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FULL PACKET_2016-08-16
MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA CALLED TO ORDER ATTENDANCE PUBLIC COMMENTS — None AUGUST 2, 2016 CLOSED SESSION MEETING COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:33 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA SAL TINAJERO (5:45 p.m.) COUNCILMEMBERS Absent: VICENTE SARMIENTO, Mayor Pro Tem ANGELICA AMEZCUA STAFF Present: DAVID CAVAZOS, City Manager LAURA ROSSINI, Senior Assistant City Attorney MARIA D. HUIZAR, Clerk of the Council COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:33 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: 1. CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: 1. M.M.Z., et al., v. City of Santa Ana, et al., United States District Court Case # SACV15 -0851 JLS (DFMx). CITY COUNCIL MINUTES 1 AUGUST 2, 2016 1 0A -1 2. 1901 First Street Owner. LLC v. Tustin Unified School District, Orange County Superior Court Case No.: 30- 2015 - 00803234 -CU -WM -CJC 3. Aurora Vargas Dionicio v. City of Santa Ana; Case No. 30- 2015- 00775338- CU -PO -CJC. *Councilmember Tinajero absent during discussion of said item. 2. CONFERENCE WITH LEGAL COUNSEL -- POTENTIAL LITIGATION Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Section 54956.9 of the Government Code: One case 3. LIABILITY CLAIMS pursuant to section 54956.95 of the Government Code: 1901 First Street Owner, LLC 4. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiators: Personnel Services Executive Director, Ed Raya Employee Organizations: Santa Ana Police Officers Association (POA) 5. AUDIT BY CALIFORNIA STATE AUDITOR'S OFFICE pursuant to Government Code Section 54956.75(x): One item CLOSED SESSION REPORT - See Item 19A for any reportable actions. ADJOURNED THE CLOSED SESSION MEETING AT 6:44 P.M. AND CONVENED TO THE REGULAR OPEN MEETING. CITY COUNCIL MINUTES 2 AUGUST 2, 2016 1 0A -2 CALLED TO ORDER ATTENDANCE PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS REGULAR OPEN MEETING COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:46 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA SAL TINAJERO COUNCILMEMBERS Absent: VICENTE SARMIENTO, Mayor Pro Tern ANGELICA AMEZCUA STAFF Present: DAVID CAVAZOS, City Manager LAURA ROSSINI, Senior Assistant City Attorney MARIA D. HUIZAR, Clerk of the Council MAYOR PULIDO BOB BARNETT. POLICE CHAPLAIN EMPLOYEE SERVICE AWARD presented by MAYOR PULIDO to: 25 YEARS OF SERVICE Raymond Lirette, Senior Residential Construction Specialist, Community Development Agency CERTIFICATES OF RECOGNITION presented by MAYOR PULIDO, COUNCILMEMBERS BENAVIDES AND MARTINEZ to Adolfo Acosta, Carlos Ganes and Miguel Perez for their heroic efforts to save a child. CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER BENAVIDES to Corporal Oscar Lizardi and Officer John Rodriguez for saving the life of a concertgoer. CITY COUNCIL MINUTES 3 AUGUST 2, 2016 1 0A -3 CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER TINAJERO to the Santa Ana 4u All -Star team for winning the 4u All -Stars Pony League World Series Title: Coaches: Armando Chavez; Frank Gonzalez; Brian Luevano; Charles Luevano; Saul Onofre. Players: Dominic Manuel Chavez; Damian Contreras; Vincent Pete Fernandez; Jacob Garcia; Frankie Gonzalez; Catie Luevano; AJ Martinez; Jayden Onofre; Fabian Perez; Gabriel Rodriguez; Rex Rossman; Diego Ruelas. CLOSED SESSION REPORT - See Item 19A for any reportable actions. PUBLIC COMMENTS • Smitty, spoke on Agenda Item 20B, thanked the City for the progress made to date to address the homeless situation. • Pastor Lee De Leon, spoke on Agenda Item 20B, thanked the City for proposing the initiative; would like collaborative efforts to continue including faith based groups. • Linda L Kestin, spoke in opposition to Agenda Items 31A, B and C and alcohol establishments in the City. • Ilya Tseglia, spoke on Agenda Item 25D, concerned that Police Department not able to produce reports that will assist him with his case against the Orange County Regional Center. AGENDA ITEM CONSIDERED OUT OF ORDER — CONSENT CALENDAR ITEM us 1 ER TINAJERO MOTION: Appoint Beatriz Mendoza to the Planning Commission (Ward 2 resident; replacing S. Mill). MOTION: Tinajero VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Martinez Benavides, Martinez, Pulido, Reyna, Tinajero (5) None (0) None (0) Amezcua, Sarmiento (2) CITY COUNCIL MINUTES 4 AUGUST 2, 2016 1 0A -4 ADMINISTER OATH OF OFFICE TO BEATRIZ MENDOZA, PLANNING COMMISSIONER CONSENT CALENDAR ITEMS MOTION: Approve staff recommendations on Consent Calendar Items 10A through 31D, with the following modifications: • Councilmember Martinez pulled agenda items 20A, 20B, 20C, 22B, 23A, 25A, 25D, 25E, 25G, 25H, 25J, 25K, 25L, and 31 D for separate discussion; • Councilmember Tinajero pulled Agenda Item 1313; considered out of order; and • Mayor Pulido abstained on Agenda Item 251 due to proximity to residence. MOTION: Tinajero SECOND: Benavides VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Sarmiento (2) Items "removed jor, separate action or modified are",'highjlghted. Separate actions show the aetual vote.' Items °without, votes are adopted as part ofithe'oonsent motion:; ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF JULY 5, 2016 {STRATEGIC PLAN NO. 5, 11 — Clerk of the Council Office MOTION: Approve minutes. BOARDS I COMMISSIONS I COMMITTEES 13A. COUNCIL COMMITTEES — AGENDA AND MINUTES {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office MOTION: Receive and file. CITY COUNCIL MINUTES 5 AUGUST 2, 2016 1 0A -5 NAME Development and Transportation Committee (Special meeting) Finance, Economic Development & Technology Committee (Cancelled) Legislative Committee (Special meeting) Parks, Recreation, Education, and Youth Committee (Cancelled) Public Safety and Neighborhood Committee (Cancelled) 13B. AGENDA ITEM CONSIDERED OUT OF ORDER MEETING DATE 7/7/2016 7/11/2016 7/12/2016 7/25/2016 7/26/2016 FINAL TRACT MAP NOTIFICATIONS Pursuant to Section 34 -183 of the Santa Ana Municipal Code, the City Engineer has received this Final Map and is in the process of reviewing the map for final approval. The City Engineer shall approve or disapprove this map within 10 days of the City Council Meeting. 17A. CERTIFICATION AND APPROVAL BY CITY ENGINEER — FINAL TRACT MAP NO. 17962 (2001 EAST DYER ROAD) {STRATEGIC PLAN NO. 3, 21 - Public Works Agency MOTION: Receive and file. MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — City Attorney's Office MOTION: Approve settlement as follow: CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: Aurora Vargas Dionicio v. City of Santa Ana: Case No. 30- 2015 - 00775338 -CU- PO-CJC — settlement in the amount of $85,000 plus interest and approved by 4- 0 vote with Mayor Pro Tem Sarmiento and Councilmembers Amezcua and Tinajero absent. 19B. EXCUSED ABSENCES — Clerk of the Council Office MOTION: Excuse the absence of Mayor Pro Tern Sarmiento and Councilmember Amezcua from the August 2, 2016 City Council Meeting. 19C. STRATEGIC PLAN MONTHLY REPORT FOR JUNE 2016 {STRATEGIC PLAN NO. 5, 1) - City Manager's Office MOTION: Receive and file. CITY COUNCIL MINUTES 6 AUGUST 2, 2016 1 0A -6 19D. PUBLIC WORKS AGENCY STATUS OF PROJECTS - MONTHLY CAPITAL IMPROVEMENT PROGRAM EXECUTIVE REPORT FOR JULY 2016 {STRATEGIC PLAN NO. 5, 1} - Public Works Agency MOTION: Receive and file. 19E. SANTA ANA STADIUM CONSTRUCTION UPDATE {STRATEGIC PLAN NO. 6, 1B & 1G} - Public Works Agency and Parks, Recreation and Community Services Agency MOTION: Receive and file. 19F. DOWNTOWN MURAL PROJECT UPDATE {STRATEGIC PLAN NO. 3, 4D} - City Manager's Office MOTION: Receive and file. BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS APPROPRIATION ADJUSTMENT 'AND AGREEMENT A( OF TRAFFIC SAFETY, "STEP PROGRAM GRANT FUNDS, MOTION: 1. AGMT NO. 2016 -194 - Authorize the City Manager and Clerk of the Council to execute a one -year agreement, Grant Number PT17117, with the State Office of Traffic Safety for Selective Traffic Enforcement Program (STEP) Grant funds, for a term beginning October 1, 2016, through September 30, 2017, in an amount not to exceed $400,000, subject to non- substantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2017 -008 - Recognizing State of California Office of Traffic Safety Selective Traffic Enforcement Program (STEP) grant funds in the amount of $400,000 in the Office of Traffic Safety revenue account and appropriate same to expenditure accounts. MOTION: Martinez SECOND: Tinajero CITY COUNCIL MINUTES 7 AUGUST 2, 2016 1 0A -7 2013. " VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Sarmiento (2) Councilmember Martinez, inquired as to the review and selection; need to include background in the staff report; would like an update on the security measures at the Santa Ana Public Library; would like an update on the outcome of the August 3, 2016 OC Civic Center Authority special meeting, including details of the needle exchange program. City Manager Cavazos, noted that City received an unsolicited proposal that met the needs; project received 50% funding from the County of Orange; staff recommends project to expedite assistance to homeless population. MOTION: 1. AGMT NO. 2016 -195 - Authorize the City Manager and Clerk of the Council to execute an agreement with Kingdom Causes, Inc (DBA City Net), to develop a multi- sector collaborative to reduce chronic homelessness in the Civic Center, for a one year period, in an amount not to exceed $180,000, contingent on approval of a funding agreement for $90,000 by the County of Orange Board of Supervisors and subject to non - substantive changes approved by the City Manager and City Attorney. 2. AGMT NO. 2016 -196 - Authorize the City Manager and Clerk of the Council to execute a funding agreement with the County of Orange for a contribution of $90,000 to fund half of an agreement with Kingdom Causes, Inc., subject to non - substantive changes approved by the City Manager and City Attorney. 3. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2017 -010 - Recognizing funds from the County of Orange in the amount of $90,000 in revenue account and appropriating the same to expenditure account. CITY COUNCIL MINUTES 8 AUGUST 2, 2016 1 0A -8 2OC. MOTION: Martinez SECOND: Benavides VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Sarmiento (2) MOTION: 1. Authorize the City Attorney to continue to file receivership actions to successfully resolve difficult code enforcement matters in both commercial and residential areas and retain special counsel with Silver and Wright, LLP to assist initiation of receivership actions until such time a new Request for Proposal is completed. 2. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2017 -011 - Recognizing $100,000 from the Fiscal Year 2015 -16 General Fund Balance and appropriating the same amount to the Fiscal Year MOTION: Martinez SECOND: Tinajero VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Sarmiento (2) SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A. SPEC. NO. 16 -009 - PURCHASE THREE POLICE MOTORCYCLES AND REPAIRS {STRATEGIC PLAN NO, 6, 21 - (Police Department) - Finance & Management Services CITY COUNCIL MINUTES 9 AUGUST 2, 2016 1 0A -9 22B. MOTION: Authorize a one -time purchase and payment of purchase order to Iry Seaver Motorcycles in the amount of $84,055; and a $25,000 contract for motorcycle repairs for a total amount not to exceed $109,055, subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Award a contract to Orange County Striping Service, Inc., for a one -year period beginning August 2, 2016 to August 1, 2017, in an annual amount not to exceed $523,000, with provision for four one -year renewals exercisable by the City Manager, subject to non - substantive changes approved by the City Manager and the City Attorney. MOTION: Martinez SECOND: Reyna VOTE: AYES: Benavides, Martinez, Reyna, Tinajero (4) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Pulido, Sarmiento (3) 22C. SPEC. NO. 16 -083 - AUTHENTICATION SOFTWARE SYSTEM AND SUPPORT CONTRACT {STRATEGIC PLAN NO. 1, 213} (Police Department) - Finance & Management Services MOTION: Authorize a one -time purchase and payment of purchase order to 2FA, Inc. for the purchase of advanced authentication software system - in the amount of $55;324; and - for a -3 -year - maintenance and support contract in the amount of $23,884, for a total amount not to exceed $79,208, with provision for two, one -year renewals exercisable by the City Manager, subject to non - substantive changes approved by the City Manager and City Attorney. 22D. SPEC. NO. 16 -085 - HEWLETT PACKARD STORAGE ARRAY EQUIPMENT {STRATEGIC PLAN N0, 1, 2A} (Police Department) - Finance & Management Services CITY COUNCIL MINUTES 10 AUGUST 2, 2016 1OA -10 MOTION: Authorize a one -time purchase and payment of purchase order to Vology, Inc. in the amount of $146,065, subject to non - substantive changes approved by the City Manager and City Attorney. PROJECTS /CHANGE ORDERS MOTION: 1. Authorize the City Manager and Clerk of the Council to award and execute a contract to Petrochem Materials Innovation, LLC, the lowest responsible bidder, in accordance with the bid in the amount of $1,515,876 for the term beginning upon execution of the contract and ending upon project completion, for the construction of the Local Street Slurry Seal Fiscal Year 2015 -2016 project, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Approve the Project Cost Analysis for a total estimated project delivery cost of $1,850,000, which includes the contract base amount, administration, inspection, testing, and a 12 percent contractual contingency of $181,930. MOTION: Martinez VOTE: AYES: NOES: ABSTAIN ABSENT: AGREEMENTS SECOND: Tinajero Benavides, Martinez, Pulido, Reyna, Tinajero (5) None (0) None (0) Amezcua, Sarmiento (2) MOTION: Authorize the City Manager and Clerk of the Council to execute amendment to Cooperative Agreement No. C -1 -2492 with Orange County Transportation Authority and Vietnamese Community of Orange County to extend the expiration date from June 30, 2016 to June 30, 2021 and to CITY COUNCIL MINUTES 11 AUGUST 2, 2016 1 0A -11 modify the scope, subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Martinez SECOND: Tinajero VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Sarmiento (2) 25B. PROVIDE ANNUAL MAINTENANCE AND SUPPORT FOR THE SANTA ANA POLICE DEPARTMENT'S DOOR ACCESS SYSTEM {STRATEGIC PLAN NO. 6, 2) - Police Department MOTION: 1. AGMT NO. 2016 -198 - Authorize the City Manager and Clerk of the Council to execute a three -year agreement with Simplex Grinnell LP for the maintenance and support of the Santa Ana Police Department's electronic door access system for the term beginning October 1, 2015 through September 30, 2018, in an amount not to exceed $44,388, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Authorize payment for the first year of the agreement, which commenced October 1, 2015, in the amount of $14,796. 25C. AGMT NO. 2016 -199 - CONSULTANT SERVICES RELATED TO PREPARATION OF CAPITAL IMPROVEMENT PROGRAM REIMBURSEMENT CLAIMS {STRATEGIC PLAN NO. 6, 1G} - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to exercise the first of two one -year extension options for the agreement with MGT of America, Inc., for the one -year term beginning September 1, 2016, and expiring on August 31, 2017, to provide for State mandated cost reimbursement claim services for Fiscal Year 2016, in the amount not to exceed $11,400, and to include services related to preparation of reimbursement claims for capital projects, in the amount of $45,125, for an aggregate amount not to exceed $56,525, subject to nonsubstantive changes approved by the City Manager and City Attorney. CITY COUNCIL MINUTES 12 AUGUST 2, 2016 1 0A -12 25D:_'; MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with G4S Secure Solutions (USA) Inc. for the term beginning August 1, 2016, through May 31, 2017, in an additional amount of $221,753.92, for a total amended agreement amount not to exceed $840,570.92, subject to nonsubstantive changes approved by the City Manager and City Attorney. MOTION: Martinez VOTE: AYES: NOES: ABSTAIN ABSENT: 25E. AGMT N,0:.2016 -201 - T TRANSPORTATION CENT Public Works Ajent ' SECOND: Benavides Benavides, Martinez, Pulido, Reyna, Tinajero (5) None (0) None (0) Amezcua, Sarmiento (2) 1. u, 1vf - MOTION: Authorize the City Manager and Clerk of the Council to execute a one -year site license agreement with California Yellow Cab for the term beginning August 3, 2016, through August 2, 2017, with three one -year extensions, exercisable by the City Manager, to compensate the City $6,000 annually for use of the license area for taxi services at the Santa Ana Regional Transportation Center, subject to nonsubstantive changes approved by the City Manager and City Attorney. MOTION: Martinez SECOND: Tinajero VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Sarmiento (2) CITY COUNCIL MINUTES 13 AUGUST 2, 2016 1 0A -13 25F. AGMT NO. 2016 -202 - TELEPHONE SERVICE REIMBURSEMENT {STRATEGIC PLAN NO. 4, 11 - Community Development Agency MOTION: Authorize the City Manager and the Clerk of the Council to execute an agreement with the State of California, Employment Development Department, in an amount not to exceed $35,192, subject to nonsubstantive changes approved by the City Manager and City Attorney. 25G. DISTRIBUTION FACILITIES EASEMENT TO TH,E, COUNTY 'OF' ORANGE AND RIGHT OF ENTRY4;AGREEMENT ON SANTA ANAtB;Q`ULEVARD AND FLOWER,STREET {STRATEGIC PLAN NO:>5, 2A} - 'Public Works Agency MOTION: 1. AGMT NO. 2016 -203 - Authorize the City Manager and the Clerk of the Council to execute an agreement with the County of Orange to grant a public utility easement within the Civic Center, subject to non - substantive changes approved by the City Manager and City Attorney. 2. AGMT NO. 2016 -204 - Authorize the City Manager and Clerk of the Council to execute a Right of Entry and License Agreement with the County of Orange to grant a revocable encroachment permit to install a fiber optic utility on Santa Ana Boulevard and Flower Street, subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Tinajero SECOND: Benavides VOTE: AYES: Benavides, Pulido, Reyna, Tinajero (4) NOES: Martinez (1) ABSTAIN: None (0) ABSENT: Amezcua, Sarmiento (2) MOTION: Authorize the City Manager and Clerk of the Council to execute amendments to agreements and memorandum of understanding with the Workforce Innovation and Opportunity Act Youth Service Providers, increasing the amounts for the second year of the agreements for program CITY COUNCIL MINUTES 14 AUGUST 2, 2016 1 OA -14 251`' year July 1, 2016 through June 30, 2017 to the following amounts, subject to non - substantive changes approved by the City Manager and City Attorney: 1. AGMT NO. 2016 -205 — With Orange County Children's Therapeutic Arts Center in the amount of $164,000, to provide occupational skills training in the areas of office administration, mental health paraprofessional, and childcare worker certification, offer job preparation, paid work experience, tutoring, mentoring, counseling, and supportive services, for 20 youth; 2. AGMT NO. 2016 -206 — With Orange County Conservation Corps in the amount of $160,000, to provide alternative secondary education that leads to a high school diploma, credential training in forklift operator, safe food handling, customer service, computer software, job preparation, paid work experience, post - secondary education resources, and support services for 20 youth; 3. AGMT NO. 2016 -207 — With Orange County Labor Federation in the amount of $65,000, to provide a pre- apprenticeship program that will provide pre- apprenticeship and apprenticeship preparation, workforce preparation, job readiness skills, and direct placement with apprenticeship programs for 10 youth; and 4. AGMT NO. 2016 -208 — With Santa Ana Public Library in the amount of $160,000, to provide post- secondary occupational skills training in the areas of digital technology, computer maintenance and repair, paid work experience, leadership development, tutoring, and mentoring for 22 youth. MOTION: Martinez SECOND: Tinajero VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Sarmiento (2) Historic Resources Commission approved recommended action on July 7, 2016, by a vote of 8 -0. CITY COUNCIL MINUTES 15 AUGUST 2, 2016 1 0A -15 25J. MOTION: Authorize the City Manager and Clerk of the Council to execute the Mills Act agreement with Jamie Nguyen, property owner, for the structure located at 525 West Santa Clara Avenue, subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Tinajero SECOND: Benavides VOTE: AYES: Benavides, Martinez, Reyna, Tinajero (4) NOES: None (0) ABSTAIN: Pulido (1) ABSENT: Amezcua, Sarmiento (2) *Mayor Pulido, abstained on item due to proximity to residence. MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with the Municipal Water District of Orange County for participation in the water emergency response organization of Orange County, school education programs, water use efficiency programs and other related programs and services to support the Water Enterprise for an initial term of three years, beginning upon approval by the Municipal Water District of Orange County and ending June 30, 2019, with an option to extend for three years, in an amount not to exceed $333,000 over the life of the agreement, including the extension period, subject to nonsubstantive changes approved by the City Manager and City Attorney. MOTION: Martinez SECOND: Benavides VOTE: AYES: Benavides, Martinez, Pulido, Tinajero (4) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Reyna, Sarmiento (3) CITY COUNCIL MINUTES 16 AUGUST 2, 2016 1 0A -16 25K. PURCHASE AGREEMENTS FOR' t BRISTOL ST PHASE '4 (PROJECT,NO. 116741 NONGENERAL FI NOS, 6, 1 G; 3, 2C}'= Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute purchase agreements for the full purchase price for the real properties listed below and goodwill (if any) with the following property owners, subject to nonsubstantive changes approved by the City Manager and City Attorney: 1. AGMT NO. 2016 -211 — With property owners, Mateo Quiroz and Diane Quiroz; property commonly known as /location 1242 West Glenwood (APN 015 - 234 -10); partial acquisition; in an amount of $3,150; 2. AGMT NO. 2016 -212 — With property owner, Thomas John Mascoli and Wendy Ann Mascoli; property commonly known as /location 1305 West Carlton Place (APN 408 - 332 -17); Partial acquisition; in an amount of $12,980; 3. AGMT NO. 2016 -213 — With property owner, STAC Property, LLC, property commonly known as/location 2222 South Bristol Street (APN 408 - 471 -05); partial acquisition; in an amount of $135,000; 4. AGMT NO. 2016 -214 — With property owner, Bolivar Nunez; property commonly known as/location 2101 South Bristol Street (APN 015 -194- 17); full acquisition; in an amount of $740,000; 5. AGMT NO. 2016 -215 — With property owner, Carlos Zaragoza Lopez; property commonly known asllocation 1302 West Camden Place (APN 408 - 335 -01); full acquisition; in an amount of $560,000; 6. AGMT NO. 2016 -216 — With property owners, Bernard N. Gaon and Judith A. Gaon; property commonly known as/location 2227 South Bristol Street (APN 015- 194 -29); full acquisition; in an amount of $712,130; and 7. AGMT NO. 2016 -217 — With property owner, Albert S. Sandoval; property commonly known as /location 1301 West Saint Anne Place (APN 408 - 335 -18); full acquisition; in an amount of $460,000. MOTION: Tinajero SECOND: Pulido VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Tinajero (4) NOES: Martinez (1) ABSTAIN: None (0) CITY COUNCIL MINUTES 17 AUGUST 2, 2016 1 0A -17 25L ABSENT: Amezcua, Sarmiento (2) MOTION: Authorize the City Manager and Clerk of the Council to execute purchase agreements for the full purchase price for the real property listed below and goodwill (if any) with the following property owners, subject to nonsubstantive changes approved by the City Manager and City Attorney: 1. AGMT NO. 2016 -218 — With property owner, Tuat Minh Mai, Trustee; property commonly known as /location 1019 North Bristol Street (APN 405 - 262 -32); full acquisition; in an amount of $490,000; 2. AGMT NO. 2016 -219 — With property owners, Sandy Saucedo and Omar Sanchez; property commonly known as /location 1311 West 9t" Street (APN 004 - 122 -18); partial acquisition; in an amount of $8,000; 3. AGMT NO. 2016 -220 — With property owners, Richard Minh Dieu and Tien Minh Dieu; property commonly known as /location 907 North Bristol Street (APN 405 - 262 -23); full acquisition; in an amount of $450,000; and 4. AGMT NO. 2016 -221 - With property owners, Lino Gaona and Teresa Gaona Vasquez and Edgar Gaona; property commonly known asllocation 1015 North Bristol Street (APN 405 - 262 -31); full acquisition; in an amount of $472,000. MOTION: Tinajero VOTE: AYES: NOES: ABSTAIN ABSENT: MISCELLANEOUS - BUDGET SECOND: Pulido Benavides, Pulido, Reyna, Tinajero (4) Martinez (1) None (0) Amezcua, Sarmiento (2) 29A. PAYMENT AUTHORIZATION FOR ELECTRICAL UTILITY COST REDUCTION SERVICES (STRATEGIC PLAN NO. 4, 3D) - Finance and Management CITY COUNCIL MINUTES 18 AUGUST 2, 2016 1 0A -18 Services; Parks, Recreation and Community Services Agency; and Police Department MOTION: Authorize payment of Procure America Invoice #10 -1502a in the amount of $20,762.12 as compensation for generating electrical utility cost savings under Agreement A- 2014 -227. 29B. INSURANCE RENEWALS WITH BIG INDEPENDENT CITIES EXCESS POOL, PUBLIC ENTITY PROPERTY INSURANCE PROGRAM AND CALIFORNIA STATE ASSOCIATION OF COUNTIES {STRATEGIC PLAN NO. 4, 1} - Personnel Services Agency MOTION: 1. Approve the City's continued membership in the Big Independent Cities Excess Pool Liability Program from July 1, 2016 to July 1, 2017 at an estimated premium cost not to exceed $1,516,500. 2. Approve the City's continued membership in the Big Independent Cities Excess Pool Workers' Compensation Program from July 1, 2016 to July 1, 2017 at an estimated premium cost not to exceed $347,200. 3. Approve the City's continued participation in the Public Entity Property Insurance Program from July 1, 2016 to July 1, 2017 at an estimated premium cost not to exceed $696,000. 4. Approve the City's continued participation in the California State Association of Counties — Excess Insurance Authority's Crime Bond Program from July 1, 2016 to July 1, 2017 at an estimated premium cost not to exceed $11,400. LAND USE MATTERS CONDITIONAL USE PERMITNARIANCES 31A. CONDITIONAL USE PERMIT NO. 2016 -18 TO ALLOW THE EXPANSION OF AN EXISTING BUS TERMINAL AT 628 EAST WASHINGTON AVENUE - DAVID GREGORY, APPLICANT {STRATEGIC PLAN NO. 3,21 - Planning and Building Agency Planning Commission approved recommended action on July 11, 2016, by a vote of 5 -0 (Verino absent). MOTION: Receive and file the staff report approving Conditional Use Permit No. 2016 -18 as conditioned. CITY COUNCIL MINUTES 19 AUGUST 2, 2016 1 0A -19 31 B. CONDITIONAL USE PERMIT NO. 2016 -19 TO ALLOW THE SALE OF ALCOHOLIC BEVERAGES FOR ON- PREMISE CONSUMPTION AT BRASA ROTISSERIE LOCATED AT 3940 SOUTH BRISTOL STREET, UNIT 111 - STEPHEN HALL, APPLICANT {STRATEGIC PLAN NO. 3, 21 - Planning and Building Agency Planning Commission approved recommended action on July 11, 2016, by a vote of 5 -0 (Verino absent). MOTION: Receive and file the staff report approving Conditional Use Permit No. 2016 -19. 31 C. CONDITIONAL USE PERMIT NO. 2016 -24 TO ALLOW THE SALE OF ALCOHOLIC BEVERAGES FOR ON- PREMISE CONSUMPTION AT CLEVER LEAF LOCATED AT 3751 SOUTH HARBOR BOULEVARD, UNIT F - DARRYL KWOK, APPLICANT {STRATEGIC PLAN NO. 3, 2} - Planning and Building Agency 31 D::_, Planning Commission approved recommended action on July 11, 2016, by a vote of 5 -0 (Verino absent). MOTION: Receive and file the staff report approving Conditional Use Permit No. 2016 -24. Planning Commission approved recommended action on July 11, 2016, by a vote of 5 -0 (Verino absent). Councilmember Martinez, requested that applicant provide ample parking MOTION: Receive and file the staff report approving Variance No. 2016 -05 as conditioned. MOTION: Martinez SECOND: Benavides VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) CITY COUNCIL MINUTES 20 AUGUST 2, 2016 1 OA -20 ABSENT: Amezcua, Sarmiento (2) **END OF CONSENT CALENDAR ** BUSINESS CALENDAR ITEMS RESOLUTIONS 55A. REQUESTING BOARD OF SUPERVISORS OF THE COUNTY OF ORANGE TO CONSOLIDATE THE 2016 GENERAL MUNICIPAL ELECTION WITH THE STATEWIDE GENERAL ELECTION AND AUTHORIZE EXTENSION OF DEADLINES FOR WRITTEN ARGUMENTS: PROPOSED AMENDMENT TO THE SANTA ANA CHARTER REGARDING COUNCIL COMPENSATION REFORM {STRATEGIC PLAN NO. 5, 11 — City Manager's Office MOTION: Adopt resolutions. RESOLUTION NO. 2016 -064 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REQUESTING THE BOARD OF SUPERVISORS OF ORANGE COUNTY TO CONSOLIDATE THE 2016 GENERAL MUNICIPAL ELECTION TO BE HELD IN THE CITY OF SANTA ANA ON NOVEMBER 8, 2016 WITH THE STATEWIDE GENERAL ELECTION FOR THE ELECTION OF CERTAIN OFFICERS AND ALL OTHER MEASURES AS PROPOSED OR AUTHORIZED BY THE CITY COUNCIL RESOLUTION NO. 2016 -065 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE EXTENSION OF DEADLINES FOR WRITTEN ARGUMENTS FOR PROPOSED AMENDMENTS TO THE SANTA ANA CHARTER MOTION: Benavides SECOND: Reyna VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Sarmiento (2) CITY COUNCIL MINUTES 21 AUGUST 2, 2016 1 OA -21 55B. AUTHORIZE APPLICATIONS FOR CLEAN WATER AND DRINKING WATER STATE REVOLVING FUND CAPITAL PROJECT FINANCING [NONGENERAL FUND] {STRATEGIC PLAN NO. 6, 1G) - Public Works Agency MOTION: 1. Adopt resolutions. RESOLUTION NO. 2016 -066 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING CITY PARTICIPATION IN THE CALIFORNIA CLEAN WATER STATE REVOLVING FUND FINANCING PROGRAM FOR SEWER LIFT STATION IMPROVEMENTS RESOLUTION NO. 2016 -067 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING CITY PARTICIPATION IN THE CALIFORNIA CLEAN WATER STATE REVOLVING FUND FINANCING PROGRAM FOR SEWER COLLECTION SYSTEM IMPROVEMENTS RESOLUTION NO. 2016 -068 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING CITY PARTICIPATION IN THE CALIFORNIA CLEAN WATER STATE REVOLVING FUND FINANCING PROGRAM FOR WATER AUTOMATED METERING INFRASTRUCTURE RESOLUTION NO. 2016 -069 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING CITY PARTICIPATION IN THE CALIFORNIA CLEAN WATER STATE REVOLVING FUND FINANCING PROGRAM FOR WATER DISTRIBUTION SYSTEM IMPROVEMENTS 2. Authorize the Executive Director of Public Works to submit applications for Environmental Protection Agency and California State Water Resources Control Board, Clean Water State Revolving Fund financing of the Segerstrom (San Lorenzo) Sewer Lift Station and Sewer Collection System Improvements projects. 3. Authorize the Executive Director of Public Works to submit applications for California State Water Resources Control Board and Safe Drinking Water State Revolving Fund financing for the Automated Metering Infrastructure and Water Distribution System Improvements projects. MOTION: Tinajero SECOND: Reyna VOTE: AYES: Benavides, Pulido, Reyna, Tinajero (4) NOES: Martinez (1) CITY COUNCIL MINUTES 22 AUGUST 2, 2016 1 OA -22 ABSTAIN: None (0) ABSENT: Amezcua, Sarmiento (2) REPORTS 65A. LEAGUE OF CALIFORNIA CITIES VOTING DELEGATES {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office Councilmember Tinajero volunteered to be designated voting delegate and Councilmember Benavides first alternate with Councilmember Reyna as second alternate. MOTION: Designate Councilmember Tinajero as a voting delegate and Councilmembers Benavides and Reyna as alternate delegates to the League of California Cities' Annual Business Meeting scheduled for October 7, 2016. MOTION: Reyna VOTE: AYES: NOES: ABSTAIN: ABSENT: PUBLIC HEARINGS SECOND: Martinez Benavides, Martinez, Pulido, Reyna, Tinajero (5) None (0) None (0) Amezcua, Sarmiento (2) 75A. TAX EQUITY AND FISCAL RESPONSIBILITY ACT (TEFRA) HEARING FOR THE ISSUANCE OF TAX EXEMPT BONDS FOR THE HENINGER VILLAGE APARTMENTS AND RESOLUTION APPROVING THE ISSUANCE OF BONDS — {STRATEGIC PLAN NO. 5, 31 - Community Development Agency Legal Notice published in the Orange County Reporter on July 15, 2016. Mayor Pulido opened the Hearing; there were no speakers and the Hearing closed. MOTION: 1. Conduct a Tax Equity and Fiscal Responsibility Act Hearing in consideration of the issuance of tax exempt bond financing by the California Statewide Communities Development Authority for the benefit of Heninger 2016 LP, to provide financing for the acquisition, CITY COUNCIL MINUTES 23 AUGUST 2, 2016 1 OA -23 rehabilitation, improvement, and equipping of a 58 -unit multifamily rental housing project generally known as Heninger Village Apartments. 2. Adopt a resolution. RESOLUTION NO. 2016 -070 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE BY THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY OF MULTIFAMILY HOUSING REVENUE BONDS FOR THE HENINGER VILLAGE APARTMENTS MOTION: Tinajero SECOND: Pulido VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Sarmiento (2) 75B. ADOPT A RESOLUTION REDUCING THE WATER SUPPLY SHORTAGE DECLARATION FROM PHASE 2 TO PHASE 1 {STRATEGIC PLAN NOS. 5,2; 5, 6F} - Public Works Agency Legal Notice published in the Orange County Reporter on July 22, 2016. Mayor Pulido opened the Hearing; there were no speakers and the Hearing closed. MOTION: 1. Adopt a resolution. RESOLUTION NO. 2016 -071 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA LOWERING THE CITY'S DROUGHT WATER CONSERVATION STANDARD FROM TWELVE PERCENT (12 %) TO THREE PERCENT (3 %) AND DECLARING THE EXISTENCE OF A PHASE 1 WATER SUPPLY SHORTAGE 2. Implement mandatory Phase 1 Water Supply Shortage measures, which include setting a bimonthly water conservation standard of 3 percent, as compared to Base Year 2013 water usage. MOTION: Martinez SECOND: Reyna CITY COUNCIL MINUTES 24 AUGUST 2, 2016 1 OA -24 VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Sarmiento (2) COUNCIL AGENDA ITEMS Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. 85A. DIRECT STAFF TO PROVIDE SHIFT DIFFERENTIAL PAY FOR PATROL OFFICERS AND DEVELOP INCENTIVE FOR RETENTION OF POLICE OFFICERS WHO HAVE BEEN WITH THE SANTA ANA POLICE DEPARTMENT FOR MORE THAN 15 YEARS — Mayor Pulido Mayor Pulido deferred discussion to a future meeting. RECESSED THE CITY COUNCIL MEETING AT 8:04 P.M. TO THE HOUSING AUTHORITY MEETING AND RECONVENED THE CITY COUNCIL MEETING AT 8:06 P.M. WITH SAME MEMBERS PRESENT. COMMENTS PUBLIC COMMENTS • Heather Lopez, asked City Council to consider developing Strategic Plan to address illegal fireworks and residual effects. • Ilya Tseglia, spoke of experience with the Orange County Regional Center; request City assistance in recovering son from State's ward. 90A. CITY MANAGER'S COMMENTS • City Manager Cavazos, announced that C &C Development and Orange Housing Development Corporation hosting Groundbreaking event on August 4t" for their new affordable housing project at the Depot at Santiago, a 70- unit, workforce housing project; also, Downtown Santa Ana (DTSA) holding 3rd Annual 5k Run and Ciclovia event on August 20th from 8 a.m. to 2 p.m. — invited all to participate. CITY COUNCIL MINUTES 25 AUGUST 2, 2016 1 OA -25 90B. CITY COUNCILMEMBER COMMENTS Councilmember Martinez: • Excited about upcoming Groundbreaking event of the Depot at Santiago housing project; will tie to Santa Ana Regional Transportation Center (SARTC); • Invited all to participate in upcoming Open Streets / 5K / Ciclovia Event on August 20tt; encouraged residents to sign up for VIP basketball team, may contact her directly if interested in playing basketball; • Thanked staff for updates, supports General Plan Update; need adequate staff and funding; what are the next steps and possibility of a draft within 6 to 8 months? • Business owner, Robert Escalante, expressed concern with increased shootings in the City; has not received update on plan to address shootings that were requested previously; spoke of correlation with code enforcement and quality of life; requested code enforcement calls for service report; important to make public safety a top priority; and • Adjournment in memory of Tixoc Ventura. Councilmember Tinajero: • Thanked our police officers, many bilingual, and Police Chief for leadership; and • Commented that as policy makers need to be strategic in how City handles calls for service; quality of life issues; homeless; code enforcement, among other issues. Councilmember Reyna: • Urged all to be water wise; • Attended Youth Camp Trip to Catalina last week along with young children from our community; • City's Ciclovia coming up — invited all to participate in 5K Run on August 20th; • City held first Movies at the Park event; and • Asked all to shop in Santa Ana as back to school approaching. Councilmember Benavides: • Happy early birthday to Councilmember Martinez; • Encouraged all to participate in upcoming 5K run; • Santa Ana Zoo will be hosting Zoofari on August 27th; • On August 20th Townsend Neighborhood hosting fair; • Supports local businesses and economic development; and • Highlighted life of Tixoc Ventura and requested meeting be adjourned in his memory. " Councilmember Tinajero left the meeting at 8:47 p.m. and did not return. Mayor Pulido: CITY COUNCIL MINUTES 26 AUGUST 2, 2016 1 OA -26 • Mentioned that Orange County Transportation Authority (OCTA) supports cap and trade funding; will submit project to the federal government for funding, OCTA will have to come up with the difference with Measure M2; and • Request consideration on how to assist the Police Department in addressing crime rates; City Councilmembers to review the data provided on the Council Agenda Item. ADJOURNED- 8:49 p.m. - The next meeting of the City Council is scheduled for Tuesday, August 16, 2016 at 5:00 for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Adjourn in Memory of Tixoc Ventura Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Community Engagement Program • Economic Development Strategic Plan CITY COUNCIL MINUTES 27 AUGUST 2, 2016 1 OA -27 1 OA -28 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: EL NINO EMERGENCY PREPARATION PLAN UPDATE {STRATEGIC PLAN NO. 1, 2E} CITY MANAGER RECOMMENDED ACTION Receive and file an update on El Nino Preparation Plan. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1°t Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For,_ CONTINUED TO I�I��Rlli�ifl�1 On December 15, 2015, the City Council approved the El Nino Emergency Preparation Plan for 2015 -2016, adopted an Urgency Ordinance amending Sections 2 -402, 2 -403, and 2 -404 of the Santa Ana Municipal Code regarding the City's emergency procedures and the declaration of an emergency, and authorized the City Manager up to $250,000 in expenditures for El Nino related emergency services based on a pre - qualified list. The National Oceanographic and Atmospheric Administration forecasted the arrival of El Nino weather conditions from winter 2015 through late spring of 2016. In preparation for the forecasted weather conditions, staff prepared a city -wide El Nino Emergency Preparation plan that involved the collaboration of various city departments, Orange County Fire Authority, and the Orange County Flood Control. The El Nino Emergency Preparation Plan was organized into three phases: 1) Mitigation and Prevention; 2) Preparedness; and 3) Response and Recovery. Staff from each department were identified as leads to fulfill each phase and were prepared to address the forecasted El Nino weather conditions accordingly. The City experienced some urgent instances due to the El Nino weather conditions, which were addressed promptly and safely by City staff, Orange County Fire Authority, and Santa Ana Police Department. To ensure that the flood channel properly functioned, the City acquired services from a vendor to remove trash and debris from the Santiago Creek. Also, the City acquired services to install barricades on McFadden Street (between Standard and Halladay) to mitigate and further prevent flooding in that neighborhood. A total of $130,566.50 of the total allocated El Nino funds were utilized, which ensured the safety of residents and the community. 19C -1 El Nino Preparation Plan Update August 16, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 — Community Safety, Objective #2 (Broaden communications, information sharing and community awareness of public safety activities), Strategy E (Update the City's Emergency Operation Center (EOC) emergency preparedness plan to include a community evacuation strategy to respond to natural disasters.) FISCAL IMPACT There is no fiscal impact associated with this item. 19C -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: QUARTERLY REPORT OF INVESTMENTS AS OF JUNE 30, 2016 {STRATEGIC PLAN NO. 4, 1D} � �__ a()( /,,� " �, - CITY MANA R RECOMMENDED ACTION Receive and file. DISCUSSION :7:z•rtei•Ia MI3111H411•1ILTrA-A F19yC ;i]we ❑ 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. Specifically AB 2853 and Government Code Section 53646 makes it permissible and not mandatory that a quarterly report be submitted within 30 days following the end of the quarter covered by the report. Although Quarterly Reports to City Council are no longer required to be submitted within 30 days, staff believes for it to be prudent for the report continue to be provided. The legislation specifies that this quarterly report contain the seven major elements listed below: 1. Type of investments 2. Date of maturity 3. Par and dollar amounts invested in each security 4. Weighted average maturity of the investments 5. Market value as of the date of the report 6. Source of the market value information 7. Any funds, investments or programs, including loans, under the management of contracted parties These specifications include a statement outlining the ability of the City to meet the budgeted expenditures for the subsequent six months be submitted to the City Council on a quarterly basis. Staff performs an end -of -month expenditure analysis to comply with the expenditure requirement and a statement confirming the ability to meet this requirement in the monthly -and quarter- ending Treasurer's Report. The information is in compliance with State law and the City's Investment Policy. 19D -1 Quarterly Report of Investments August 16, 2016 Page 2 The attached Treasurer's Report (Exhibit 1) accurately reflects all pooled investments held on behalf of the City as of June 30, 2016. The following table represents percentage policy limits set by the City's Investment Policy and State Law and respective types, amounts and percentages, as of June 30, 2016. Type of Investment in $ in % COSA Policy State Law Limits imits Certificate of Deposit (CD) $13,117,622.95 4.25% 30% 30% Federal Farm Credit Bank (FFCB) $63,938,820.00 20.72% None None Federal Home Loan Bank (FHLB) $64,188,033.00 20.80% None None Federal Home Loan Mortgage Corp. (FHLMC) $47,942,775.00 15.53% None None Federal National Mortgage Association (FNMA) $54,788,420.00 17.75% None None Local Agency Investment Fund (LAIF) $64,671,888.15 20.95% None None Sub -Total $308,647,559.10 100.00% None None Cash $40,686,028.13 Total $349,333,587.23 Restricted Cash in $ Restricted Cash $15,386,368.46 Total $15,386,368.46 t Restricted cash is held by Trustee, Bank of New York Mellon and is segregated from cash used for daily operations. The following graph represents percentages within the respective investment types, as of June 30. 2016. (FNMA) 18% City of Santa Ana Investment Portfolio Asset Allocation ■ Cer[Bio[e of Deposit (CD) ■ Federal Farm Credit Bank (FFCB) 11 Federal Home Loan Bank (FHLB) ■ Federal Home Loan Mortgage Corp. (FHLMC) ■ Federal National Mortgage Association (FNMA) ■ Local Agency Investment Fund (LAIF) 1901-2 HLB) 1% Quarterly Report of Investments August 16, 2016 Page 3 Effective Rate of Return Month To Date (MTD) .99% Year To Date (YTD) 1.03% STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4 - City Financial Stability, Objective #1 (Maintain a stable, efficient and transparent financial environment), Strategy D (Develop a fiscal health analysis tool that informs a department of its financial position in order to assist in its decision making process). FISCAL IMPACT There is no fiscal impact associated with this action. Francisco Gutierrez Executive Director Finance and Management Services Agency rp Exhibit: 1. 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CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: QUARTERLY REPORT OF CONTRACTS VALUED AT $25,000 OR LESS ENTERED INTO BY THE CITY MANAGER AS PERMITTED BY CHARTER SECTION 421 (STRATEGIC PLAN NO. 4, 1) !:1:21? ITY MANAGEF3 RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended • Ordinance on1 ®Reading • Ordinance on 2nd Reading ❑ Implementing Resolutlon ❑ Set Public Hearing For CONTINUED TO Iy1��itILLl1� Receive and file the Quarterly Report of Contracts entered into between April 1, 2016 to June 30, 2016 valued at $25,000 and less. DISCUSSION On November 7, 2006, the voters approved a Charter Amendment increasing the authority of the City Manager to enter into contracts and agreements up to a value of $25,000. Section 421 of the Charter requires the City Manager to report to the City Council quarterly on the contracts entered into under his authority for informational purposes. The report is required to include the names of contractors and the amounts of each contract. Exhibit 1 is a listing of all purchase orders and agreements entered into between April 1, 2016 to June 30, 2016, valued at amounts between $500 and $25,000. Unless included under a blanket contract, the City as a general rule does not purchase goods or services valued at under $500 through either a purchase order or an agreement. Purchase orders and service agreements valued at greater than $25,000 require approval by City Council. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #4 — City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). FISCAL IMPACT There is no fiscal impact associated with this action. Exhibit: 1. 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CLERK OF COUNCIL USE ONLY APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on Vt Reading ❑ Ordinance on 2A Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION ACTION At its regular meeting on July 27, 2016, by a vote of 6:0, the Community Redevelopment and Housing Commission approved the recommended action. DISCUSSION This report for the quarter ending on June 30, 2016 provides statistics for all of the affordable housing projects and activities for our Housing Division. The report is divided into three sections: Loan Activity, Loan Portfolio Management and Monitoring, and Development Projects. Loan Activity Applications The Housing Division offers several different programs including down payment assistance for first -time homebuyers and rehabilitation loans for historic single - family, single - family and mobile homes. Inquiries are received from the public and applications are mailed out, received and approved for these programs on a continual basis. During this quarter, there was one Loan Subordination request. Table 1 shows the number of inquiries, applications sent out, received and approved by type for the quarter and the total fiscal year. 19F -1 Quarterly Report Housing Division Projects and Activities April – June 2016 August 16, 2016 Page 2 Table 1: Applications Sent Out, Received & Approved Rehabilitation Loan Undervvriting and Approval Progress For our rehabilitation loans, staff reviews applicant eligibility, verifies income and assets, and oversees underwriting to ensure compliance with program guidelines and requirements established by the funding source. In addition, staff conducts an inspection of the property, prepares a work write -up to determine rehabilitation work to be performed, and develops a budget for the work. Due to the complex funding requirements, applicants may be in underwriting several months. The length of time in underwriting is largely determined by the applicant's timely submittal of the necessary paperwork. Once approved, staff prepares all necessary loan documents, makes arrangements for loan execution, and reserves the required loan funds. During this quarter, one mobile home rehabilitation loan and one historic home rehabilitation loan were funded. Rehabilitation Program Construction Progress During this phase, homeowners receiving rehabilitation loans are guided through an open selection of contractors to complete the work on their homes. Each homeowner is given a list of contractors that have been screened by staff for license and insurance requirements. However, homeowners are allowed to select any contractor that meets these same requirements. Staff assists the homeowners in selection of a contractor, monitors the construction work, approves payments to contractors, and tracks expenditures to ensure they do not exceed available funds. At the end of this quarter, there was one homeowner rehabilitation project out to bid and six under construction. Downpayment Assistance Program Progress For our downpayment assistance program, staff evaluates applicant eligibility and oversees underwriting to ensure compliance with program guidelines and requirements established by the U.S Department of Housing and Urban Development (HUD). Applicants must meet established income requirements, complete an eight -hour pre - purchase counseling program from a HUD - approved agency, be pre - qualified for a first mortgage and have a minimum of three percent of the purchase price from their own savings. Other HUD requirements apply, including a current 19F -2 Inquiries Applications Applications Applications Program Sent Out Received roved Q4 Total Q4 Total Q4 Total —App Q4 Total FY FY FY FY Single-Family Rehabilitation 25 100 20 89 1 11 0 1 Mobile Home Rehabilitation 15 69 15 62 1 13 1 3 Multi-Family Rehabilitation 1 5 4 4 0 1 0 0 Historic Home Restoration 1 4 1 3 0 1 0 2 Homeownership 22 108 25 107 5 18 2 10 Rehabilitation Loan Undervvriting and Approval Progress For our rehabilitation loans, staff reviews applicant eligibility, verifies income and assets, and oversees underwriting to ensure compliance with program guidelines and requirements established by the funding source. In addition, staff conducts an inspection of the property, prepares a work write -up to determine rehabilitation work to be performed, and develops a budget for the work. Due to the complex funding requirements, applicants may be in underwriting several months. The length of time in underwriting is largely determined by the applicant's timely submittal of the necessary paperwork. Once approved, staff prepares all necessary loan documents, makes arrangements for loan execution, and reserves the required loan funds. During this quarter, one mobile home rehabilitation loan and one historic home rehabilitation loan were funded. Rehabilitation Program Construction Progress During this phase, homeowners receiving rehabilitation loans are guided through an open selection of contractors to complete the work on their homes. Each homeowner is given a list of contractors that have been screened by staff for license and insurance requirements. However, homeowners are allowed to select any contractor that meets these same requirements. Staff assists the homeowners in selection of a contractor, monitors the construction work, approves payments to contractors, and tracks expenditures to ensure they do not exceed available funds. At the end of this quarter, there was one homeowner rehabilitation project out to bid and six under construction. Downpayment Assistance Program Progress For our downpayment assistance program, staff evaluates applicant eligibility and oversees underwriting to ensure compliance with program guidelines and requirements established by the U.S Department of Housing and Urban Development (HUD). Applicants must meet established income requirements, complete an eight -hour pre - purchase counseling program from a HUD - approved agency, be pre - qualified for a first mortgage and have a minimum of three percent of the purchase price from their own savings. Other HUD requirements apply, including a current 19F -2 Quarterly Report Housing Division Projects and Activities April — June 2016 August 16, 2016 Page 3 maximum sales price of $480,000 for a single family home or condo or $480,000 for a newly constructed condo or home. The updated maximum sales price became effective on May 2, 2016. Additionally, the property needs to be in good condition and pass an inspection by staff. During this quarter, staff conducted three down payment assistance workshops and a presentation at the Santa Ana Real Estate / Marketing Broker Preview Meeting. A total of 119 people attended the workshops. In addition, one buyer was approved for an Inclusionary Housing Unit purchase at Magnolia Lane and two down payment assistance loans were approved. Loan Portfolio Management & Monitoring The Housing Division is responsible for managing the residential loan portfolio. As of the end of this quarter, the principal balance was $113,174,912. This is comprised of 432 loans of which 403 are deferred or residual receipt payment loans. As shown in Table 2, the loan portfolio generated $320,314 in payments of principal and interest during the quarter. Table 2: Portfolio Revenue Source 4th Quarter Total FY Loan Payoffs $170,748 $1,615,538 Residual Receipts Payments $114,764 $249,465 Amortized Loan Payments $34,802 $142,370 Total $320,314 $2,007,373 Monitoring As part of the requirements for these funds, staff must monitor the owner - occupancy for single family homes that have received loans, and the code compliance of units in rental projects with long -term affordability covenants. During this quarter, 45 owner - occupancy recertification letters were mailed; 35 were returned and processed. Staff also audited files for 106 units in 40 projects, and conducted code compliance inspections for 6 units in one project. Regulations require that only a sample of units be selected for inspection. Staff also inspects the grounds and common areas such as laundry rooms to ensure they also meet municipal code requirements. The grounds, common areas and almost all of the inspected units were found to be in compliance at the time of initial inspection. One of the units had an inoperative smoke alarm which was immediately repaired and passed inspection. 19F -3 Quarterly Report Housing Division Projects and Activities April — June 2016 August 16, 2016 Page 4 Development Projects NSP 1, 2 and 3 Programs The City's intermediaries, ANR Industries, Orange Housing Development Corporation, and C &C Development, continue to look for eligible properties. Multi - Family Acquisition / Rehabilitation Projects The rehabilitation of 940 S. Minnie Street was completed during this fiscal year and is fully occupied. Habitat for Humanity of Orange County Habitat for Humanity of Orange County completed the construction of two new single - family homes at 4106 and 4110 W. McFadden and both of the homes were sold to qualified buyers. The remaining properties in the Development Agreement with Habitat for Humanity was transferred to the Developer and construction began on five homes located at 4010 - 4026 E. McFadden Street. Once completed, the homes will be sold to qualified low- and moderate - income homebuyers. Depot at Santiago (New 70 -Unit Affordable Rental Housing Development) Construction commenced in April 2016 and excavation for the sub - teranean parking is complete. The entire project is expected to be completed in July 2017. In May 2016, the project was awarded a Southern California Association of Governments (SCAG) Sustainability Award for Achievement in Integrated Land Use and Transportation Planning. Andalucia Apartments (New 70 -Unit Affordable Rental Housing Development) Rough framing is 95% complete and mechanical, electrical and plumbing systems are about 80% complete. Construction is progressing as planned and is on target for completion in December 2016. Santa Ana Arts Collective (Adaptive Reuse of 64 Affordable Rental Housing) The Developer, Meta Housing Corporation, was awarded funds through a Request for Proposal (RFP) process to acquire and develop 57 affordable rental housing units with with a preference for applicants who are artists and working artist families within Santa Ana. The Developer has completed the entitlement process and submitted an application for 9% Low - Income Housing Tax Credits. The Developer was invited to submit a full proposal application for Affordable Housing and Sustainable Communities Program grant funds (Cap & Trade), which was submitted in June 2016. The Cap & Trade award announcement is anticipated to occur in September 2016. Guest House The Developer, Community Development Partners and Mercy House, was awarded HOME funds through a Request for Proposal (RFP) process to acquire and rehabilitate a former motel on First Street into 71 units of permanent supportive housing for homeless individuals. The project was awarded in time for the City to meet the July 2016 HOME commitment deadline. The Developer is currently in the process of obtaining tax credits and affordable housing bonds, which will be finalized in July 2016. 19F -4 Quarterly Report Housing Division Projects and Activities April — June 2016 August 16, 2016 Page 5 First Street Apartments (New 69 -Unit Affordable Rental Housing Development) On April 19, 2016, City Council approved an award of inclusionary housing in -lieu fees to the Developer, AMCAL Multi- Housing LLC, for the First Street Apartments project and approved a conditional loan commitment letter of $8,900,000 that will be contingent on the City's actual receipt of in -lieu fee payments of $9,695,725.60, or a portion thereof, or a cash equivalent to the in -lieu fee payments from the Heritage Village OC, LLC. STRATEGIC PLAN ALIGNMENT The activities covered by this report allow the City to meet Goal #5 (Community Health, Livability, Engagement & Sustainability) Objective #3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT There is no fiscal impact associated with this action. Robert C. Corte Special Assistant - the- City-Manager City Manager's Office JB /RL 19F -5 19F -6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: ECONOMIC DEVELOPMENT ACCOMPLISHMENTS AND EFFORTS (STRATEGIC PLAN NO. 3) I CITY MANAGER Receive and file. DISCUSSION ❑ As Recommended ❑ As Amended ❑ Ordinance on It Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Economic Development continues to be a top priority for the City of Santa Ana. Over the past several years, the City has engaged in many economic development activities that have led to an increase in investment, the attraction and retention of businesses, and a more sustainable business - friendly environment. The attached memo (Exhibit 1) provides an update on the many economic development accomplishments and efforts during that time. These accomplishments satisfy many of the City's Strategic Plan Economic Development Goals by "bringing jobs and opportunity to the City and provide tax revenues for public services that benefit the entire community ". STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development. FISCAL IMPACT There is no fiscal impact associated with this item. EXHIBIT: 1. Memo on Econimic Development Accomplishments and Activities 19G -1 19G -2 i ll- To: Mayor and City Council Date: August 16, 2016 /p From: David Cavazos, City Manager ° �" OAJ Subject: ECONOMIC DEVELOPMENT ACCOMPLISHMENTS AND EFFORTS This memo provides an update on Economic Development accomplishments and efforts in the last two years. Public /Private Partnerships • The City, in partnership with the industrial property owners in the Warner industrial Community, has formed an Assessment District to fund roadway improvements within their boundary. The City and property owners will fund equally the costs to replace damaged concrete curbs, gutters, sideways and deteriorated pavement. As part of a Settlement Agreement with the South Main Merchants, the City will be investing over $4.7 million in the corridor for public improvements such as new shade trees, street lighting, bus shelters, and enhanced crosswalks. Gensler, a design firm, was hired by the S. Main Merchants to prepare a South Main Visioning Plan which was approved by the City in July 2016. An additional $2.5 million from former redevelopment bonds will also be received and invested into the S. Main corridor. It is anticipated that these improvements will be completed within the next 3 -5 years. 19G -3 Memo: Economic Development Update August 16, 2016 City Investment in Economic Development Projects i The following is the major funding available for economic development projects and efforts: Economic Development and Infrastructure Projects in $1.6 million ($400k each corridor) Corridors (Downtown, Harbor, S. Main, 17'h Street) *Note. General Fund Allocation for Economic Development staffing and admin = $465,000 Real Estate Investment • Over 1.9 million square feet leased since 2015 • Estimated over 1,000 new jobs created 2 19G -4 Top Leases (2015-2016) New Business Square Footage Lease Year Banco Califgrnia Deutsche Bank 136,269 2015 61;731' The Enthusiast Network 61,609 2015 Pac(fiCail� litsuranc� 60,000. : ,2t11,5 �!h ' American Cooling Tower 49,700 2015 GS OvemighYDellvery ` 47,765 2015 's Round 1 Entertainment 47,500 2015 2MHour Fitness ; 4 ?,300 .�015=`'_ ` Atlas International 46,600 2015 Jobber Wholesale =.46,417: Hobby Lobby 46,000 2015 qel Airiii Motoisports New American Funding 41,418 2015 2 19G -4 Memo: Economic Development Update August 16, 2016 • Santa Ana's Annual Unemployment rate in 2015 was 5.2% 16.0% _.____,._...._... ._..�,,.._._..�__.�._...._._ - -- 14.0% .1% 10.0% — 10.4 1043°/0 8.0% 6.s 4 5.2% 4.01b ___ 2.0% 0,00% 2006 2007 2008 2009 2010 209.1 2012 2013 2014 2015 —+ -Santa Ana — *—Orange County California 9E United States Business Attraction and Retention • Over 250 businesses have been visited by City /Chamber Business Retention team since 2015. • City provided bus tour to over 55 brokers and developers and highlighted several potential development opportunities currently in the City. • Negotiated and currently facilitating the completion of the sale of City owned property at 1232 -1244 S. Bristol for the creation of a dialysis center. This will result in over 65 new high - skilled, high paying jobs for the corridor. • Developed a hotel development incentive program designed to attract new 4 to 5 star hotel developments. • Completed a sales tax sharing agreement with Volvo to facilitate a renovation and increase in inventory for the Volvo dealership. This should result in a significant increase in sales tax to the City. • Facilitated installation of new 15x30 foot freeway sign for Kia Depot along the 5 Freeway. 3 19G -5 Memo: Economic Development Update August 16, 2016 • Worked with Penske Automotive (owners of the majority dealerships in the Auto Mall) to install new bollards and other street improvements in the Auto Mall. • Worked with over 30 companies to assist them with Planning and Building related issues this past year. • Worked with over 60 companies to find a site in the City of Santa Ana. Many have opened and are currently operating in the City. (Del Amo Motorsports, ALDI, IPC USA) • Staff attended the International Council of Shopping Centers (ICSC) convention in San Diego and Las Vegas and discussed several development opportunities with brokers and developers. Streamlining Business Processes In an effort to enhance the City's current economic development efforts, the City formed an Economic Development Taskforce. This taskforce comprised of local business leaders have reviewed and recommended several business friendly initiatives that have resulted in the hiring of staff to accomplish these initiatives: • Action: Hired 5 new inspector staff positions • Review Adaptive Reuse Ordinance (Action: Council approval of ordinance) • Recommend additional building plan checkers to meet acceptable turnaround times (Action: 4 new building engineer staff) • Interviewed consultant for Economic Development Strategic Plan (Action: Recommended hiring of RSG to develop plan) • Review Electronic Plan Review and Mobile Technology for City inspectors (Action: Move forward with E -Plan review and purchase mobile technology) Economic Development Partnerships /Events • Formed Orange County Recycling Market Development Zone (Santa Ana, Huntington Beach, Garden Grove, Orange, Stanton, County of Orange), which provides State funded low interest loans, technical assistance, site selection, permitting assistance, and assistance with obtaining recycle materials for manufacturing companies that locate in the City. Co- hosted 3rd Annual GROW Conference at the Discovery Science Cube with over 400 developers, real estate brokers, and community leaders attending. This was a sharp increase in attendance over last year's event (83 attendees). • Financially supported the ART (Anaheim Resort Transportation) bus which brings visitors from the Anaheim Resort area to Santa Ana amenities: Downtown, Bowers Museum, Westfield MainPlace and the Discovery Cube. • Established an Economic Development Council with Chamber of Commerce to bring together active stakeholders in the city who all desire the same collective outcome: a vibrant, sustainable and healthy business climate that allows for both revenue and tax growth, but also paves the way for the growth of social capital. Ell 19G -6 Memo: Economic Development Update August 16, 2016 • The City was the Silver sponsor for the 2016 Taste of Santa Ana, an event hosted by the Chamber of Commerce at Main Place Mall. • The City sponsored the Santa Ana Street Breakfast with over 1,000 people attending this event. Small Business Development • Provided over 42 small business incentive program (CDBG) grants since inception (FY13/14) with a 70% success rate in businesses still being open and viable (6 businesses closed). Statistics show only 2/3 of businesses survive for 2 years, half survive for 5 years and 1/3 will survive for ten years. New Development Projects along Harbor Blvd • The Line — 228 -unit mixed -use development with 4,000 square feet of retail along future fixed - guideway line • C&C Harbor /Hazard - 70 -unit affordable development project on 2.16 acres. • 5`h and Harbor - 99 residential units and 10,700 square feet of commercial /retail. • 520 S. Harbor - North of Harbor /McFadden —35 single - family detached homes on 2.27 acre site • Tribella Mixed Use Development - North Harbor between 11`h and Washington_ 15 live /work units and 95 single - family detached homes. Downtown Development • It is anticipated that the City will begin the installation of the new Downtown Wayfinding signage system in August- September 2016. • In May 2014, the City unveiled a valet parking program at the parking lot of 3rd and Bush from 8pm to tam. • Continued administration of the City's Downtown Business Improvement District (BID), with over 700 businesses, generates over $400,000 in marketing and promotional revenue for the area. In June 2016, the City launched a midweek lunch trolley in partnership with the Downtown Santa Ana Restaurant Association. The free trolley service connects City Hall and the OC Courthouse to Downtown Santa Ana's 70+ restaurants. • The City continues to partner with the Downtown BID groups to host special events that attract visitors and promote downtown Santa Ana. In 2016, these special events include: the Santa Ana Media Summit, the Santa Ana Street Breakfast, and Savor Santa Ana. • From January to June 2016, City staff led more than twenty tours highlighting Downtown Santa Ana. Tours included real estate developers, prospective new businesses, brokers, and investors. • Modernized parking meters downtown has resulted in over $800,000 in additional revenue. 5 19G -7 Memo: Economic Development Update August 16, 2016 In process of modernizing parking operations at downtown garages which will result in increased revenue to be invested back into the downtown area. Marketing and Promotion • To continue to promote and support a vibrant business climate, the City of Santa Ana unveiled a new "Shop Local Santa Ana" campaign. Staff coordinated with Mayor and City Council to unveil a new Shop Local, Shop Santa Ana video. • Utilizing Strategic Plan funding, staff worked with the South Main Merchants to install banners along the corridor. • Created business corridor profiles to market business districts to brokers and developers to attract investment. Over 1,000 pieces have been disseminated at the ICSC conventions. • The City has contracted with North Star Destination Strategies to design and implement a citywide branding strategy. Workforce Development Santa Ana WORK Center Service highlights • 26,910 people served • 4,121 Individuals received one -on -one resume assistance • $774,562 Funds invested in training • 68% of program participants employed • Over 4,000 people attended a varietyjob search assistance workshops Job Fairs The WORK Center also coordinated various job fairs including: • Summer Youth Job Fair- Attended by over 300 job seekers and 42 employers were present. • OC Job Fair Expo 2016 - Held in collaboration with other Orange County's Workforce Agencies. Over 4,OOOjob seekers and 100 employers attended. Youth Service Provider Network (YSPN) • Enrolled over one hundred at -risk Santa Ana youth participants in Program that focuses on academic improvement and workforce preparation. • More than 70 youth have increased the basic reading and /or math grade level that were basic skills deficient 13 have enrolled into college • 40 have received H.S. Diplomas and /or Occupational Certifications 72 are receiving training and are on track to accomplish one or all of the above by June 2016 Bridges to Engineering Program • Enrolled 290 students in the Orange County Bridge to Engineering Program that focuses on increasing the participation of unrepresented minorities, women, and veterans in the field of engineering. • Created 157 internships with NASA Jet Propulsion Labs, Precision Optical, Grupo SMS, Benchmark and Sandvik, and Freedom Innovations, Inc. 6 19G -8 Memo: Economic Development Update August 16, 2016 • 49 program participants have earned their Engineering degree. 14 have achieved an Associate's degree. Next Steps IZil 1. Economic Development Strategic Plan - Will be presenting a draft of the Economic Development Strategic Plan prepared by RSG at the August 16th City Council Work Study Session. 2. Economic Development Initiatives RFP— Will be presenting the process for soliciting proposals for the $1 million in funding for economic development initiatives at the August 16" City Council Work Study Session. 3. Direct Allocation of $1 million funding - Alternative option to allocate $1 million in economic development project funds directly to an organization(s) in a public /private partnership that forgoes the RFP process. 7 19G -9 19G -10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: APPROPRIATION ADJUSTMENT FOR THE NATIONAL MEDAL FOR MUSEUM AND LIBRARY SERVICE AWARD (STRATEGIC PLAN NO. 2,2A) A 1 Y RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1't Reading ❑ Ordinance on 20d Reading ❑ Implementing Resolution ❑ Set Public Hearing Fore FILE NUMBER Approve an appropriation adjustment recognizing grant revenue in the amount of $5,000 in the Library Grants revenue account (no. 15311002 52000) and appropriating funds to the Library Grants expenditure account (no. 15311160 63001). DISCUSSION The National Medal for Museum and Library Service is the nation's highest award for Museum and Library Service. The award honors outstanding institutions that make significant and exceptional contributions to their communities. It is awarded annually to five libraries and five museums by the Institute for Museum and Library Services. The libraries are selected from among the nation's 123,000 libraries by a presidentially- appointed Board. Recipient institutions receive the National Medal at a ceremony held at the White House in Washington, D.C., along with a $5,000 award in recognition of their extraordinary civic, educational, economic, environmental, and social contributions. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #2 - Youth, Education, Recreation, Objective #2 (Expand youth programming), Strategy A (Focus resources on quality youth engagement, civic awareness, enrichment and educational programs (i.e. youth camping trips) and expand after - school programs during out -of- school hours at the library and community centers). 20A -1 Appropriation Adjustment for the National Medal for Museum and Library Service Award August 16, 2016 Page 2 FISCAL IMPACT The appropriation adjustment will recognize revenue in the FY 2016/2017 budget in the amount of $5,000 in the Library Grant revenue account (no. 15311002 52000) and appropriate an equal amount to the Library Grant expenditure account (no. 15311160 63001). Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrezt_ r Executive Director Finance and Management Services Agency 20A -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: APPROVE APPROPRIATION ADJUSTMENT AND AWARD OF CONTRACT FOR MATERIALS ABATEMENT AND ENVIRONMENTAL REMEDIATION ASSOCIATED WITH THE RENOVATION AND REUSE OF THE YMCA PROPERTY (PROJECT: 16 -6876) (STRATEGIC PLAN NO. 3,5A) tTTY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ® As Recommended ® As Amended 71 Ordinance on 1s' Reading [] Ordinance on 2 1a Reading Implementing Resolution Set Public Hearing For CONTINUED TO FILE NUMBER 1. Approve an Appropriation Adjustment for Fiscal Year 2016 -17 recognizing $1,971,770.75 from the Liability & Property Insurance Fund Reserves in Balance from Prior Year and appropriating the same to the Building Improvement expenditure account for the purpose of completing the remediation of environmental hazards present at the former YMCA building. 2. Authorize the City Manager and the Clerk of the Council to award and execute a construction contract to Matrix Environmental, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $1,320,893.99, for the term beginning upon execution of the contract and ending upon project completion, for the construction of the Former YMCA Materials Abatement and Environmental Remediation project, subject to nonsubstantive changes approved by the City Manager and City Attorney. 3. Approve the Project Cost Analysis for a total estimated project delivery cost of $1,971,770.75, which includes the contract base amount, consultant engineering services, design engineering, administration, inspection, testing, and an authorized contingency of approximately 30 percent, in the amount of $396,269. The YMCA building, located at 205 West Civic Center Drive, was purchased by the City in 1992 and has been vacant since that time (Exhibit 1). The building is in serious disrepair due to age, vandalism, and deferred maintenance. Addressing the exterior appearance of the YMCA building and enhancing building security are important interim measures that were accomplished shortly after the September 2014 City Council approval of the Exclusive Negotiating Agreement with St. Joseph Health. A Purchase Option Agreement with St. Joseph Health for the YMCA building was subsequently approved by the City Council in November 2015. This agreement recognized the significant progress made by St. Joseph Health and their team of consultants regarding project economic feasibility, environmental reviews, entitlements, historic rehabilitation requirements, project budget, assembling an experienced 20B -1 Contract Award for Construction of the Former YMCA Materials Abatement and Environmental Remediation Project August 16, 2016 Page 2 rehabilitation team, and parking assessment. The Purchase Option required the City of Santa Ana to proceed with the remediation of environmental hazards present in the YMCA building prior to St. Joseph Health exercising their purchase option. Guiding principles associated with the YMCA project management work of St. Joseph Health remain as follows: 1. The City Council's stated objective to implement a strong economic development program in the Downtown which provides a linkage between the Civic Center and related professional office and nonprofit organizations 2. The St. Joseph Health proposal to share operating revenues and expenses, lending strength to their financial proposal while ensuring the long -term viability of the project 3. St. Joseph Health operating a wellness center onsite and Taller San Jose being a tenant of the building, thereby providing a more secure venue than a speculative commercial development The Public Works Agency will be managing the remediation of the environmental hazards present at the YMCA building. The City's environmental consultant prepared the necessary bid documents and a Notice Inviting Bids was advertised for bid on July 3 and July 8, 2016. Bids were opened on July 28, 2016. The following is a summary of the bid invitations made and the bids received: Contractor Participation Data Santa Ana contractors receiving notices 6 Contractors requesting bidding documents 8 Bids received 7 Bids received from Santa Ana contractors 0 Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID AMT 1 Matrix Environmental, Inc. Long Beach $1,320,893.99 2 Castlerock Environmental, Inc. Santa Fe Springs $2,424,858.50 A total of two bids were received and both were considered responsive. Matrix Environmental, Inc., submitted the lowest responsive bid in the amount $1,320,893.99 (Exhibit 2). The Matrix Environmental, Inc., bid is comparable to the engineer's estimate of $922,660. Based on the bid analysis and a contractor's reference check, staff recommends awarding the construction contract to Matrix Environmental, Inc. (Exhibit 3). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #5 (leverage private investment that results in tax base expansion and job creation citywide), Strategy A (identify and market underutilized properties [City- and non - City- owned] for new development that will create new jobs and expand the City's tax base). 20B -2 Contract Award for Construction of the Former YMCA Materials Abatement and Environmental Remediation Project August 16, 2016 Page 3 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. 2016 -88 was filed for this project. FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 4), the estimated total delivery cost of the project is $1,971,770.75, which includes construction, consultant engineering services, design engineering, contract administration, inspection, testing, and contingencies. With the approval of the Appropriation Adjustment, $1,971,770.75 will be recognized from the Liability and Property Insurance Fund Reserves in Balance from Prior Year revenue account (No. 08009002 - 50001) and appropriated to the Building Improvement expenditure account (No. 08009051 - 66200) to complete the remediation of environmental hazards at the former YMCA building (Project No. 16- 6876). Fred Mousavipour Executive Director Public Works Agency Robert Cortez Special Assistant to the i nager Community Development Agency FM /EWG /TC /MO Exhibits: 1. Location Map 2. Bid 3. Construction Contract 4. Cost Analysis APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Executive Director Personnel Services 411W - r�- CIVIC CENTER DR LEGEND 'i .. - PROJECT LOCATION 9 CIVIC CENTER DR I 0 SANTA ANA PROJECT 16 -6876 CITY COUNCIL FORMER YMCA - MATERIALS ABATEMENT P W A AGENDA DATE: AND PUBLIC WORKS V AUGUST 16, 2016 ENVIROMENTAL REMIDIATION PAGE 1 OF 1 Exhibit 1 20B -5 rI- CITY Of SANTA ANA PROPOSAL Exh'b;t 2 PROJECT NO.: 16 -6876 FORMER YMCA — MATERIALS ABATEMENT AND ENVIRONMENTAL REMEDIATION BID PROPOSAL TO: CITY COUNCIL OF T14E CITY OF SANTA ANA ADDENDUM THREE FROM; T Y i� �c,U U l� tshln^CD i ,�I Go REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump surn(s) set forth in the following schedule: * Submit a work plan for City approval phasing, and length of time. Table A: Miscellaneous Item Description Quantity Unit Unit Price Amount 1 Mobilization/Dei 0obilization (No more than 10% of the total bid Tables A -H) I LS $ $ 2 Permits 1 LS $ l ti7. 3 $��'9. 3 Windows Patios 1 LS $38�?p�s $B5,0c 4 Board Up Windows 30 EA S Pool Mater Analysis, Romoval and Disposal and Bottom Cleanup 1 LS $G7 P 6 _ Drain Cleaning 1. LS Blue ceramic file and mortar /grout 7 1 olyetkrylene Sheathing Around Scaffolding 1 LS $2i° Odk7�'?i 8 Building Seourity I LS $✓CFgr $ C7 . Total Items 1-8t _ $ . rj✓ av *YG@ e 00 eu.? Table B: Asbestos Abatement Item Location Description Quantity Unit Uu t Price Amount _ :Main Building Roof (inoludos all lovels Rolled roofing fields, with asphalt shooting) felts and associated 6000 SF $ 2tLjO $B5,0c mastics 10 Basement throughout walls Mirror Mastic 150 SF $a—.0 $_ " OD 11 Basement floor at youth shower access to Blue ceramic file and mortar /grout S1" $_I 11T' ` $ 1, Goa pool and, 7S � ou�hrestrootu 12 Basoment at boiler room Gaskets piping and at 101 floor $ SIT storage at abandoned water heater Cr OF SANT. ANA PROPOSAL PROSECTNO.:16 -6$76 Exhibit 2 FORMER YMCA — MATERIALS ABATEMENT AND ENVIRONMENTAL RBMED]ATIOTN 'Fable B: Asbestos Abatement ).tent _ Location Description Qnarltity Unit �x1,7t Price Amotmt Main Building 13 Basement P" floor throughout Plaster walls and ceilings 24,000 SF s $ 14 1 floor storage between gym and Xerox room at abandoned heater unit I- leater gasket 5 SF $ °'' °$ 00 _ c 15 V floor closet at staff area 12" x 12" White VFT and mastic 12 SF 16 17 IT floor/basoment: Gymnasium south and cast stairs to basement 1" floor office east of gymnasium near staircase) Non -slip floor hovering /stair tread and tan mastic Ceramic tile. grout and mortar 140 60 SF SF S jOl $1Z±Q--o g , $ '7 LO , IS I" floor kitchen on west wall Paper FIVAC boot wrap 5 LF 19 20 1' floor kitchen on west wall from basement level ceiling through roof, and storage room oeiling 2 °6 floor room 227 Comeutitious vent pipes Baseboard and mastic g0 45 SF LF $ 4T "� 11 $ a $ ° „ r� $ .. 'w 21 Southeast interior stairwell at 2 "a /3'a flight, and on abandoned gymnasium at room 201 White plaster type dollop. adhesive _ 20 SP $ $ /� r,� p, /<-• �: _ t" l i ' Southwest Building_ l �, _ _ 22 Interior wall base Base covo mastic J 150 LF $ 23 Roof patches, seams and penetration Silver paint and roof mastic 45 SF $✓�i $ ° Concrete Block Bididin 24 Roof patches, seams and enetrat on Roof mastic 20 SF $ $> Total Items 9 -24: Table C: Miscellaneous Waste Item Description Quantity Unit Unit Price Amount 25 1 Waste LS LS $. t 0° $ S L7 „ Total Items 25: C- P -2 of P -20 20B-8 5 00 CITE' OF SANTA ANA PROPOSAL Exhibit 2 PROJECT NO.: 16 -6876 FORMER YMCA — MATERIALS ABATEMENT AND ENVIRONMENTAL REMEDIATION Table D: Lead Abatement Item Location Description Quantity Unit 'Unit Price Amount 26 Exterior buildings Stucco walls and windows area Assuming 30% needs stabilization 9,000 SF $ CDG p, _ $ r 27 Roof Wood fascia/Eaves/Sprout 8,000 SF $' . $ C) 28 Roof Metal Vent 8-(4) 60 SP $ $ k 29 Buildings Metal window flame 300 EA 25 EA 30 3` floor halls & rooms Wood door jamb 45 EA $ 31 2" floor hails & rooms Wood doorjamb 45 EA $ 32 2" floor halls & rooms Sinks 2 EA $ 33 1' floor halls & rooms Wood doorjamb 23 EA $ iied , $ 34 1" f cot halls & rooms Wood window (grey) 5 EA p p 35 1 " floor halls & rooms Wood window (pink) 5 EA $ ✓$`YCJ ^J, 36 V' -f oorbatlrroom2 I "xl" Ceramic tile 500 SF $ 37 Gymnasium Wooddoorjarnb 5 EA $ ,' $ 38 Basement pool area 1"xl" Ceramic tile (Tan) 5,000 SP $—C2---'1'0 $ "Z4 39 Basement pool area 1"x1" Ceramic tte (Green) 3,000 SP $ 5 ° "o $ i 40 Basement pool mica 1 "xi" Ceramic tlo (Whito) 500 $F $ oe, "' $ 41 Basement pool shower area 2 12 "x12" Ceramic tile 200 SF $ , 60 42 Basement Kitchen Sirdf 1 EA $ 8o $ s 43 Basement Pool Shower Area 3 1" x 1" ceramic the totaling (Yellow) 2,500 SF $ U $ 0 44 Basement Area Tanks 4 EA $ l� n 45 46 Tank Removal Basement Pool Area Remove Tanlcs, test Glad disposal of any containing materials Plaster Wall 4 1,000 EA $ V lfJ $ Total Item 26 -46: $ =g� ✓"' oCi 9f9 PX� 6V 3� _.._._ Table C: Clean Up of Universal' Waste Item Hazardous Matel lal— Quantity Unit Unit Price AtnOUnt Main Buildhr, 47 Fluorescent Light Bulbs 428 LA $ e 48 Fluorescent Light Ballasts 219 EA $1%j,t "�y 49 Smoke Detectors �A6 EA l;s(. Southwest B'uilding 50 Flnoreacezlt L1g11C Bulbs 3 D EA $ ! i w%�/ 51 Finorascant Light Ballasts 25 EA Concrete Blocic Bullding 52 Fluorescent Light Bulbs 12, — EA 53 Fluorescent l iglxf Ballasts 6 EA Total Item 47 -53: $ U FRI • s i 7 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16-6876 Exhibit 2 FORMER YMCA - MATERIALS ABATEMENT AND ENVIRONME'NTA'L R F:MF,DT ATI ON Table F+ Clean -up of Animal and Human Waste Item Location Quautity Unit Unit Price Amount 5h Tbroughout the Building as LS $ �%�! $ 55 E er s ecifiontion Window glazing putty 3 300 i E EA $ L Total Item 54: ) , Table G: Asbestos Containing Materials (Procedure 5 Plan) ltom L Location D Description Q Quantity U Unit U Unit A Amount Main Building 55 E Exterior and interior W Window glazing putty 3 300 i E EA $ $,_LC_ I I ( dnoughout 56 B Basamout at southwest F Fibrous paper (insulation) stairwell atbottorn d debris 1 10 S SF $ $ 2I,� landing 57 B Basement youth locker G Green floor tile and black �� at north storage stair m mastic (debris) 5 5 S SF $ $_//-/ $ $ � area _ _ 58 B Basement walls and ' ' Drywall and J. oint compound 5 5,600 S SP $ $ F-7 P -4 of P -20 20B -10 I D0 5to 01 C-C, ('Cr V� GO CITY OF SANTA ANA PROPOSAL PROJECT NO,: 16-6876 Exhibit 2 FORMER YMCA — MATERIALS ABATEMENT AND ENVIRONMENTAL R.EMEDIATION Table G: Asbestos Containing Materials (Procedure 5 Plan) Item Location Description Quantity Unit Unit Amount Price 67 2'd floor west stair Drywall with joint oornpound at landing wall build -out calling 340 SF $2-125 $ (debris in stairwell closet 68 2" floor restroom Corrugated paper insulation ceiling (debris d ceiling deck and men's 40 SF j�, $' l �« � , , , $��_�, and women's shower area 69 2" and 3" floor ceiling TSI pipe adjacent to rostrooms and pipe chase; throughout north central roof area (2 "d Z j° /3`4 level roof), north 150 LF $ G s 5 4 roof and wall area (north side of gym at 2 "d and ground level), Debris observed below damaged elbow areas 70 2" and 3 floor ceiling Pipe elbows Insulation (and area adjacout to dabris) rostrooms and pipe chase; throughout north central roof area (2 "d and 3`d level roof), Y J and north roof and wall 40 YA area (north side of gyro at 2 "4 and ground level), Debris observed below damaged elbow areas 71 3` floor teen's and Drywall with joint compound g women's restroom (including debris) 340 SF s,ZZ $ � ) walls, 3'd floor storage closet coiling Southwest Building 72 Northeast room on Corrugated insulation debris 3 qF $ $_ floor 73 Coiling /floor Cementitious piping 3 5F Total Item 5573: —_ $_� – Table H: Alternate As Needed Item Location Description Quantity Unit Unit Amount Price 74 Roof _._ Plywood 3p EA 75 UaserazanG Liquid Disposal 4 1 HA $° f' ` $ a _ 9Tota1 Item 74-75; $ L , 21dfi to 0 J! E/ 00 CQ^ CITY OF SANTA ANA PROPOSAL Exhibit 2 PROJECT NO,; 16 -6876 FORMER YMCA -- MATERIALS ABATEMENT AND ENVIRONMEN'I'AL REMEDIATION TOTAL BID FROM TABLE A- H: $ � Qo The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add - alternate bid items (i£ any). TTI�I FOR COMPLLT TON OF IMPROVEMENTS AND LTOUIOATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within sixty 60 worlci�rg_d after the commencement data stated in the Notice to Proceed. The liquidated damages amount, in lien of the amount specified in Subsection 6 -9 of the Standard Specifications, shall be $1,000 per calendar day. Name of Firm Signature of BIDDER Title V_ (If an individual, so state. If a firma or oo- partnership, state the firm name and give the names of all individual co- partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) 2UE� 112 CITY OF SANTA ANA Exhibit 2 PROPOSAL PROMT NO,: 16 -6876 FORMER YMCA — MATERIALS ABATEMENT AND ENVIRONMENTAL REMEDIATION BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement botweon BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the C1er1c of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Ageney Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his approval of the forte of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDBR. or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto, BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he /she will f4mish AGENCY all requited bonds and certificate of liability insurance within ten (10) business days or the. funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages flue to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said finds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the ont[re work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work sativfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned oartifies Linder. penalty of perjury that the foregoing is true and correct. Name of Firm SignaWro ofBll Title \ti \ , 'I\\ T _ (lf an individual, so state, If a firin or co- partnership, state the Erin name and give [lie names of all individual co-partnors composing the firm. If a corporation, state legal time of oorporation, and names of President, Secretary, Treasixet and Manager, thereof) P -6 ofP -19 20B -13 CITY OF SANTA ANA Exhibit 2 PROPOSAL PROJECT NO.: 16-6876 DORMER YMCA. – MATERIALS ABATEMENT AND ENV MO'NNIENTAL REMEDIATION COIR CTOR'S LICENSING A VD REGIS'I'RATIQ'h� STATEMENT The undersigned contractor, or corporate offi.ccr, declares under penalty of perjury that he /sho and all his /her subcontractors are registered with the State of California Department of Industrial Relations (DIR), and that the following is Live and correct. Contractor's Name: B'asitioss Address: 0 ojV Business E -Mail Address: — \110, W3 VT'I N %$ i0, . N f T Telephone: �1 State Contractor's LicenseNo, and Class: w(lvJ i License Expiration Date: State Dept, of Industrial Relations (DIR) �y Registrador).No,: U u 1 State Do Registrat Signed: Title: P -7 of P -19 20B -14 CITY OF SANTA Ai`VA. Exhibit 2 PROPOSAL PROJECT NO,; 16 -6876 FORMUR YMCA — MATMALS ABATEMENT' AND ENVJ ONMENTAL REMEDLATION Pl2EVA [LING WAGE COMPLIANCE AND 1y10N1TOl21NG ST'ATEMFNT Contractor is aware of the requiremonts of California Labor Code Section 1720, of seq., as well as California Code of Regulations, ntlo 8, Section 16,000, et seq., ("Prevailing Wage Laws "), which require the, payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or " maintenance "project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement, Contractor shall make copies of the prevailing rates of per diem wages for each craft, classi'tcation or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site, Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless '£rom any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws, The undersigned certifies that the foregoing is true and correct, Name of Firm �V� , nY Y � � �i� \t; °�l VRA , V i�/ ' Signature �ofB1DDER Title (if' an individual, sa stE P -8 of P-19 20B -15 Exhibit 2 MY OF SANTA ANA PROPOSAL PROJECT NO,; 16 -6876 FORMER YMCA. -- MATERIALS ABATENIENT AND ENVHWNMENTAL REMEDIN110N QWNET2SHIP AFFIDAVIT STATE OF CALIFORNIA ) COUN'I"Y OP ORANGE ) SS: CITY OF SANTA ANA } %00—N _ , being diilysworq deposes and says: LlINDIVIDUAL, That hel shois the partyruuking the foregoing proposal: [�PARTNERSIRP That he/ sho is a member of the copartnaship fret designated as: and win has been and is duty vested with the authority to mako and meute instruments for the co- pariaership by! who cumthato She other members of the co:- patmombip, ORPORATION That he Is of'. a corporation which is malting the £oregoing proposal; El SOINT VENTURE "at he is of ono of the pazdes making the fozegoing proposal ns a joint vantnro, and din hclshe has been and Is duly vested with the authority to mouto instruments for an on behalf of the partios making said hid who are: that suuoh a bid is genuine and not collusive or sham, and has not hi any ananner sought by collusion t secure any advantage against the City of Santa Ana or any person interested in the proposed n act, for himself or any other person. Signature of B*or Subscribed and sworn to before me this day of_ 20 _ Signature of officer Administering Oath (Notary Public) P-9 Of P -19 20B -16 Exhibit 2 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of LOS ANGELES Subscribed and sworn to (or affirmed) before me on this 27TH day of JULY 20 is , by LISA POWELL , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. NANCY A.TEJEOA Commission # 2121530 c r Notary Public • Calltornia a Los Angeles County aeu rnmm. 6xnlras Auo 27.2019 t (Seal) Signatu 20B -17 CITY Or SANTA ANA Bond Nn.: MATEN -014 PROPOSAL Exhibit 2 PROJECT NO,: 16 -6876 FORMER YMCA. – MATERIALS ABATEMENT AND ENVIRONMENTAL REMEDIATION BID BOND KNOW ALL PRESENT that, Matrix Environmental, Inc. as BIDDER, and tnncrnational Fidelity Insurance Company as SURETY e e are held slid firmly bound unto the CITY OF SANTA ANA, as AGENCY', in the penal sum of Ten Percent Of The Total AlnountBid Dollars($ 10 %OfBid ), which is ten percent (10%) of the total amount bid by BIDDER to AGENCY for the above - ,stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above - stated project, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER in the manner and time specified, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of AGENCY. IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seal this 1sth day of_July _ 2016. BIDDER* Matrix Sy: SURETY* Internati By: Randy E Subscribed and s, Signature: — to betore me , 20 —. Notary Public in and for the County of , State of 2330 E. Cheery Industrial Circle tong Beach, CA 90805 2400 E. Katella Avenue, Suite 2,50 Anaheim, CA 92806 this day of * Provide BIDDER/ SURETY name, address, said telephone number and the name, title, address, and telephone number of authorized representative. P -10 of P-19 r1- CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT Exhibit 2 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of CALIFORNIA County of ORANgE (42 July 18th, 2016 i1oll personally appeared RANDYSPOHN IN ® who proved to me on the basis of satisfactory evidence to be the person( -s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /sire /" executed the same in his /leer /their authorized capacity ¢es), and that by his /heF /t -heir, signature(s) on the instrument the personal, or the entity upon behalf of which the person(-s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ERIKAGUIDO IE= WITNESS nd and official seal. COMM, # 2022671 NOTARY PUBLIC CALIFORNIA N I' ORANGE COUNTY M. Wmm. expires May 5, 2017 t store of taty Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. ❑ INDIVIDUAL ❑ CORPORATE OFFICER ❑ PARTNER(S) ❑ LIMITED ® ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ GUARDIAN/ CONSERVATOR ❑ OTHER: _ SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) crrY OF sANxa. ANA Exhibit 2 PROPOSAL PROJECT NO.: 16.6876 FORMER YMCA — MATERIALS ADXPEMENT AND ENVIRONMENTAL REMEDIATION LIST OF SUB- CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount; • Streets, highways including bridge projects: %z% of the bid or $10,000, whichever is greater • Buildings, parks, or other projcots: '' /a °f° ofthe bid Section 1725.5 of the Public Contract Code requires all Siabcontraotors be registered with the State Dopat•tment of Industrial Relations QXR). BMDER proposes to subcontract certain portions of the work to the firms listed below: [�f p.:t� Name —V— License # /Exp, 0 0 0 3`,U DIR Reg. #/Exp, Location Phone 1144 Type Of Work Amount $ Name •7 License #/Exp. Da Reg. #I?xp. LOGation Phone Type Of Work Amount $ Name 4 -75/2,5117 Name License #/Exp. ,_.. License ##Exp, DIR Reg. #/Exp. L Qa - ` Ya r �J iR Reg. #(Exp. License # !License# Location .4% t;i! C�II yt. rail ti011 — Phone #C Z,p_ / Pone Typo of 'Fork fm _ Type Of Work Amount $ J 2, j , `� §0- Amount $ — -- Name License #¢/13xp. DIR Reg. 4/Exp. License # LOGation Phone _ Typo Of'M rk Amount $ Signdture of Bidder Name License #,/Exp. DIR Rog. # /Exp. License # Location Phono �.._...�. �,�.�. Type Of Work Amount $ P -11 ofp -19 20B -21 Exhibit 2 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6876 FORMER YMCA — MATERIALS ABATEMENT AND ENVIRONMENTAL RE.MEDIATION The following toe the names, addresses, and toloph.one numbers for THREE, public agencies for which the BIDDER, has petf'ormad similar worl<within the past three years. 1. , 1hvA 1fit \1!r`.,11:fi \ +t ?I;A\l U,t, ;,W PUv 0 A iAGi ` 9)1� N r e atid'I e16phouc Number of orlon familiar with proj Oct. Contract Amount Type of Work Date Completed A�Ui1v4�U�Ul� 2. Hamo and Address of owner.._ ameandTelephone Number o personflatuihiu Tith projeot. Conttaot Amount ype of Wor Date Completed 3, 115' Ok `W> l AP,lvit!, VP,dm iT,m� �Avv ,Wln m , (,h cm4, . va e anu pares; of weer. Name aralTelephonoNumber ofpersaa familiar withprojaet. UTPIAA; Contract Amount TYPO of work. Date Cotnplotod The following are the names, addresses, and telephone numbers of all brolcors and. s'uroties front whom BIDDEN intends to procure insurance slid bonds, (ii kA) kLgw� P -12 ofP -'19 20B -22 Exhibit 2 CITY OF SANTA ANA PROPOSAL PROJECT NO„ 166876 FORMER YMCA — MATERIALS ABATEMENT AND 'ENVIRONMENTAL RBMEDIATION ADDITIONAL REPP.RENCES Tho following are the names, addresses, and telephone numbers for THREE, public agencies for which. the 13IDDER or Subooni actor has performed street improvement work in the past 5 y6ars, 1. z. S. Name of owner, Name and Telephone Number of person famillar with project. Contract Amount Name and Address of owner. Type of Work Date Completed Name and Telephone Number of porson familiar with project, Contract Amount Namc an.el Address of owner. Type of Work Name and Telephone N'urnber of person familiar withptcj cot„ Date Completed Contract Amount Type of Work- Dato Completed The following axe the names, addresses, end telephono nunibors of all brokers and sureties from whom BIDDER intends to procuro llrsurauce and bench, P43 of 249 20B -23 Exhibit 2 CITY OF SANTA ANA PROPOSAL PROJECT NO,: 16 -6576 PORMU3, YMCA — MA'1'BRIALS ABATIWENT AND ENVIRONMENTAL. REMEDIATION NQIN -M LUSIQNAFFID AVIT (Title 23 United States Code Section 112 and Public Contraot Code Section 7106) In accordance with Title 23 United States Coda Section 112 and Publla Contract Code 7106 the BIDDER declares that the bid is not made in the interest o% or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or hrdireetly induced or solicited any other BIDDER to pct in a false or stain bid, and bas not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain atom bidding; that the BIDDER has not in anymanner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid, price, or of that of any other BIDDER, or to secure any advantage against the public body awarding flaw contract o:" anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her• bid price or any broalcdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any number or agent thereof to effectuate a collusive or sham bid, Note: The above Non - collusion Affidavit is part of the Proposal. Sigrring this Proposal on the sigtlature porton thereof 811411 also oenstitute signatize, of this Nan - collusion Affidavit, ;31 RS are cautioned that maldng a false certifioatioxi may subjoot the Signed State of California County of Subscribed and sworn to (or aft rmod) before ma on this _ day of _ J 20� by _ , proved to me on the basis of satisfaetoq evidence to be the persons) wlra appeared before me Notary Public Signature Notary Public Seal P -14 of P -19 20B -24 Exhibit 2 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of LOS ANGELES Subscribed and sworn to (or affirmed) before me on this 27TH day of JULY 20 is , by LISA POWELL proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. NANCY A. TEJECA Commission # 2121530 z QlAyOmExpire Notary Public • California z Los Angeles County s Aug 27, 2019 (Seal) Signature 20B -25 Exhibit 2 CITY OF SAN'T'A ANA PROPOSAL, PROJECT NO.: 16.6976 FORMER YMCA — MNTERIALS ABATEMENT AND ENVIRONMENTAL R.SME+,lalATION NON -DJ�, CRJMINAT1QN CE+ROTTICfaTE The undersigned contractor or corporate officer, ducting the performance of this eontraot, certxfies as follows: 1. The Contractor shall .not discr`lnioate against ally employee or applicant for employment because of race, Dolor, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and. that employees are treated during 0rnployment without, regard to aleir race, color, religion, sex, or national origin. Such. action shall inchrde, but not be limited to, the following: employment, upgrwtug, demotion, or transfer; recruitment or reoraltnlent advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprentioeship. The Contractor" agrees to post in oenspicuous places, available to employees and applicants for employment, notices to be provided setting faith the provisions of this nondiscrimination clause, 2, The Contractor shall, in all solicitations or advertisaxients for employees placed by or on behalf of the Contractor, stale that all qualified applicants will receive consideration for employment Without regard to raco, color, religion, sex, or national origin. 3. The Contractor shall send to 0,1011 labor union m reprosani:ative of workers with which he /she Jam a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or worlcors' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspiouOw places available to empheyaos and applicants for employment. 4. The Contractor shall oomply with all provisions of Exooative Order 11246 of Soptember 24, 1965, and of the rules, regulations, and.rolavant orders of the Secretary ofLabor, 5. The Contractor shall famish all information and reports required by ExQoativo Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secrotary of Labor, or pursuant thereto, and will permit access to Ho/her books, records, and accounts by tale administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance wvi6i suoh rules, roglilatlons, and orders. 6. in the ovent of the Contractor's non- compbance with the nondiscrimination clauses of this contract Or with any Of the said rules, regulations, Or orders, the contract may be e<wceled, terminated, or suspoaded in whole or in part and file Contractor may be declared ineligible for farther Government contracts or federally assisted construction contracts in accordance with procedures authorized in Exeoution Order 11246 of September 24, 1965, and such Other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24; 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law, P -15 of R.19 20B -26 Exhibit 2 CITY OF SANTA. ANA PROPOSAL PROJECT NO,: 16-6876 FORMER YMCA— MATERIALS ABATEMENT AND ENVIRONMENTAL REMEDIATION The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) though (7) in every subcontract or purchase order unloes exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24,1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administoring agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States, 8. Pursuant to California Tabor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon pubho works because of race, religious tread, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any contractor of putbc works violating this Section is subject to all the penalties imposed for a violation of the a tar. Signed; v�i.�„{ Title: Date: P -16 of P-19 20B-27 Exhibit 2 CITY Ole SANTA. ANA PROPOSAL, PROJECT NO.: 1.6 -6876 FORMER. YMCA— MATERIALS ABATEMENT AND ENVIRONMENTAL REMEDIATtON ST._ T)i 4MENT REGARDING API'ItLNTiCESHR RF. LQ IIMan!PS The undersigned BIDDER is familiar with the requiroments of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: I, Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contraotor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3, Contribute to the fund or funds in each craft: or trade in which he /she employs journeymen or apprentices on the public work, in the same amount or upon the same basis and in the same manner as the oth contractors, except contractors not signatory to the trust agreement shall pay alike }amour to the California Apprenticeship Council, Signed: —A l . -- _ Title: Firm: Date; P -17 of P49 rl- Exhibit 2 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6876 FORMER YMCA — MATERIALS ABATEMENT AND ENVIRONMENTAL REMEDIATION STATEMENT REGARDING "ANTI- TCICTCEACT €" REQTITREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti- Kickback" Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CTR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the cons on or repair of public wont, to give up any pail of the compensation to which he /she is othe 's entitled. Signed; Title: Firm; Date; C P -18 of P-19 20B -29 Exhibit 2 CITY OF SANTA ANA PROPOSAL PROJECT NO,: 16 -6876 FORMER YMCA — MA'T`ERIALS .ABATEMENT AND ENVIRONMLNTAL EEMEDIA'1'ION PUBLIC CONTRACT CODE SECTION 10162 Q1WSTIONNAIR, $ In conformance with Public Contract Code ,section 10162, the BIDDER shall complete, under penalty of perjury, the following gnestlonnnire; Has the I3I7)DE12, auy officer of tbt) I31I)DER, or any smployao of the BIDDER. who has a proprietary interest in the BIDDER, over been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local govo meat project because of a. violation of law or a safety ra icon? Yes No If the answer is yes, explain the 6xcumstanees in the following space. P -19 of P-1.9 20B -30 (/\ §�� F- a Ile P wb 20 B-31 20B -32 Exhibit 3 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO. 16 -6$76 FORMER YMCA — MATERIALS ABATEMENT AND ENVIRONMENTAL REMEDIATION This CONSTRUCTION CONTRACT is made and entered into this 16 "' day of August, 2016, by and between the CITY OF SANTA ANA, CALIFORNIA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter referred to as "CITY" and Matrix Environmental, Inc., hereinafter referred to as "CONTRACTOR ". WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 1. CONTRACTOR agrees to perfonn all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Former YMCA — Materials Abatement and Environmental Remediation Project, hereinafter referred to as the "Work of Improvement" identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council, 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction, 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the Work of Improvement the sum total amount riot to exceed $1,320,993.99 — One Million Three Hundred Twenty Thousand Eight Hundred Ninety -three Dollars and 99 cents , derived from the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit " A." The BID PROPOSAL has been corrected accordingly in Exhibit " B ", as required by the bid documents for this project. Page 1 of 3 20B -33 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO. 16 -6876 FORMER YMCA— MATERIALS ABATEMENTAND ENVIRONMENTAL REMEDIATION The BID PROPOSAL contains a schedule of unit prico(s) or Iump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work, as may be deemed necessary or advisable. 4. CONTRACTOR agrees to complete the Work of Improvement within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A ") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. 5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the Work of Improvement a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law. 6. CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100 %) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100 %) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 7. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to $500,000, the Warranty Bond amount shall be the greater of $10,000 or 20% of the final contract price. For projects above $500,000, the Warranty Bond amount shall be the greater of $100,000 or 10% of the final contract price. 8. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. Page 2 oP 3 20B-34 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO. 16 -6876 FORMER YMCA — MATERIALS ABATEMENT AND ENVIRONMENTAL REMEDIATION IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney BY Jo Sandoval Cl efAssistantCit Attorney CITY OF SANTA ANA: DAVID CAVAZOS City Manager RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director, Public Works Agency CONTRACTOR: By: Title: Page 3 of 3 20B -35 CITY OF SANTA ANA PROPOSAL Exhibit A PROTECT NO.: 16 -6876 FORMER. YMCA — MATERIALS ABATEMENT AND BN'VIRONMBN' CAL REMEAIA.TION 131D PROPOSAL TO: CITY COUNCIL OF THE C'IT'Y OF SANTA ANA A D D E INX D U IVl T H R E E FROM; 111 °l Y I?GUIUl�i1l�tlVC9 1 (e., REQUIREMENT: The undersigned bidder declares that they have earefu'lly examined the location of the proposed work, that they have exairiinod the Contraot Domanents in its entirety and hereby proposes to furnish all material and do all the worlt required to complete the said work is accordance with said plans (if any) and the speoifications for the unit prioe(s) or lump sum(s) set :forth in the following schedule: *gill ttit a wank rlan for 0.ity anro -oval hbmina. and length of time. Table A: Miscellameaus Item 'Description Quaartlty unit 'Unit Price Arriount 1 Mnbllizatiox ✓Detaobilfzatlom No inure than 10% of the total bid Tables A -II 1 LS $— �� s $ c d 2 permits 1 LS $ r" C7. $ j"6 3 Windows Panes _._., 1 LS $ 3t-'. 4 Board Up Windows 30 EA 5 Pool Water Amlyais, Removal and Dl „9poeal and Bottom Cleanu 1 LS 6 Drait Moaning .. -.- - 1 LS $' (ll.I5,S; $ r 0CC 7 Polyctltyle eSheathingArowidScaffolding 1 L$ $`i Pkw ¢?$Z, Q0 &_EaildingSecurity 1 LS $,"0� KA(y., Total Items I -S: Table B: Asbestos Abaterneat item Location D a u ntty nit 'Gult 'Price Amount ^ Main Bull J Roof (itaolvdos all levels with asphalt shooting) Rolled roofing fields, felts and assooiated mastioa 6000 SF $Q caQ $ 10 Basement throiighoutwalls Mirror Mastic ISO SF $ ..(;- 11 Basement floor at youtkr shower access to pool and uth restroom Blue ceramic tile, and mrtar /growl; 75 SP U -L'%” $' �o _ 12 Basommt at boiler room piping and at I" £toor storage at abandoned water heater Gaskets 5 h- P -1 of P-20 20B -36 s� 1 �Qo 1 m 00 m a�� � GM� CITY OF SANTA ANA, PROPOSAL PROJECT NO.! 16.6876 Exhibit A FORMED YMCA, — MATERIALS ABATEMENT AND ENVIRONMENTAL REMEDIATTON Table Bi Asbestos Abatement Item Location description Quantify Unit TJuit PricB Amotust Waste Main Building LS ^ 13 Eaaemont I" floor Plasterwalla and 24,000 SF r. " $_2� $24m, tivoughout oailiags 14 P float stmago botweorz Hoatex gtsitot gym and Xerox zoom at 5 SF $ Js 5, 's abandoned. heater uJtxi'C 15 1" floor otoset at staff area 12" x 12" White V.FT 12 8F And masti,o 16 1 "`floarfitasement: Oynniasiuna south mid east Non-MUD floor oovoring /stair tread 140 SP - $,__+ f p"1' $nr stairs to baAement andtaninastio 17 '1" floor office Beat of Ceramio the grout and 60 SF $ 17,o% $ `7 ZD . asium near stairoaso mortar 18 1° floor ldtohon on west Paper HVAC boot 5 1.F $ Dn' wall wrap 19 P flaox _06hwx on west Qprneaattoua vent $_ wall Item basement level pipes 80 SF a oolling du•ough mot, and 4 etora a room ceiling 20 d 22 "` floor room 227 Baseboard mid tmetie 4S I F 21 Southeast interior stairwell Whito plaster type at 2"/3"' flight, and on dollop adhesive 2,0 5F "a abandoned gymnasium at roam 201 Southwest BuildingPJ 22 Interior wall baso 'Basecbvemastic 150 Lg $�` V � 23 Rooi patohes, a00r1s and Silver paint and mo'f 45 SF $ of $„ penetration mastic Con CrB'tB Mel 13nildin 24 RoofpatolBa, warns and Roof masti0 20 SF ;i �� /' 1 +� $ `;Q3 a BucnaCion __ Total Atoms 9.24. $2, 9 Table Ct miscellaneous Waste ._�... Item Description Quantity Unit 'Unit Price Amount 25 Waste LS LS ^ $ Can• " $ $ 11 Total horns 25s P -2 of P-20 20B -37 )a -Urti3 CITE' OF SAN'T'A ANA, PROPOSAL Exhibit A PROJECT NO„ 16 -6876 FORMER YMCA. — MATERIALS A21ATEMi 34NT AND ENVIRONMENTAL ONMENTAL REMEDIATION ~— Table J): Lead Abatement item � �et'.at1oR D Description Q QuHmity I Ilnkt u unit A Amo'ant 26 E Extorier buildings S Shicoo walla and windows aro ' ' t SF $ tea � � d d 27 R Roof W Woodfasoia /Ravos /Sprout 8 8,000 S SF 5 5 28 R Roof M Meta] Vant 8-(4) 6 60 S SF $ $ $ $ 29 B Bukldings M Metal window framo 3 300 _ _EA $ $ "$ 3 3 sji " " 30 3 3` floorhalis&rooms W Wooddoorjamb 4 45 E EA $ $ � at`$ 3l 2 2" flnorhalle &r00ms W Wood,donr'amb 4 45 E EA $ $ $ $ " d P -3 UP-20 rI- =)o rr9 ?9dJ r(9 R 0�7CY OX+ SA1�1IA ANA PROPOSAL Exhibit A PROJECT NO.; 16.6876 FORMER YMCA — MATERIALS ABATEMENT AND ENVIRONMENTAL REMEDIATION Fable IF1 lean-up of Animal and Human Waste Item Location Quantity Unit Unit Price Amount, 54 Tbroughout the Building as 1 T LS ar s eoification Total Item 541 6 1 Table G: Asbestos Containing Materials (Procedure 5 Plan) Item Location Uascription puflntity Unit Uuit Price Amount Main Buildln 55 Exterior and interior Window glazing putty 300+ EA $yjW7s � s throughout 56 Basement at southwest stairwell at bottom Fibrous paper (insulation) debris 10 SF $I s r� J� t landing 57 Basement youth looker at north storage stair Green floor tile and bleak maatfa (dabeis) 5 SF C�7 $�/ i, $ d area 58 8asomam walla and Drywall and joint compound 8,600 SF $ C'' ( � ✓ $ �J , 1 ceilings, flooring piles and debris 59 Basement at pipe chase Corrugated insulation closet (men's looker — Cast of sauna), pipe 15 SF $, ? $ chase east tlf men's shower (northeast of sauna) 60 Threughaut Cho Miscellaneous debris on basement raid first ground and surfaces l LS $ X.5 J(0 / floor locations / 61 a Floor southeast Urywatl with joint compound . _ conibroace and office walls and oeilings area (aud activity 2,000 SR center cast lobby), nutrition and kitofhen build out 62 1' floor omtral esaa fluster (button board -- build out ( nutri(ion, plaster /drywidl) walls 0,000 8F $ ldtchm, storages, offlee and'1Corox areas) T 1 oor at�nnasiu n Corrugated paper insulation 100 _ Sly $ S tl .P floor debris 64 le�tloor gymuashun at Non -slip Floor cas.{ing on wood — upper cat walletrnntiing floor 1,500 SF $ balcony 65 la floor activity and _ Pipe insulation debris on �� nutrition romp, mixed ground aad above piping 1 T.S $ $ with burned, moldy _ fallen cailln materials 66 2 "` auatl3` float west 9 -lnai groy£ani'tileturd 50 SF r " stair landings mastic P -4 of P-20 20B -39 )10 00 �o �a C'IT'Y OF SA'NT'A ETNA PROPOSAL �Xhlbl� A PROJECT NO„ 16.6576 FORMER, YMCA — MATER. ALS ABATENlENT AND INMONMENTAL R—EM OTATTON Table G: Asbestos Containixrg Matedals (Procedure 5 Plan) Item. Location Deseription Quantity Unit Unit Prlee Amount 67 __ 2 °f�tloor west stair Drywall withjolat compound at landing wall build -out coiling 340 SF $ ii° i � i�� 4. (debr� in staltwoll F closet dg V loarrasltou?n Corrupted paper insulatiosa coiling (debris at aeilirig clock And men's 40 SF and women's shower area) 6y 2 and3° Flooroeiflng TSbplpo adjaoont to restrooms and pipo chase; throughout north Central roof axon (2 /3`d level room, north 1S0 F,F' $ ,f sI • $ roof and wall area (north side of gym at 2 "d and gro nwl lovol). Debris observedbalow dama ed elbow areas 70 2" and3` door coifing Pipe elbows Snaalation (and area adjacent tc debris) resaooma And pipe atiaso;throughout north central roof area (2oa and I" level roof), and amffi roof and wall 40 A lJ V $— $— araa north silo of gym at 2'" and gromid level), Debris observed below damaged elbow area9 I '71 3' floor mert's and Drywall with jOint ooppund Q y� women's Testroom (including debris) 340 SF $ $ t 3 J , walls, 3`d floor storage closet celfn Sontltwesi Bulldin 72 Northeast room on Corrugated insulation debris 3 SF $ $� Boor 73 G'olling/flaot Loma ff ouspiping _ 3 SF TQtal Item 55-73: $ _ 'fable M Alternate As Needed Item Location Description Quantity Unit Unit PI -lee Amount 74 liooF Plywood 30 SA $ $ r 75 laseYnon.t iJquidDisposal 7Cotal Iteaxr 74 -75; $ P -5 of P -20 rl- -1 �Y FM 0,/ MA 100 rl., Cb n 7n 'iiU C,"ZTY OF SANTA ABTA PROPOSAL Exhibit A PROJECT NO.: 166876 FORMER YMCA — MATERIALS ABATEMENT AND ENVIRONMENTAL REMEDIATION TOTAL BID FROX TABLE A-H! The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base laid, and any, all, or none of the add-alternate bid items (,if any), T„IE VOR CQMI'UM1QN OF W— PROVEMENTS AND LIQUIDATED DAMA,QBS The urtdersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within sixty (60) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 69 of the Standard Specifications, s�b„a ^ll be $1,000 per calendar day. ` Name of Firm \v�l�'J` A, IVNI�U�A�1A ��UAW, x Signature of BIDDER Title � t] A M mm (11" an radividual, so state, 16 firm or co partnership, state the firm name and give the navies of all individual co-partners composing the i rm, If a corporation, state legal name of corporation, and marries of President, Secretary, Treasurer and Manager, thereof.) P -6 o'fP -.20 20B -41 CITY OF SANTA ANA Exhibit B DATE & TIME OPFNBD: 7/28/2016; 2;00'59 PM PROJECT NO 16 -6876• FORMER YMCA - MATERIALS ABATEMENT AND ENVIRONMENTAL RENIEDIATION BIDDER. CITY BID BOND Matrix Environmental, Inc. Long Beach Yes UNIT TOTAL Roof (includes all levels with asphalt slotting) 'Rolled roofing fields, felts and associated mastics # BID ITEMS Description UNIT QTY COST COST I Mobitization /Demobilization(no more than 10 54o) $ 8.67 LS $ 1.00 $ 120,000.00 $ 120,00100 2 Permits $ 14.00 LS $ 1.00 $ 2,500.00 $ 2,500.00 3 Windows Panes $ 500.00 LS $ 1.00 $ 38,000.00 $ 38,000.00 4 Board Up Windows $ 3.25 EA $ 30D0 $ 413.33 $ 12,39990 5 Pool Water Analysis, Removal and Disposal and Bottom Clean Up I IS $ L00 $ 7,506.00 $ 7,500.00 6 Drain Cleaning $ 50.83 LS $ 1.00 $ 5,000.00 $ 5,00000 7 Polyethylene Sheathing Around Scaffolding $ 11.00 LS $ 1.00 $ 25,000.00 $ 25,000.00 8 Building Security $ 1200 LS I $ 1.00 $ 50,000.00 $ 50,000.00 J etallLtrrs 3 - 8- .$._ X2611.3"19 90 Snitd Ituns 9 - 24 Page 1 of 3 20B-42 x,4'„{,28_(,1138.36 9 Roof (includes all levels with asphalt slotting) 'Rolled roofing fields, felts and associated mastics SF $ 6,000.00 $ 32.50 $ 195,000.00 10 Basement throughout walls Mirror Mastic SF $ 15000 $ 8.67 $ 1,300.50 It Basement door at youth shower access to pool and youth restroonr Blue ceramic tile and mortar,grout SF $ 75.00 $ 14.00 $ 1,050.00 12 Basement at boiler roam piping and at let floor storage at abandoned water heater Gaskets SF $ 3.00 $ 500.00 $ (,500.00 13 Basement [at floor throughout Plaster walls and ceilings SF $ 24,00000 $ 3.25 $ 78 000.00 W I at floor storage between gym and Xerox room at abandoned heater unit Heater gasket SF $ 5.00 $ 150.00 $ 750.00 15 1st floor closet at staff area 12" x I2" White VFT and mastic SF $ 12.00 $ 50.83 $ 609.96 16 fat floor /basement Gymnasium south and east stairs to basement Non - slip floor oovering/stair tread and tan mastic SF $ 140.00 $ 11.00 $ 1,540,00 17 1st floor office east of gymnasium (near staircase) Ceramic ti'.e grout and matter SF $ 60.00 $ 1200 $ 720.00 18 l st floor kitchen on west wall Paper HVAC boot wra LF $ 5.00 $ 100.00 $ 500,00 19 Ist floor kitchen on west wall from basement level ceiling through roof, and storageroom ceiling Cementitous vent pipes SF $ 80.00 $ 6.56 $ 524.80 20 2nd floor room 227 Baseboard and mastic LF $ 45.00 $ 2.22 $ 99.90 21 Southeast interior stairwell at 2nd /3rd flight, and on abandoned gymnasium at room 201 White plaster type dollop adhesive SF $ 21D0 $ 12.00 $ 240.00 Soutinvest Bulldhr„ 22 interior wall base Base cove mastic LF $ 150.00 $ 8.00 $ 1,200.00 23 Roof Patches, seams and penehation Silver paint and too£ mastic SF $ 45.00 $ 15.56 $ 700,20 Coneretc Block Building 24 Roof Patches, seams and penetration Roof mastic SF $ 2100 1 $ 15.15 $ 303.00 Snitd Ituns 9 - 24 Page 1 of 3 20B-42 x,4'„{,28_(,1138.36 CITY OF SANTA ANA JROJECT NO 16 -6876; FORMER YMCA - MATERIALS ABATEMENT AND ENVIRONMENTAL REMEDTATTON (Exhibit B 26 Exterior Buildings Stucco walls and windows area Assuming 30% needs stabilization SF $ 9,000,00 $ 0.89 $ 8,010.00 27 Roof Wood fascia/Eaves /Sprout SF $ 8,000,00 $ 22.50 $ 180,000.00 28 Roof Metal Vent S- 4 SF $ 60,00 $ 15.63 $ 937.80 29 Buildings Metal window frame EA $ 300,00 $ 483,33 $ 144,999.00 30 3rd floor halls & rooms Wood door jamb EA $ 45.00 .$ 450.00 $ 20250,00 31 2nd floor halls &rooms Wood door jamb EA $ 45.00 $ 450.00 $ 20250,00 32 2nd floor halls &rooms Sinks EA $ 2.00 $ 25.00 $ 50.00 33 tat floor halls &rooms Wood doorjamb EA $ 23.00 $ 450.00 $ 10350,00 34 1st floor halls & rooms Wood window (Grey) EA $ 5.00 $ 800,00 $ 4,000.00 35 1st floor halls &rooms Wood window (Pink) EA $ 5,00 $ 500.00 $ 4,000.00 36 tat floor bathroom 2 1" x I" Ceramic tile SF $ 500.00 $ 5,00 $ 2,500.00 37 Gymnasium Wood doorjamb EA $ 5.00 $ 92.80 $ 464,00 38 Basement pool area P' x P' Ceramic tile (Tan) SF $ 5,000.00 $ 5.00 $ 25,000.00 39 Basement pool area 1" x P' Ceramic tile (Green) SF $ 3,000.00 $ 5.00 $ 15,000.00 40 Basement pool area V x I" Ceramic file (White) SF $ 500,00 $ 5.00 $ 2,500,00 41 Basement pool shower area 2 12" x t2" Ceramic the SF $ 200.00 $ 5.00 $ 1,000,00 42 Basement kitchen Sink EA $ 1.00 $ 45.00 $ 45.00 43 Basement Pool Shower Area 3 1" x P' ceramic the totaling (Yellow) SF $ 2,50000 $ 5.00 $ 12,500,00 44 Tank Removal Tanks EA $ 4,OD $ 1,600.00 $ 6,400.00 45 Basement Pool Remove tanks, test and disposal of any containing materials EA $ 4,00 $ 1,800.00 $ 7,200.00 4G fAmemant Pool Arco Plasterwatl SP 1 $ 1,000.00 $ 4.60 $ 4,600,00 'Total Items 26 -46y X470 (159.80 Main Building 47 Fluorescent Light Bulbs EA $ 428.00 $ 4.04 $ 1,729.12 48 Fluorescent Light Ballasts EA $ 219.00 3,07038 49 Smoke Detectors EA 1 $ 6.00 $ 25.00 $ 150.00 Southwest Building 50 Fluorescent Light Bulbs EA $ 30,00 $ 12.77 $ 383.10 51 Fluorescent Light Ballasts EA $ 25,00 $ 14.16 $ 354.00 IUnefel'e Block 130dding 52 Fluomsoent flight Bulbs EA $ 12.00 1 $ 11.58 $ 138,9b 53 Fluorescent light Ballasts EA $ 6,00 Tonki items 47.53:- .SL 5.8%7.46 154 I Throughout the Building as per specification I I 1S 1 $ 1.001 $ 16,000.00 1 $ 16,000.00 Ble CS Asbes(nti.Cnu�nluUt��glera.rls Page 2 of 3 20B-43 CITY OF SANTA ANA PROJECT NO 16 -6876• FORMLR YMCA - MATERIALS ABATEMENT AND EN39RONMENTAIL 'REMFBIATION Exhibit B BIDDER Matrix Environmental, Inc. 55 Exterior and inferior throughout Window glezing putty EA S 300,00 $ 410.27 $ 123,08t.00 56 Basement at southweststafrwell at bottom landing Fibrous paper (insulation) SF $ 10.00 $ 35.80 $ 358.00 debris 57 pesment youth locker at north storage stair area Green floor tile and black SF $ 5.00 $ 14.00 $ 70.00 mastic ( debris) 58 Basement wall$ and ceilings, flooring piles Drywall and joint compound SF $ 5,60090 $ 175 $ 15,400.00 (and debris) 59 Basement at pipe chase closet (men's locker out of Corrugated insulation sauna), pipe chase east of men's shower SF $ 15100 $ 55.13 $ 826.95 (northeast of sauna) 60 Throughout the basement and first floor locations Miscellaneous debris on I3 $ I'm $ 50,000.00 $ 50,000.00 ground and surfaces 61 let floor southeast conference and office area ( and Drywall with joint compound acticity center cast lobby), nutrition and kitchen walls and ceilings SF $ 2,000.00 $ 175 $ 5,500,00 build out _ 62 1st floor antral area build out (nutrition, kitchen, Plaster (button board - SF $ 3,000.00 $ 2,75 $ 8,250.00 Storages, office and Xerox areas) planter /drywall) walls 63 1 at floor at gymnasium floor Corrugated paper insulation SF $ 10000 $ 25.00 $ 2,500.00 debris 64 I at floor gymnasium at upper cat walk/running Non- slip floor coating on SF $ 000.00 $ 2.00 $ 3,000.00 balcony wood floor 65 . 1 st floor acticity and nutrition room, mixed with Pipe insulation debris on burned, moldy fallen ceiling materials ground and above piping L$ $ 1,00 $ 697.00 $ 697.00 66 2nd and 3rd floor west stair landings 9, inch grey floor tile and 8F $ 50.00 $ 12.00 $ 600.00 mashc 67 2nd floor west stair lauding waft build-mat (debris Drywall with joint compound in stairwell closet) walls and ceilings Sir $ 340.00 $ 2.75 $ 935.00 68 2nd floor restroom coiling (debris at ceiling cook Corrugated paper insulation SF $ 40.00 $ 43.16 $ 1,726.40 and men's and women's shower area) debris 69 2nd and 3rd floor ceiling adjacent to restroom and TSl pipe pipe chase; throughout north central roof area (2ndi3rd level roof), north roof and wall area (north LCr $ 150,00 $ 21,26 $ 3,189,00 side of gym at 2nd and ground level), Debris observed below damaged elbow areas 70 2nd and 3rd floor ceiling adjacent to restroom and Pipe elbows Insulation (and pipe chase; throughout north central roof area debris) (2nd /3rd level root), north roof and well area (north EA $ 40.00 $ 28.85 $ 1,154,00 side of gym at 2nd and ground level), Debris observed below deranged elbow areas 71 3rd floor men's and women's restroom walls, 3rd Drywall with joint compound fact storage closet ceiling (Including debris) SF $ 340.00 $ 2.75 $ 935.00 Soutlaw'est Building 72 Northeast 100,11 on floor Corrugated insulation debris SF $ 3.00 $ 16.67 $ 50.01 73 Ceiling/F10or Cementitious EiLng I SF 1 $ 3,00 $ 16.671 $ 50.01 j, Latgl It ig ng,5„5�f7' S - ..Al.a lsL! Page 3 of 3 COST ANALYSIS CONSTRUCTION OF THE PROJECT NO. 16 -6876: FORMER YMCA — MATERIALS ABATEMENT AND ENVIRONMENTAL REMEDIATION Construction Contract $ 1,320,893.99 Consultant Engineer Service $ 69,682.00 Design Engineer $ 52,835.76 Contract Administration, Inspection and Testing $ 132,090.00 Contingencies $ 396,269.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 1,971,770.75 EXHIBIT 4 20B -45 ri- REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE CONTRACT AWARD TO JMJ CONSTRUCTION TO FURNISH AND INSTALL PLAYGROUND EQUIPMENT (SPEC NO. 16 -061) (PROJECT NUMBERS 16 -7545, 16 -7546, 16 -7547, 16 -7548, 16 -7549, 16-7550,16-2664) (STRATEGIC PLAN NO.6, 1 B) (SURPLUS ALLOCAT N FUNDING) AN 10=141i161Ji14►1914 T�IIC�7►1 CLERK OF COUNCIL USE ONLY: / -1 ];J folyiA I ❑ As Recommended ❑ As Amended ❑ Ordinance on 1®i Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER 1. Authorize a one -time purchase and payment of purchase order to JMJ Construction to furnish and install playground equipment in various community parks in an amount not to exceed $937,374.00 plus a contingency of $30,500 for a total amount of $967,874, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment for FY 16/17 to recognize $94,779 from prior year fund balance and appropriate $71,084 into the Residential Development District 2 and $23,695 into Residential Development District 4. Project is in accordance with the Council approved Surplus Allocation Plan as of October 20, 2015. Department: Project: Category Total Funding: PRCSA Santiago - Playground Equipment Facilities and Assets $230,000 FY 15 -16 20C -1 Contract Award for Playground Equipment August 16, 2016 Page 2 DISCUSSION The Parks, Recreation and Community Services Agency identified various playground equipment that needs to be replaced due to deterioration or inability to obtain replacement parts. The old playground equipment will be replaced with new equipment and additional playground equipment will be installed at certain other park sites. The project will also include installation of rubberized surfacing or wood fiber where needed. On October 20, 2015, City Council adopted the Budget Surplus Allocation Plan and authorized $11.25 million to various one -time improvements/ replacements. Included in that request were improvements to Thornton, Centennial, Delhi, Madison, Rosita, Lillie King, and Santiago Parks. Santiago Park was the only location that was provided surplus funding in the amount of $230,000. The remaining park sites were determined to be eligible for CDBG funding. Playground equipment from various playground manufacturers will be purchased and installed at various other park sites. The notice soliciting proposals was advertised on April 25, 2016 on the City's online bid management and publication system. A summary of the solicitations and proposals received is as follows: 41 Vendors notified 3 Santa Ana vendors notified 20 Vendors downloaded the solicitation 2 Proposals received 0 Proposal received from Santa Ana vendor Bids were received and opened on May 24, 2016 and evaluated (Exhibit 1). The proposal received from JMJ Construction is responsive to the specifications and meets the City's requirements. The contract award amount includes a $30,500 contingency. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Strategic Plan Goal #6 — Community Facilities and Infrastructure, Objective #1 (address deferred maintenance of City buildings and equipment), Strategy B (utilize a five -year Deferred Maintenance Plan to strategize and finance funded and unfunded needs). FISCAL IMPACT An appropriation adjustment to recognize prior year fund balances and appropriations to the respective accounts and fiscal year is shown below. Accounting Unit FY 16/17 Revenue District 2 -Acq. and Dev. -Prior Year Carry Forward -(no. 31213002- 50001) $71,084 District 4 -Acq. and Dev. -Prior Year Carry Forward -(no. 31413002 - 50001) $23,695 20Ci -2 Contract Award for Playground Equipment August 16, 2016 Page 3 Expenditure Residential Development District 2 (no. 31213260- 66220) Residential Development District 4 (no. 31413260- 66220) $71,084 $23,695 Funds are available for the contract award in the following accounts for FY 16/17: Parks Project Number Accounting Unit Total CDBG 13518783- 66220 PRCSA Special Proj 05013018- 66220 Park Imp. Cell Tower 05113263- 66220 Res. Dev. Dist. 2 31213260- 66220 Res. Dev. Dist. 4 31413260 - 66220 Thornton 16 -7545 $183,510 $23,695 $207,205 Centennial 16 -7546 $87,652 $87,652 Delhi 16 -7547 $50,000 $51,280 $101,280 Madison 16 -7548 $50,000 $4,753 $54,753 Rosita 16 -7549 $50,000 $87,062 $137,062 Lillie Kin 16 -7550 $78,838 $78,838 Santiago 16 -2664 $230,000 $71,084 $301,084 Total $500,000 $230,000 $143,095 $71,084 $23,695 $967,874 APPROVED AS TO FUNDS AND ACCOUNTS: Gerardo Mouet Francisco Gutierrez Gi JW Executive Director Executive Director Parks, Rec. & Comm. Services Agency Finance and Management Services Agency Robert C. ortez __— Special Ass I to"fhe City Manager City Manager's Office Exhibit: 1. Abstract of Bids 20C -3 ABSTRACT OF BIDS PLAYGROUND EQUIPMENT (16 -061 R.E. Schultz Bidder JMJ Construction Construction, Inc. Location Winchester Silverado Carl Thornton Park Playground Equipment & Misc. Materials (T) $ 110,525.00 $ 140,609.25 All Installation Labor (NT) $ 72,588.00 $ 43,760.00 Centennial Park Playground Equipment & Misc. Materials (T) $ 38,751.00 $ 57,625.92 All Installation Labor (NT) $ 45,800.00 $ 26,978.00 Delhi Center Park Playground Equipment & Misc. Materials (T) $ 28,347.00 $ 64,316.66 All Installation Labor (NT) $ 70,665.00 $ 23,614.00 Madison Park Playground Equipment & Misc. Materials (T) $ 26,657.00 $ 34,070.37 All Installation Labor (NT) $ 25,963.00 $ 13,031.00 Rosita Park Playground Equipment & Misc. Materials (T) $ 30,143.00 $ 90,902.77 All Installation Labor (NT) $ 104,507.00 $ 35,205.00 Lillie King Park Playground Equipment & Misc. Materials (T) $ 38,751.00 $ 59,320.37 All Installation Labor (NT) $ 36,986.00 $ 22,620.00 Santiago Park Playground Equipment & Misc. Materials (T) $ 119,224.00 $ 210,067.59 All Installation Labor (NT) $ 157,075.00 $ 93,227.00 Sub Total $ 905,982.00 $ 915,347.93 Sales Tax - 8% $ 31,391.84 $ 52,553.03 Grand Total $ 937,373.84 $ 967,900.96 EXHIBIT 1 20C -4 0 * CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: CONTRACT AWARD TO COASTLINE EQUIPMENT COMPANY FOR BACKHOE TRACTORS (SPEC. 16 -077) (STRATEGIC PLAN NO. 6,2) CITY MANAGgE RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Reject the bid from Yale /Chase Equipment and Services, Inc., as nonresponsive. 2. Authorize a one -time purchase and payment of purchase order to Coastline Equipment Company for the purchase of two backhoe tractors in the amount of $277,110 that includes a five percent contingency, and a $25,000 contract for as- needed tractor repairs for a total amount not to exceed $302,110, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The Finance and Management Services Agency Facilities, Fleet Maintenance and Central Stores Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The City's Vehicle Replacement Policy provides guidelines and criteria for determining when vehicles need replacement. These criteria include vehicle age, mileage, maintenance costs, and safety history. As a result of reviewing the City's replacement criteria, two backhoe tractors purchased in 1989 and 1997 have been identified for replacement. These older tractors are utilized by the Public Works Agency Water Department to dig trenches for damaged water and sewer lines. Given the age of these two vehicles, maintenance costs and equipment downtime have increased. Replacing this equipment will reduce overall vehicle maintenance costs and improve the efficiency Public Works staff by providing more timely and consistent repairs of the City's water and sewer infrastructure. Coastline Equipment currently provides tractor repair services to the Fleet Maintenance Division as needed. The tractor purchase, when added to the vendor's fiscal purchases, will exceed the $25,000 aggregate limit. In order to continue utilizing their repair services, staff recommends maintaining the separate blanket order repair contract in the amount of $25,000. 22A -1 Contract Award for Backhoe Tractors August 16, 2016 Page 2 The Notice Inviting Bids was advertised on June 7, 2016, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 7 Vendors were notified 8 Vendors downloaded the bid packet 3 Bid received 0 Bids received from Santa Ana vendors The bids were opened on June 30, 2016, and evaluated (Exhibit 1). The JCB product offered by Yale /Chase Equipment and Services, Inc., failed to meet the bid's equivalency requirements during a field test conducted by the Public Works Maintenance Division staff. The bid received from Coastline Equipment Company is responsive to the specifications and meets the City's requirements. To allow for unanticipated charges, a five percent contingency has been included in the backhoe tractors purchase price amount. STRATEGIC PLAN ALIGNMENT Approval of this item assists the City's effort to meet Goal #6 — Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds in the amount of $138,555 are available in FY 2016 -17 Sanitary Sewer Service account (No. 05617640 - 66400) and the same amount in the Water System Maintenance account (No. 06017641 - 66400), for a total purchase payment amount of $277,110. Funds in the amount of $25,000 for tractor repairs are available in the FY 2016 -17 Equipment Maintenance - Garage Operations account (No. 07510100 - 62322). Public Works Agency FM /RR/CL /ds /sp Exhibit: 1. Abstract of Bids APPROVED AS TO FUNDS AND ACCOUNTS: f A A Francisco Gutierrez QD Executive Director Finance and Management Services Agency 22A -2 ABSTRACT OF BIDS BACKHOE TRACTORS (16 -077) Coastline Equipment Bidder Company Quinn Company Location Long Beach Foothill Ranch Model Year 2016 Tractor $221,950.00 $251,800.00 Hydraulic Hammer Attachment $22,414.00 $31,514.00 Destination and Delivery included included Sub Total $244,364.00 $283,314.00 Sales Tax - 8% $19,549.12 $22,665.12 Grand Total $263,913.12 $305,979.12 EXHIBIT 1 22A -3 22A -4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: AWARD CONTRACT TO NAKA ENGINEERING AND CONSTRUCTION, INC., FOR THE CIVIC CENTER RE- CAULKING EXPANSION JOINTS PROJECT (PROJECT NO. 16 -2651) {STRATEGIC PLAN NO. 6, 1G} Jr, Y IMANAW RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1®' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and the Clerk of the Council to award and execute a construction contract to Naka Engineering and Construction, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $86,832, for the term beginning upon execution of the contract and ending upon project completion, for the construction of the Civic Center Re- caulking Expansion Joints project, subject to nonsubstantive changes approved by the City Manager and City Attorney. 2. Approve the Project Cost Analysis for a total estimated project delivery cost of $113,000, which includes the contract base amount, administration, inspection, testing, and a $17,368 contingency. DISCUSSION The Civic Center Re- caulking Expansion Joints project consists of performing maintenance to the concrete surfaces of the Plaza of the Fountains and the Plaza of the Flags in the Civic Center (Exhibit 1). Approximately every decade, the concrete joints need to be resealed to maintain structural integrity and prevent rainfall and water runoff from seeping through the concrete. Without this maintenance, the concrete would deteriorate and potentially flood structures beneath the plaza areas. The scope of work includes Portland concrete cement repairs and the sealing of expansion joints and cracks with an elastomeric polyurethane sealant and primer. Once completed, the improvements will enhance the safety, accessibility, and structural integrity of the Plaza of the Fountains and the Plaza of the Flags. 23A -1 Contract Award - Civic Center Re- Caulking Expansion Joints Project August 16, 2016 Page 2 A Notice Inviting Bids was advertised for bid on June 6 and June 13, 2016, and bids were opened on July 6, 2016. The following is a summary of the bid invitations made and the bids received: Contractor Participation Data Santa Ana contractors receiving notices 9 Contractors requesting bidding documents 11 Bids received 3 Bids received from Santa Ana contractors 0 Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID 1 Naka Engineering & Construction, Inc. Laguna Hills, CA $86,832.00 2 Pacific Waterproofing & Restoration, Inc. Pomona, CA $174,597.00 A total of three bids were received and two were considered responsive. Naka Engineering & Construction, Inc., submitted the lowest responsive bid in the amount of $86,832.00 (Exhibit 2). The Naka Engineering & Construction, Inc., bid is comparable to the engineer's estimate of $84,575. Based on the bid analysis and a contractor's reference check, staff recommends awarding the construction contract to Naka Engineering & Construction, Inc. (Exhibit 3). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plan). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. 2016 -83 was filed for this project. 23A -2 Contract Award - Civic Center Re- Caulking Expansion Joints Project August 16, 2016 Page 3 FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 4), the estimated total delivery cost of the project is $113,000, which includes construction, contract administration, inspection, testing, and contingencies. Funds are budgeted in the Civic Center Maintenance Fund — (Account No. 07413260- 66220, Project No. 16 -2651) for expenditure in Fiscal Year 2016 -17. IVA1� --rred Mousavipour Executive Director Public Works Agency FM /EWG/TC /MO Exhibits: 1. Location Map 2. Bid 3. Construction Contract 4. Cost Analysis APPROVED AS TO FUNDS AND ACCOUNTS: �Lll � �� C A �) i As� Francisco Gutierrez Executive Director Finance & Management Services Agency 23A -3 23A -4 J H to rr W 3 O J LL E:1 CIVIC CENTER DR PARKING SANTA ANA STRUCTURE lu LIBRARY FEO IN B U 10 ERA SANTA ANA BLVD PROJECT LOCATION I-- V) to N O Im ME 0 m -N SANTA ANA CITY COUNCIL PROJECT 16 -2651 ■ P W A ■ AGENDA DATE: CIVIC CENTER RE- CAULKING PLAZA OF THE --�® u AUGUST 16, 2016 FOUNTAINS AND PLAZA OF THE FLAGS ^ Ic �s MEKT EXPANSION JOINTS PAGE 1 OF 1 Exhibit 1 23A -5 23A -6 Exhibit 2 CITI' OF SANTA ANA Addendum Three 6/29/16 13ROPOSAIa PROJECT NO.: 16 -2651 CIVIC CENTER RE- CAULKING EXPANSION JOINT'S AT PLAZA OF THE FOUNTAINS AND PLAZA OF THE FLAGS BID PROPOSAL TO: CITY COUNCIL OF TILE CITY OF SANTA ANA FROM: REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(g) set forth in the following schedule: P -1 ofP -16 23A -7 CITY OF SANTA. ANA Addendum 'three 6/29/16 PROPOSAL PROTECT NO.: 16 -2651 CIVIC CENTER RE- CAULKING EXPANSION JOINTS AT PLAZA OF TIIE POLTNTAINS AND PLAZA OF THE FLAGS Stem Description Qty Unit Unit Price Amount } Sibilex 2C St, Joint Sealant (I imastone color) & Hacker Rod 0,900 LF $ :37 3 6 / / ^°7 .J3 , 2 _ Sikailex Primer 429 10,900 LF $ � 3 J $ vi79• 3 Temporary Construction Sign 6 _ EA $ 920 $ i y 5 4 PCC Plaza Repair (4 "to'7 ") *� 1,000 SF $ p $ U/000, S Unclassii'iedExcavation* 30 CY $ (l o $ e'0 f pl�n TCDTAT. HASP BTD � �/ �� Qp The lowest responsible bidder shall be selected based on the total base bid, The City reserves the right to award the Base Bid, and any, all, or none of the add - alternate bid items (if any). The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25 %" limit as stated in Section 3 -2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. t This bid item is considered a Specialty Item per Section 2 -3.2 of the Standard Specifications. TIME FOR CC7NPLETTON GI' }IyIPROVEII}E ,T "� Ai�T }7 LIGI.7InATEI7 llAMAGES The undersigned bidder hereby proposes to complete the Work for the total bast bid amount shown above, within a Luber (30) working days aller the commencement date stated in the Notice to Proceed. -� The liquidated damages amount, in lieu of the mount specified)i specified) Subsection 6-9 of the Standard Specifications, shall be $300 miirimrun 17 r "calendar day. Name of Firm Signature of BIDDER Title 'Vrr /' eg (If an individual, so state. If a firm or co- partnership, state the firm name and give the names of all individual co- partners composing the firm. If a corporation, state. legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P -2 of P -16 23A -8 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -2651 CIVIC CENTER RE- CAULKING EXPANSION JOINTS AT PLAZA OF THE FOUNTAINS AND PLAZA OF THE FLAGS BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his /her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he /she will furnish AGENCY all required bonds and certificate of liability insurance within ten (1.0) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to Im-nish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid, In accordance with Section 7028,15 oft _Califurni usiness and Professions Code, the undersigned certifies under penalty o�p rlury that the foregoin true and correct. Name of Firm Signature of BIDDER Title 'y`e5}� (If an In ividual, so state. If a firm or co- partnership, state the firm name and give the names of all individual co- partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) I' -3 of P- t 6 23A -9 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -2651 CIVIC CENTER RE- CAULKING EXPANSION JOINTS A'r PLAZA OF THE FOUNTAINS AND PLAZA OF THE FLAGS CON "TRACTOR'S LICENSING AND REGISTRA I'iON STATEMEN "T The undersigned contractor, or corporate officer, declares under penalty of perjury that he /she and all his /her subcontractors are registered with the State of California Department of Industrial Relations (DIR), and that the following is true and correct. Contractor's Name: Business Address: Business E -Mail Address: Telephone: _ y41` ) Z_C� 1? — State Contractor's License No. and Class: `2z gs a�.__ License Expiration Date: (f �j} � zo State Dept. of Industrial Relations (DIR) Registration No.: State Dept. of Registration Ea Signed: Title: P -4 of P -16 23A -10 �2-6-53 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -2651 CIVIC CENTER RE- CAULKING EXPANSION JOINTS AT PLAZA OF THE FOUNTAINS AND PLAZA OF THE FLAGS PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section '1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each crali, classification or type of worker needed to execute the Sol-vices available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employces and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is tru correct. Name of Firm / l ,?,'S />_ i(7, i q i P} PC° t 0 q r5:-, i AA 'r nm. Signature of BIDDER Title (if an individual, so P -5 of P -'16 23A -11 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -2651 CIVIC CENTER RE- CAULKING EXPANSION JOINTS AT PLAZA OF THIS FOUNTAINS AND PLAZA OF THE FLAGS OWNERSHIP AFFIDAVIT STATE, OF CALIFORNIA I COUNTY OF ORAN L I SS: CITY OFF SAN" 'A ANA ) �/ kex —T adc I! f�-, (i1 / being duly sworn, deposes and says: ❑ INDIVIDUAL That he/she is the party making the foregoing proposal: ❑ PARTNERSHIP That he/ /she is a member of the co- partnership Grin designated as: and who has been and is duly vested with the authority to make and execute instruments for the co-partnership by: who constitute the other members of the co- parmeitship. [XCORPORATTON That he is of: El JOINT VENTURE That he is or: one of the parties making the foregoing proposal as a joint venture, and the he /she has been and is duly vested with the authority to execute instruments for an on behalf of the parties making said bid who are: that such a bi is genuine and n t collusive or sham, and has not in any manner sought by Coll to s cure any advantag against the City of Santa Ana or any person interested in the prop ed cont act, for himself9 any other person. of Subscribed and sworn to before me this day of /I 20 IT Signature of officer Administering Oath (Notary Public) P -6 of P -16 23A -12 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -2651 CIVIC CENTER RE- CAULKING EXPANSION JOINTS AT PLAZA OF THE FOUNTAINS AND PLAZA OF THE FLAGS BID FOND KNOW AI,1, ' o� ec r I A^ ��{ 3 7%9 , as BIDDER, and - -- �a'r �—�G as SURETY, are held and firmly bound unto theC Y OF S N ANA, as AGENCY, in the penal sum of _ Dollars ($ ), which is ten percent (10 %) of the total amount bid by BIDDER to AGENCY for the above - stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGA'T'ION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above - stated project, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER in the manner and time specified, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of AGENCY. IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seal this ___ day of 20—. BIDDER* SURETY* Subscribed and sworn to before me 20`. Signature: Notary Public in and for the County of , State of this day of Provide BIDDER / SURETY name, address, and telephone number and the name, title, address, and telephone number of authorized representative. as I bot-e; std 41` c kvl (kllrX� floe) P -7 of P -16 23A -13 Western Surety Company BID BOND (Percentage) Bond Number _?7 s9e221) KNOW ALL PERSONS BY THESE PRESENTS, That we Neka E»- ginaerina & gonst_uctj Inc -6031 H7 rit ir., ;P tS, Laquna 92653 hereinafter —, referred to as the Principal and Wo_s;. r , .,ure— (:o1r:laan7 —, as Surety, are held and firmly bound unto _.i r__y= f_sanc_ Aria Of 20 Civic Center Plaza Santa Ana, UA g„J,7Ci 7. hereinafter referred to as the Obligee, in the sum of_ _., Ten ( _t o b) percent of the greatest amount bid, for the payment of which we bind ourselves, our legal representatives, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Principal has Submitted or is about to submit a proposal to Obligee on a contract far.__ J,inC_ Pe_ t -,u7 kinq, ;it_ir; r.. ntc_s Pt iry,_s.�gt,;, Ana NOW, THEREFORE, if the said contract be awarded to Principal and Principal shall, within such time as may be specified, enter into the contract in writing and give such bond or bonds as may be specified in the bidding or contract documents with surety acceptable to Obligee; or if Principal shall fail to do so, pay to Obligee the damages which Obligee may suffer by reason of such failure not exceeding the penalty of this bond, then this obligation shall be void; otherwise to remain in full force and effect. SIGNED, SEALED AND DATED this._._'? , =t ____ clay of Fonn F5876 M F J itl -4 .L'2C it 1nG (Principal) , (Seal) 4�e =_:t ei,n Surat -Car: >an (Surety) By r e,kt., r.ia>v eArzn,rs Attorney -in -,� CpAPORgpF�. - SEAL 23A -14 Western Surety Compaq' POWER OF ATTORNEY - CERTIFIED COPY Bond No 77796229 Know All Men By These Presents, that WESTERN SURETY COMPANY, a corporation duly organized and existing under the laws of the State of South Dakota, and having its principal office in Sioux Falls, South Dakota (the "Company '), does by these presents make, constitute and appoint KIMBERLY ANN FARRT8 its true and lawful attorney(s)�in -fact, with frill power and authority hereby conferred, to execute, acknowledge and da$ver for and on its behalf as Surety, bonds for; Principal.. Naka Engineering & Construction Inc Obligee: City of Santa Ana Amount' $500,000.00 and to bind the Company thereby as fully and io the same extent as if such bands were signed by the Senior Vice President, sealed with the corporate seal of the Company mid duly attested by its Secretary, hereby ratifying and confirming all that the said attorney(s) -in -fact may do within the above stated limitations. Said appointment is made under and by authority of the following bylaw of Western Surety Company which remains in full farce and effect. 'Section 7, All bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation shall be executed in the corporate name of the Company by the President, Secretary, any Assistant Secretary, Treasurer, or any Vice President or by such other atfuears as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may app clot Attorneys in Fact or agents who shall have authority to issue bonds, policies, or undertakings in the name of the Company. The oorporate seal is not necessary for the validity of any bonds, 1) oliole3, and or. takings, Po were of Attorney or other obligations o£t.ha corporation, The signature of any such officer and the corporate seal maybe printed by faosimile;' All authority hereby cormiscrod shall expire and terminate, without notice, unless used before midnight of Selpt eMb2T 21 2016 , but until such time shall be irrevocable mil in Tull force mid effect. and,`9�q;• Western Surety Company has caused these presents er be signed by its Vice President, Paul T. Brufl' at, marl its iitleis 21st day of June 1 2016 WESAri'l, SU RE COMPANY ST`fF SsOUTI Or l G.� �atil'1'. ruAat, \ /ioa President 00 L Jrlt3'RN>a On this 21st day of JLlne _, in the year 2016 , before me, a notary public, personally appeared Paul T, Brrdlat, who being to me duly sworn, acknowledged that he signed the above Power of Attorney as the aforesaid officer of WBSTEP.N SURETY COMPANY mid acknowledged said instrument to be the voluntary act and deed of said corporation J, MOHR +Y4'wS bh40b+rhaewraXh4+rMaroygh + s SEAL NOTARY PUBLIC s s SOUTH DAKOTA 9EAL s Notm'y Public - South TJakoba Jr +b4Y�+,hk PohY4W b^ubS4444w•e Fb + Hy Commission Expires June 23, 2021 1 the undersigned officer of Western Surety Company, a stools corporation of the State of South Dakota, do hereby certify that the attached Power of Attorney is w full. faros and effect mid is irrevocable, and furthermore, that Section 7 of the bylaws of the Company as sot, forth in the Power of Attorney is now in force. in testimony wheroof, T have heucnurto set my hand and seal of Wstarn Surety Company this 21st day of ___ Juno - 2016,_, WEST R SURE Y COMPANY Paul T. rudet, Vice .Presidont To validatc bond auth.enl:ieity, go to ivww.cnasnrely eont > Owner /Obligee Services > Validate Bond Coverage, Form F6306 -1 -2016 23A -15 ACKNOWLEDGMENT rA notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validi� of that document. State of California County of ___ Sacramento ) On 6/14/16 before me., Sarah M Marinelli, Notary Public (insert name and title of the officer) personally appeared Kimberly Ann Farris _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within Instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph Is true and correct. rorro. SARAIi M. MARINr:I.LI WITNESS my hand and official seal. Commission a 1987480 z Notary Public - California z // Sacramento County > Z/�Seal) Si F.xpi A 5 2016 gnature CJ My Comm, OPTIONAL Though the information bolow Is not requirad b,y law, it may prove valuable to persons relyrng on the document and could proven' fraudulent romoval and reattachment of this foam to another docmnent. Description of Attached Document Title or Type of Document: __ bla utonG_____ ._- Document Date: 6/14/16 Number of Pages: Signers) Other Than Named Above: ___ Capacity(ies) Claimed by Signer(s) Signer's Name: -- Corporate Officer— Title(s): • Individual • Partner — 0 Limited ❑ General Top of mama here X1 Attorney in Fact C j Trustee • Guardian or Conservator • Other: Signer Is Representing: _ Western Surma Cqm ap ny _ Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual T O Partner — O Limited +J General Top of mcmn ncre CI Attorney in Fact Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 23A -16 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -2651 CIVIC CENTER RE- CAULKING EXPANSION JOINTS AT PLAZA OF THE FOUNTAINS AND PLAZA OF THE FLAGS LIST Of' SUB- CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: o Streets, highways including bridge projects: Yz% of the bid or $10,000, whichever is greater V/ Buildings, parks, or other projects: '/2% of the bid Section 1725.5 of the Public Connect Code requires all Subcontractors be registered with the State Department of industrial Relations (DIR). BIDDER proposes to subcontract main portions of the work to the firms listed below: Name t— m 6A ("_'r�u License # /Exp. / Jr DIR Reg. # /Exp. Location Zp�) e� Phone 4r4 )5,' . q 1 0al mltctr,C Type Of Work 42r tti� p Amount $ #1 N ame License # /Exp. DIR Reg. # /Exp. License # Location Phone Type Of Work Amount $ Name License #/Exp, DIR Reg. # /Exp. License # Location Phone Name License # /Exp, DIR Reg. # /Exp. Location Phone Type Of Work Amount $ Name License # /Exp. DIR Reg. # /Exp. License # Location Phone _ Type Of Work Amount $ Name License # /Exp. DIR 'Reg. #/Exp, License # Location Phone Type Of Work Amount $ 1' -8 ofP -16 23A -17 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -2651 CIVIC CENTER RE- CAULI4ING EXPANSION JOINTS AT PLAZA OF THE FOUNTAINS AND PLAZA OF TIME FLAGS The following are the names, addresses, and telephone numbers for TITREE public agencies for which the BIDDER has performed similar work within the past three years. 2. 3. Namlian (Address of Owner. / m k ` ✓ lL i iii i (y 1 efC(1 17 i 1,0 6 It Y/ —5 er -1 � Name and Telephone N tuber of person fammliar with project. — i1�4(li�:_i`r:tl::1J.7LL:�� _ Contract Amount Type of ork Date Completed L _ �="m � rlr% Nam 'and ddresr. a // 9 Cc Name and Telephone Number of erson familiar ith project. W. f 2:12 ° ct 5'�i ee C �1'[s ���s��' 2,013 Contract Amount Type of Work Date Completed �I ° _ � 5r�ii/r�li�9' Contract AmounC nt ( a � Type of Work Date Completed 'The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. rone'- 17erk01a in� !LLC � fi �toCO S° L n �j.�� 7 5 610 P -9 of P -16 23A -18 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16-2651 CIVIC CENTER RE-CAULKING EXPANSION JOINTS AT PLAZA OF THE FOUNTAINS AND PLAZA OF THE FLAGS ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed street improvement work in the past 5 years. VA Njne and Telephone Number Eli x960 P a Uontract owner. Nam and Telephone Number Contract Amount L e owner. of Worlae aF � Datk Completed Date Name and Telephone Number of person familiar with prgject. } i Contract Amount Type of Work Date Completed _ The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. P -10 of P -16 23A -19 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -2651 CIVIC CENTER RE- CAULKING EXPANSION JOINT'S AT PLAZA OF THE FOUNTAINS AND PLAZA OF THE FLAGS NON - COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non- collu,,��i� Affidavit is rt of the Proposal. Signing this Proposal . on the signature portion t(iercof shall also c stitute signature of this Non - collusion Affidavit. B1DD,RRS a e cautioned that ma ng a false certification may subject the certifier to crir nal m•os eution. Signed State of California County of___,oni ? Subscribed and sworn to (or affirmed) before me on this day of , 20 _, by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature Notary Public Seal a r? r)Z / ✓lt/ lP av✓f<, P -11 of P -16 23A -20 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -2651 CIVIC CENTER RE- CAULKING EXPANSION JOINTS AT PLAZA OF TFIE FOUNTAINS AND PLAZA OF THE FLAGS ICON- DISCRIMINATION CERTIFICATE The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: i. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. The Contractor shall send to each labor union or representative of workers with which he /she, has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his /her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non - compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, , or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. P -12 of P -16 23A -21 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -2651 CIVIC CENTER RE- CAULKING EXPANSION JOINTS AT PLAZA OF THE FOUNTAINS AND PLAZA OF THE FLAGS The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Laborissued pursuant to Section 204 of Executive Order '11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of tile United States. 8. Pursuant to California Labor Code Section amended, no discrimination shall bemadE because of race, religious creed '6olor, na condition, marital status, or ex of such pe contractor of public works violating this S violation of the Cl anter. 1735, as added by Chapter 643 Slats. 1939, and as its the employment of persons upon public works ionaligin, ancestry, physical handicaps, mental sons, cept as provided in Section 1420, and any ,ction s subject to all the penalties imposed for a Signed: Title: r i1'Srr�� Firm: j�ldl�c�� 1� rleerrPl 1 (''n7254(arli, / G, Date: �---� — P -13 of P -16 23A -22 CITE' OF SANTA ANA PROPOSAL PROJECT NO.: 16 -2651 CIVIC; CENTER RE- CAULKING EXPANSION JOINTS AT PLAZA OF THE FOUNTAINS AND PLAZA OF THE FLAGS STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS The undersigned BIDDER is familiar with the requirements of Section '1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working clays shall: Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. Contribute to the fiord or funds inyac'h craft or trr e in which Ire /she employs journeymen or apprentices on the public work ,fn the same amoun or upon the same basis and in the same manner as the other ontractor� except contractors of signatory to the trust agreement shall pay a like amoLm o the Califoenia Apprenticeship .ouncil. Signed: Title: __V2�5it1C'� G1f Firm: 61 i �1 t'�ul Gf> D7/�jG o 1 Date: P -14 of P -16 23A -23 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -2651 CIVIC CENTER RE- CAULKING EXPANSION JOINTS AT PLAZA OF THE FOUNTAINS AND PLAZA OF THE FLAGS ,STATEMENT REGARDING "ANTI - KICKBACK" REQUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti- Kickback" Act (18 USC 74) as supplemented in the Department of Lab r'regulatioiis (4 CFR, Part 3). This act provides that each contractor or subcontractor shal e prohibited froth inducing, by any means, any person employed in the constructio or repai of public work, to the up any part of the compensation to which he /she is otherwis entitled. 7 Signed: % n Firm: � G�671 —71 . Dater = 2A .Uy P -15 of P -16 23A -24 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -2651 CIVIC CENTER RE- CAULKING EXPANSION JOINTS AT PLAZA OF THE FOUNTAINS AND PLAZA OF THE FLAGS PUBLIC CONTRACT CODE SECTION 10162 QUESTIONNAIRE In conformance with Public Contract Code Section 10162, the BIDDER sball complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation ?. Yes No If the answer is yes, explain the circumstances in the following space. P -16 of P -16 23A -25 MAYOR Miguel A. Pulido MAYOR PRO 7'EM Vicente Sarmiento COUNCILMEMBERS Angelica Amezcua P. David Benavidec Michele, Martinez Roman Reyna Sal Tinajero June 14, 2016 ADDENDUM No. One CITY OF SANTA ANA 20 Civic Center Plaza + P.O. Box 1988 M -36 Santa Ana, Caliemla 92702 (714) 047 -5013 v_v6nry _S2n a -an .or CITY MANAGER David Cavazos CITY ATTORNEY Sonia R. Carvaiho CLERK OF THE COUNCIL Mafia D. Huizar SUBJECT, PROJECT NO. 16 -2651 —Civic Center Re- Caulking Expansion Joints at Plaza of the Fountains and Plaza of the Flags The following change and clarification has been made to the Contract Documents and Specifications for the subject project: Bid Proposal page P -2 Replace with attached revised Bid Proposal ASpend(x A - Definition of Bid Items a Replace with attached revised Definition of Bid Items All other terms and conditions remain the same. CITY OF SANTA Engineer SANTA ANA CITY COUNCIL VOj1 Wp.lAPoOdn VmBn14 Salmienio M"W.Matlmaa Anpelke Ameirto POevid ae11.Weu RomnnR."'. SvGnalaro Mayor kl,. Pm fw,W.dI W.vril2 W,,.d3 'Nwd4 W.d5 M'd6 pQl.ta,RgMta MA LWI 2_1M, llo�)II- . , " . , «I++(YCgF 45inla �'n6 ory t-L. 'nnta_ ao� Ob tl� �$sJtr,2 {va ry IrOY{1dB25@Na.appWJ S9S!�IAfG{D!i4NBr4L29L!1 23A -26 CITY OF SANTA ANA Addendum One DEFINITION OF BID ITEMS 6114116 PROJECT NO.: '16.2651 CIVIC CENTER RE-CAULKING EXPANSION JOINTS AT PLAZA OF THE FOUNTAINS AND PLAZA OF THE FLAGS DEFINITION OF BID ITEMS The unit prices paid for the items listed in the Contractor's Proposal as defined herein shall be considered full compensation for furnishing all labor, materials, tools, and equipment, and doing all work involved in furnishing and installing the materials complete and in plaee, in accordance with the details shown on the Plans, as spec yled herein, and as directed by the Engineer. All incidental work which is neither shown on the Plans nor otherwise specked; and which is necessary to complete the improvements as shown on the Plans and as specked in the Contract Documents (dined in the ContraekAgreement), shall be furnished and installed as though such work were shown on the Plans or spewed in the Contract Documents, and no additional compensation shall be allowed therefore. The scope of work includes, but is not limited to, each bid item listed in the Contractor's Proposal and as described in the following, JOINT SEALANT' ITEMS Bid Item No. I - Slicaflex 2C SL Joint Sealant (Limestone color) & Backer Rod Payment for Silcanilex 2C SL Joint Sealant (Limestone color) & Backer Rod shall be at the contract unit price bid per linear feet listed in the Bid Proposal, and shall Include full compensation for doing all work, including removing any existing matarial in joints, furnishing all matorials, labor, equipment, tools, and incidentals as required and no additional compensation will be allowed therefore. Contractor to verify widths of existing joints prior to bid« Bid Item No. 2 - Sikaflex Primer 429 Payment for Sikaflox Primer 429 shall be at the contract unit price bid per linear feet listed in the Bid Proposal, and shall include full compensation for doing all work, including furnishing all materials, labor, equipment, tools, and Incidentals as required and no additional compensation will be allowed therefore. Contractor to verify widths of existing joints prior to bid. Bid Item No. 2 - Temporary Construction Sign Payment for Temporary Construction Signs shall be at the contract unit price bid per each unit listed in the Bid Proposal, and shall include full compensation For doing all work, including furnishing all materials, labor, equipment, tools, disposal of all removed materials, and incidentals as required and no additional compensation will be allowed therefore, I of I 23A -27 MAYOR Miguel A. Pardo MAYOR PRO TEM Vicente Sanniento COUNC,ILMEMBERS Angelica Amezcua P. David Benavides Michele Martinez Roman Reyna Sal Thoem June 20, 2016 ADDENDUM No. Two CITY OF SANTA ANA 20 Civic Center Plaza , P.O. Box 10 88 M -56 Santa Ana, California 02702 (714) 647 -5013 mvw.*ant4,-arfa Ufa CITY MANAGER David Cavazos CITY ATTORNEY Sala R. Carvalho CLERK OF THE COUNCIL. Maria D. Hulzar 10117 SUBJECT: PROJECT NO. 16 -2651 — Civic Center Re- Caulking Expansion Joints at Plaza of the Fountains and Plaza of the Flags The following change and clarification has been made to the Contract Documents and Specifications for the subject project: 1. Replace page iii Notice Inviting Bids. The Bid date has been moved to July 6, 2016. All other terms and conditions remain the same. CITY OF SANT City Engineer SANTA ANA CITY COUNCIL Mpol A P.M. Walt. swlNdfllll M'0'0I'. mwb"n ' A,gi1,,, Am,ycn, l 11 U,,,,0 aaaavm ®s tmman f2P.y:tB 'S ] raf',, . Mayo, Maya' Pro rem. W"'d I Mad z Wald 3 Waal 4 Were 3 Word G (IP jiyru?sgr as Iol9 vaaiaeJ 9m't1aongg9 1 atLR4iy 3 N +l+ 11 paI .emxGJe ngyy k!?r -1 d2apQy.,�'. E�,�L�lyig,-m reyn.Al— u.ale.orl anart"o@gdllopna.om 23A -28 MAYOR Miguel A. Pulido MAYOR PRO TEM Vicente Sarmiento COUNCILMEMBERS Angelica Amezcua P. David Bonavides Michele Martinez Roman Rayne Sal Tinajero June 29, 2016 CITY OF SANTA ANA 20 Civic Center Plaza m P.O. Box 1966 M -36 Santa Ana, California 92762 (714) 647 -5013 ttAm nta -anaAl rrg CITY MANAGER David Cavazos CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL. Marla D. Huizar SUBJECT: PROJECT NO. 16 -2651 —Civic Center Re- Caulking Expansion Joints at Plaza of the Fountains and Plaza of the Flags ,//C* The following change and clarification has been made to the Contract Documents and Specifications for the subject project: Bid Proposal pages P -1 to P -2 • REPLACE with attached revised Bid Proposal — Addendum Three Special Provisions - Construction • ADD attached 1.00 SPECIAL PROVISIONS - CONSTRUCTION �pendix A - f�efinition of Bid Items M REPLACE with attached revised Definition of Bid Items — Addendum Three Appendix C — Bonds tWarranty Performance and Pavment Bond) ® REPLACE with attached revised Warranty Performance and Payment Bond form Appendix E — Construction Sianaae and Notices 23A -29 • ADD attached 'Buildings Open During Construction" sign, SANTA ANA CITY COUNCIL Miguel A. P,nioa Mean. swro,mo M10oal) Mnr661e1 Mpk. P nam0 eanomtlos Romp"Reyne Sal llrajoro Map, Mayor Pro Tom. We'd i Mai 2 W nM 3 Ward J Ward 5 Ward a �tkgv,ga ajeH do watmiam0(hg dxxwn tts16110?Z�i{i�3s. "b1-4111%.ef9 aamv&w.4 num ard , Niarry(�+san a, pry 23A -29 23A -30 CITY OF SANTA ANA Exhibit 3 CONSTRUCTION CONTRACT PROJECT NO. 16-2651 CIVIC CENTER RE-CAULKING EXPANSION JOINTS AT PLAZA OF THE FOUNTAINS AND PLAZA OF THE FLAGS This CONSTRUCTION CONTRACT is made and entered into this le day of Aupst, 2016, by and between the CITY OF SANTA ANA, CALIFORNIA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter referred to as "CITY" and Naka Enpineering & Construction Inc., hereinafter referred to as "CONTRACTOR!'. The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 1. CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Civic Center Re-caulking Eu� �ion Joints at Plaza of the Fountains and Plaza of the Flays Project, hereinafter referred to as the "Work of Improvement" identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Did Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Pins • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in -full payment to complete the Work of Improvement the sum total arnount not to exceed $86.832 — Eighty-Six Thousand Eight Hundred Thirty -Two Dollars and no cents , as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A," Page 1 of 3 23A-31 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO. 16-2651 CIVIC CENTER RE-CAULKING EXPANSION JOINTS AT PLAZA OF THE FOUNTAINS AND PLAZA OF THE FLAGS The BID PROPOSAL, contains a schedule of unit price(s) or lump suni(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. 4. CONTRACTOR agrees to complete the Work of Improvement within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A!') including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. S. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the Work of Improvement a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law. 6. CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (1000%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective -until such bonds are supplied to and approved by the CITY. 7, CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to $500,000, the Warranty Bond amount shall be the greater of $10,000 or 20% of the final contract price. For projects above $500,000, the Warranty Bond amount shall be the greater of $100,000 or 10% of the final contract price. 8, CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. Page 2 of 3 23A-32 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO, 16 -2651 CIVIC CENTER RE- CAULKING EXPANSION JOINTS AT PLAZA OF THE FOUNTAINS AND PLAZA OF THE FLAGS IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: CITY OF SANTA ANA: DAVID CAVAZOS City Manager RECOMMENDED FOR APPROVAL: Fred Mousavipaur Executive Director, Public Works Agency CONTRACTOR: Page 3 of 3 23A -33 23A -34 COST ANALYSIS CONSTRUCTION OF THE PROJECT NO. 16 -2651 : CIVIC CENTER RE- CAULKING PLAZA OF THE FOUNTAINS & PLAZA OF THE FLAGS EXPANSION Construction Contract $ 86,832.00 Contract Administration $ 2,950.00 Inspection and Testing $ 5,850.00 Contingencies $ 17,368.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 113,000.00 EXHIBIT 4 23A -35 23A -36 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: AGREEMENT AMENDMENT WITH MERCHANTS LANDSCAPE SERVICES, INC. FOR LANDSCAPE SERVICES IN CITY PARKS AND FACILITIES (STRATEGIC PLAN NO. 6, 1 B) r CITY MAN ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with Merchants Landscape Services, Inc. to provide landscape maintenance services at the Memory Lane /Santa Ana River park site and increase the annual compensation by $12,540 (prorated for first contract year at $5,225 for the period September 1, 2016 to January 31, 2017 and $12,540 for each contract year after) for the term of the agreement, February 1, 2016 to January 31, 2018 and the two one -year renewal periods, for total annual amount not to exceed $792,459 (prorated for first year at $785,144), subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Parks, Recreation and Community Services Agency (PRCSA) divides the city into four maintenance districts. On January 19, 2016 the city awarded an agreement with Merchants Landscape Services, Inc. for the landscape maintenance of districts 1 and 4. On July 1, 2016 the City added a new location to its inventory of parks. The Memory Lane /Santa Ana River park site is within district 1 of the park maintenance district map. The contractor involved with the construction of the site will continue to maintain the site for a 60 day period, after which Merchants Landscape Services will assume responsibility. Therefore the City is requesting amending the agreement with Merchants Landscape Services, Inc. to include this site as part of the scope of work and to increase the compensation to cover the additional cost to maintain the site (Exhibit 1). 25A -1 Agreement with Merchants Landscape Services, Inc. August 16, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (Establish and maintain a Community Investment Plan for all City assets), Strategy B (Equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe and aesthetically pleasing for all users). FISCAL IMPACT Funds are available in the following account for the specified fiscal years: Park Maint. (no. 01113250- 62320) $10,450 $12,540 $12,540 $7,315 Funding for FY 16/17 represents the increase for ten months from September 1, 2016 (implementation of revised scope) to June 30, 2017 and FY 19/20 represents the increase for seven months from July 1, 2019 to January 31, 2020 (the end of the final renewal period). Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency EXHIBIT: 1. Agreement Amendment APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gu ierrez Executive Director Finance and Management Services Agency 25A -2 FIRST AMENDMENT TO AGREEMENT FOR LANDSCAPE MAINTENANCE SERVICES (PARK DISTRICTS 1 AND 4) THIS FIRST AMENDMENT to the above - referenced agreement is entered into on August 16, 2016 by and between Merchants Landscape Services, Inc. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California C'City" ). RECITALS A. The parties entered into Agreement #A -2016 -002, dated January 19, 2016 ( "Agreement "), by which Contractor agreed to provide landscape maintenance services at City parks in Districts 1 and 4. B. The term of the Agreement is from February 1, 2016 through January 31, 2018, with an option for two (2) one -year renewals, and the Agreement remains in effect. C. The parties wish to amend the Agreement to expand the scope of Contractor's services to include the Memory Lane /Santa Ana River Park that was added to the City's inventory of parks on July 1, 2016, and to increase the annual compensation in support of these additional services. The Parties therefore agree: 1. Section 1, Scope of Services, is amended, effective September 1, 2016, to include the Memory Lane /Santa Ana River Park among the parks for which Contractor is providing the services described in the Agreement. A map of the park and service area is attached as Exhibit A. 2. Section 2, Compensation, is amended to increase the annual compensation under the Agreement by $5,225 for the period of February 1, 2016 through January 31, 2017, and by $12,540 for each remaining year of the Agreement, including any renewal periods.. 3. Except as modified by this First Amendment, all terns and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. ATTEST MARIA D. IIUIZAR Clerk of the Council CITY OF SANTA ANA DAVID CAVAZOS City Manager APPROVED AS TO FORM CONTRACTOR SONIA R. CARVAL130 City Attorney j� By N(� I 70HN FUNK Name: Assistant City Attorney Title. R>;ysCOM�M NIM PROVAL Gerardo Monet, Executive Director, Parks, Recreation, and Community Services Agency 25A -3 �Y :i .. ej UJ EXHIBIT A t 25A -4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: AGREEMENT WITH CALIFORNIA BARRICADES FOR RENTAL AND INSTALLATION OF TRAFFIC CONTROL EQUIPMENT FOR VARIOUS CITY EVENTS (STRATEGIC PLAN NO. 5,5C) t J i CITY MANAGE RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: F,AJVV :Z917A:1 ❑ As Recommended ❑ As Amended ❑ Ordinance on 13` Reading ❑ Ordinance on 2ne Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO I�I��R�111 /1:3� 7 Authorize the City Manager and Clerk of the Council to execute an agreement with California Barricades for the traffic control equipment rental and installation for various city events in the amount not to exceed $70,000, for a term of August 16, 2016 to June 30, 2017, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Fiesta Patrias event has been a positive event for the downtown businesses and surrounding neighborhoods. This event not only attracts thousands of Santa Ana residents, but also visitors from all over Orange County. The purpose of this event is to celebrate Fiestas Patrias through a safe family friendly event to include: live entertainment, food booths, informational booths, merchandise /service booths, cultural exhibits and carnival rides /games over a two -day weekend. The 38th Annual Fiestas Patrias will take place on September 10 — September 11, 2016. In addition to this event the City will be hosting various other events throughout the year, such as the DTSA 5k Run & Ciclovia and Cinco de Mayo. City staff is requesting an agreement with California barricades to provide traffic control equipment rental and installation for various city events. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #5 (Promote a strong arts and culture infrastructure), Strategy C (Promote arts and culture by partnering with artist groups and merchants to hold events celebrating art in public plazas, parks and other City - controlled open space). 2513-1 Agreement with California Barricades August 16, 2016 Page 2 FISCAL IMPACT Funds are available in the following accounts for the specified fiscal year: Accounting Unit FY 16/17 Recreation.(no.01113230 62300) $50,000 Traffic (no. 01114405 62300) $20,000 Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency .i Carlos Rojas Chief of Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez _A� Executive Director �� Finance and Management Services Agency 25B -2 AGREEMENT WITH CALIFORNIA BARRICADE RENTALS, INC. FOR PROVISION, INSTALLATION AND REMOVAL OF TRAFFIC BARRICADES FOR VARIOUS CITY EVENTS (2016 -17) THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between California Barricade Rentals, Inc. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), RECITALS A. The City desires to retain a contractor having special skill and knowledge in the field of providing, installing, maintaining, and removing traffic barricade equipment for special events that the City is hosting in 2016 -17 ( "Events "), B. Contractor represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in this field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual aid respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows; 1. SCOPE OF SERVICES Contractor shall provide, install, set -up, maintain and remove traffic barricade equipment for City's DTSA 5K. Run and Ciclovia on August 20, 2016 and City's Fiestas Patrias event on September 10 -11, 2016, as more fully described in Exhibit A to this Agreement. At City's sole request, Contractor shall also provide, install, set -up, maintain and remove traffic barricade equipment for other City- produced Events to be scheduled at a later date through June 30, 2017, including but not limited to the 2017 Cinoo de Mayo Event. Contractor's general price list is attached as Exhibit B. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services and equipment, the rates and charges identified in Exhibits A and B. The total sum to be expended under this Agreement shall not exceed Seventy Thousand Dollars ($70,000). This amount includes charges for the other Events approved and processed by City. b, Payment sb,all be made within thirty (3 0) clays following receipt of proper invoice evidencing work performed, subject to accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may be expected by the City. Page 1 of 6 25B -3 3. TERM This Agreement shall commence on August 16, 2016 and terminate on June 30, 2017, unless terminated earlier in accordance with Section 12, below. 4. INDEIPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall, it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes, 5. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insured 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 California state law, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident, Page 2 of 6 25B -4 d. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Contractor agrees to and shall defend, indemnify and hold hannless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns of or effects arising from this Agreement. This indemnity and hold hannless 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. Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding, Notwithstanding the foregoing, to the extent Contractor's Services are subj act to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. This indemnification provision shall survive expiration of this Agreement. Page 3 of 6 25B -5 CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care, 8. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communioation pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Aria 20 Civic Center Plaza (M -30) P,O. Box 1988 Santa Ana, CA 92702 -1988 Fax: (714) 647.6956 With copies to: Parks, Recreation and Community Services Agency City of Santa Ana 20 Civic Center Plaza (M -23) P,O. Box 1988 Santa Ana, California 92702 Fax: (714) 571 -4221 To Contractor: California Barricade Rentals, Inc. 1550 E, Saint Gertrude Place Santa Ana, CA 92705 Phone: (714) 558 -8474/ FAX: (714) 558 -3821 A party may change its address by giving notice in writing to the other party. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have Page 4 of 6 r been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 12. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination. 13. NON - DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities related to this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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 Page 5 of 6 25B -7 shall be detenninod and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 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, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: J�A Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: CITY OF SANTA AN TA David Cavazos City Manager CONTRACTOR California Barricade Rentals, Inc. Name: Title: r 1 � Gerardo Monet, Executive Director, PRCSA Page 6 of 6 r - n� Pe wr Proposal —July 19, 2026 Sonia Batres City of Santa Ana sbatres@santa-ana.org Re: DTSA SK Run & Ciclovia, Santa Ana Street Tall Free (000)327.8844 Phone (714)388.0474 Fax (714)880.3821 • Set, monitor and remove of traffic control devices per provided specifications • includes traffic control technicians & necessary traffic control vehicles • Includes message boards • Includes pedestrian barricades • Includes water - filled k -rail • Includes water and filling & emptying of the k -rail • Overtime charges of $70.00 per hour per technician will apply after 12 hours of labor per technician PROJECT GRAND TOTAL PRICE; $13,170.00 Thank you for this opportunity to present our proposal for the festival, This price Is based on the details provided, should the scope of work change In any way, additional charges may apply. Thk quote is also subject to revision once a traffic control plan Is provided by the city of Santa Ana. Thank you for this opportunity to present our proposal for your event, We look forward to working with you. If you have any questions or require additional information, please do not hesitate to give us a call. Sincerely, p p u Vd bar 25B -9 Event Date Multiple Street Closures EXHIBIT A Proposal— July 19 2016 Sonia Batres City of Santa Ana sbatres @santa•ana.org Re: Fiestas Patrias Festival N 1559 E. Saint Gertrude Piano Santa Ana, GA 92705 • Set and remove of traffic control devices per provided specifications • includes water - filled k -rail • includes water and filling & emptying of the k -rall • Includes pedestrian barricades • Overtime charges of $70.00 per hour per technician will apply after 4 hours per occurrence per technician Thank you for this opportunity to present our proposal for the festival. This price is based on the details provided, should the scope of work change in any way, additional charges may apply. This quote is also subject to revision once a traffic control plan is provided by the city of Santa Ana. We look forward to once again providing traffic control services for this event. If you have any questions or require additional Information, please do not hesitate to give us a call, Sincerely,, RO ^� Culle Escobar 25B -10 r ^" SO" KTgrrrudo AI &V O lRPOO Amm, GA 9.4705 25B -11 25B -12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED AGREEMENTS WITH A -1, STAGEPLUS, ❑ As Recommended AND CHRISTIANSEN AMUSEMENT, INC. ❑ Or Amended ❑ Ordinance on 1't Reading FOR THE FIESTAS PATRIAS EVENT ❑ Ordinance on 2nd Reading {STRATEGIC PLAN NO. 5,5C) ❑ Implementing Resolution ❑ Set Public Hearing For,_ CONTINUED TO FILE NUMBER CITY MANAGE RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute an agreement with A -1 Party Rental for rental of event equipment for the Fiestas Patrias event in the amount of $68,774.93, which includes a 10% contingency, for a term of August 16, 2016 to September 30, 2016, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute an agreement with Stage Plus Event Staging Services for rental of a stage, stage equipment and stage manager services for the Fiestas Patrias event in the amount of $27,592.40, which includes a 10 % contingency, for a term of August 16, 2016 to September 30, 2016, subject to non - substantive changes approved by the City Manager and City Attorney. Authorize the City Manager and Christiansen Amusement, Inc. for an amount payable to the City of August 16, 2016 to September 30, the City Manager and City Attorney. DISCUSSION Clerk of the Council to execute an agreement with carnival service rights for the Fiestas Patrias event for 25% of sales, with a $17,500 minimum for a term of 2016, subject to non - substantive changes approved by The Fiestas Patrias event has been a positive event for the downtown businesses and surrounding neighborhoods. This event not only attracts thousands of Santa Ana residents, but also visitors from throughout Orange County. The purpose of this event is to celebrate Fiestas Patrias through a safe family friendly event to include: live entertainment, food booths, informational booths, merchandise /service booths, cultural exhibits and carnival rides /games over a two -day weekend. The 38th Annual Fiestas Patrias Santa Ana will take place on September 10 — September 11, 2016. 25C -1 Agreements for Fiestas Patrias August 16, 2016 Page 2 In recognizing the great value of the event, City of Santa Ana, Parks, Recreation, and Community Services Agency (PRCSA) recommended that the City host Fiestas Patrias and act as Event Manager. The Event Manager will be responsible for providing all the necessary equipment, stages, electricity, carnival rides, vendor booths, entertainment, and insurance for the event. City staff has been working to bring together all the elements necessary to operate a successful event. As part of managing the event, city staff is requesting to enter into agreements with the various vendors listed below for the following services: Al PARTY — To provide rental and installation of equipment for the event. The equipment to be rented will include items such as: canopies for vendor booths, food booths, sinks, fences, restrooms, tables, generators, and a backstage area. The equipment will be delivered Friday evening and set up by Saturday Morning. Cleanup of the equipment will occur Sunday evening and completely cleared by Monday morning. STAGE PLUS — To provide, install, maintain and remove rented stage, ground support systems, audio, lighting, scaffolding, barricades and ramps at 4th Street and 5th Street and Broadway Avenue for the Fiestas Patrias event. The contractor shall deliver the equipment on Friday, September 9, 2016, and start set -up immediately after the closure of the streets. The Contractor will cleanup and remove the equipment Sunday evening and have it completely removed and cleaned up by Monday morning. CHRISTIANSEN AMUSEMENTS - In consideration for providing these exclusive rights to Christiansen Amusement, Inc., the City will receive 25 percent of ticket sale revenue for the event, with a minimum of $17,500. Christiansen Amusement, Inc. will be obligated to obtain all necessary licenses, permits, approvals, and waivers. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #5 (Promote a strong arts and culture infrastructure), Strategy C (Promote arts and culture by partnering with artist groups and merchants to hold events celebrating art in public plazas, parks and other City - controlled open space). FISCAL IMPACT Funds in the amount of $96,367.33 are available in the FY 2016 -2017 Recreation Community Services, Contract Services- Professional account (no. 01113230 62300). The revenue amount has been included in the City's FY 2016 -2017 budget and will be deposited in to the Parks, Recreation and Community Services -City Events account (no. 01113002 53331). 25C -2 Agreements for Fiestas Patrias August 16, 2016 Page 3 Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency APPROVED AS TO FUNDS AND ACCOUNTS: r A Francisco Gutierrez (� Executive Director Finance and Management Services Agency EXHIBITS: 1. Agreement —A1 Party 2. Agreement — Stage Plus 3. Agreement — Christiansen Amusements 25C -3 25C -4 AGREEMENT WITH Al PARTY RENTALS FOR PROVISION, INSTALLATION AND REMOVAL OF RENTAL EQUIPMENT FOR FIESTAS PATRIAS 2016 THIS AGREEMENT is made and entered into this 111 day of August, 2016 by and between Al Party Rentals ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City"). RECITALS A. The City desires to retain a contractor having special skill and knowledge in the field of providing, installing, maintaining, and removing various equipment for the Fiestas Patrias Event that the City is hosting from September 10 -11, 2016 ( "Event "). B. Contractor represents that Contractor is able and willing to provide such services to the city. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in this field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contractor in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall provide, install, set -up, maintain and remove rental equipment at the 400 block of 4`1' Street in Downtown Santa Ana or at locations otherwise specified by City, for the Event as described on Exhibit A (the "Equipment "), City may request additional equipment or services during the term of this Agreement at City's sole discretion. Said. request shall be made and approved in writing, executed by the Executive Director to the Contractor, detailing the additional equipment /services to be provided and requiring an estimate from Contractor as to the cost of such additional equipment /services, Contractor shall deliver the Equipment on Friday, September 9, 2016 and set up by 7:00 a.m. Saturday, September 10, 2016. Contractor will clean up and remove the Equipment on Sunday, September 11, 2016 beginning at 9:30 p.m. and have it completely removed and cleaned up by 6:00 a.m. Monday, September 12, 2016. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $68,774.93, This amount is comprised of (1) the sum of $62,522.66 and (2) up to a 10% contingency slam of $6,252,27 for additional equipment /services at the sole discretion of the City. Exhibit I 25C -5 b. Payment shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to accounting procedures, Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may be expected by the City. 3. TERM This Agreement shall commence on the above - referenced date and terminate on September 30, 2016, unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a, Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insured's 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. 25C -6 c. Worker's Compensation Insurance. hi accordance with the provisions of California State Law, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self = insurance. Prior to commencing the performance of the work Linder this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (3 0) days prior written notice to the City. e. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refiises 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 terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by 25C -7 Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 7. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. 8, CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax: (714) 647 -6956 With copies to: Parks, Recreation and Commi pity Services Agency City of Santa Ana 20 Civic Center Plaza (M -23) P.O. Box 1988 and Santa Ana, California 92702 Fax: (714) 571 -4221 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax: (714) 647 -6515 25C -8 To Contractor; Al Party Rental 251 E. Front Street Covina, California 91723 A party may change its address by giving notice in writing to the other party. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified,, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acluiowledges 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 Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered mill and void. Nothing in this Agreement shall be construed to lnlut the City's ability to have any of the services which are the subject to this Agreement performed by City persormel or by other Contractors retained by City. 12. TERMINATION This Agreement may be terminated by the City upon ten (10) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination. 13. NON- DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or 25C -9 other employment related activities or in connection with any activities related to this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 1.5. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such pennits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination 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, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn, b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar David Cavazos Clerk of the Council City Manager -- Signatures continued on next page -- 25C -10 APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: J6fin Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Gerardo Mouet Executive Director of Parks, Recreation and Community Services Agency CONTRACTOR: Al Party Rentals Name: Title: 25C -11 iMPARTY EXHIBIT A CELEBRATE WITH STYLE 251 E FRONT STREET P 866.2'17 2789 COVINA, CA 91728 AIPARTYRENTAL.COM F 626.967.7572 CITY OF SANTA ANA PARKS & RED 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 Status: Reservation Contract#; 23091 Event Beg: Fri 9l 912016 7:00PM Event End: Sun 9/1112016 9:30PM Operator: Herrera, Valerie Job Descr: SANTA ANA FESTIVAL 2016 Ordered By: JOSE ROMO Salesman: RENE MARTINEZ Delivery and Pickup Delivery: Fri 9/ 912016 T.00PM Contact: JOSE ROMO Pickup Date: Sun 9/11/2016 9:30PM Phone: 714. 612 -9227 Location: SANTA ANA Used at Address: 4TH & 5TH ON BROADWAY; SANTA ANA, CA 92707 Delivery Notes: DELIVERY: FRIDAY 9/9 7PM MUST BE READY BY 7AM SAT 9/10 EVENT DATES: SAT 12 NOON - MIDNIGHT SUN 12 NOON - 10:30 PM PICK UP: SUN 9111 BE THERE AT 9:30PM NOTE: NEED TO TAKE THE INSTALLATIONS NOTES: CABLE DOWN ALL ELECTRICAL BOXES .CUSTOMER TO SUPPLY WATER FOR ALL REQUIRED SINKS Al TO FILL TANKS - CUSTOMER IS RESPONSIBLE FOR ALL NECESSARY PERMITS REQUIRED FOR CANOPIES AND ELECTRICAL, CUSTOMER IS RESPONSIBLE FOR ALL SAFETY PACKAGES - -- VENDOR BOOTHS... BOOTHS 21 CANOPY, 10'X10', PAGODA, GREEN )WHITE $80.00 $1,680,00 »> 21- t0'X 10' X V GREEN & WHITE PAGODAS «< 21 CANOPY, 10'X10', PAGODA, REDMHT $80.00 $1,680.00 . 21. IUX 10'X 8' RED & WHITE PAGODAS«< 21 CANOPY, 10'X10, PAGODA, WHITE $80.00 $1,680,00 »> 21 - 10' X10' WHITE PAGODAS «< MUST BE INSTALLED ON LEVEL GROUND. 200 CANOPY, HARDWARE, BASE STEEL $2.00 $400.00 20 SIDEWALL, 8'X10', WHITE $5.00 $100,00 3 SIDEWALL, 8'X10', MESH WINDOW WHITE $27.50 $82.50 N BOOTH 1 SIDEWALL, 8X10', MESH WINDOW WHITE $27.50 $27.50 O BOOTH 1 SIDEWALL, 8'X10', MESH WINDOW WHITE $27.50 $27.50 #49 BOOTH 70 'TABLE, 0130" $9,001 $630,00 1 PER BOOTH MUST BE INSTALLED ON LEVEL GROUND. 70 KWK COVERNWiITE $3,95 $276.50 i COVERS FOR VENDOR TABLES Store Hours Mon - Fri 9:006 -5:00p Sat 10:00$ -2:00p Motllfication # 2 Pnnlad On TOO 7/1912016 In M54AM aallwme by POinl- o4ftenfal SOlfware vrew.poinb94rentalaom Gonlraa4Pa�ams.rpl (1) 25C -12 Contract#: 23089 CITY OF SANTA ANA PARKS & REC Page 2 of 6 Qty Items Rented Each Price 150 CHAIR, SAM$, IVORY $1.00 $160.00 2 PER BOOTH MUST BE INSTALLED ON LEVEL, GROUND, 8000 ALL CHAIRS & TABLES MUST BE STACKED IN THE SAME AREA 9001 AS DELIVERED TO AVOID ADDITIONAL CHARGES CHAIR WEIGHT LIMIT IS 250LBS 60 LIGHT, 20DW ARTS $9,50 $475.00 60 BLED. CORD 25' $0.00 $0.00 16 LIGHT, STRING FESTIVAL YELLOW $44.00 $704.00 18-- STRINGS 12 BLED, CORD 50' $0.00 $0.00 20 ELEC, CORD 25' $0,00 $0.00 GREEN CORDS FOOD BOOTHS 12 CANOPY, 10'X10, PAGODA, WHITE $80,00 $960.00 » >6 --10'X 2V X 8' «1 MUST BE INSTALLED ON LEVEL GROUND, 48 CANOPY, HARDWARE, BASE STEEL $2,00 $96.D0 38 FENCE, PICKET 3'X8' WHITE $15,00 $540.00 72 DRAPERY, HARDWARE, 3'UPRIGHT - $0,00 $0.00 72 CANOPY, HARDWARE, BASE STEEL $0,00 $0.00 24 LIGHT, 20OW CRI S' - $9.50 $228,00 17 ELEC 30AMP OUTLET $35,00 $595.00 1200 ASTRO TURF, KITCHEN GRADE SQ. FT. $0.00 $0.00 FOR FOOD BOOTHS -- 0 -10' X 20' TURF HOT & COLD SINKS 1 DELIVERY /PICKUP $600,00 $600,00 DELIVERY/ PICKUP FOR RESTROOMS & SINKS 1 LABOR $1,000,00 $1,000.00 RESTROOM SERVICE SATURDAY INCLUDES SAT AM AND WASTE YANKS 4 SPECIALTY SINK HOT &COLD $600.00 $2,400.00 »> 4 -0 COMPARTMENT HOT /COLD SINKS SELF CONTAINED «< 16 SPECIALTY PARTY EQUIP $100.00 $1,600.00 16• EXTRA WATER TANKS - -- 4 PER SINK 8 LABOR $200.00 $1,800.00 LABOR TO REFILL 12 WATER TANKS - - -- CUSTOMER TO SUPPLY WATER 34 SPECIALTY TOILET $80,00 $2,720.00 6 SPECIALTY TOILET ADA $126.00 $750.00 8 SPECIALTY SINK COLD $60,00 $480.00 »> 8 - TWO STATION COLD SINK <e< e SPECIALTY SINK HOT &COLD $255,00 $1,530.00 »> 6- HOT & COLD SINKS «< 8 CANOPY, 10'X10, PAGODA, WHITE $80,00 $640.00 >->4. 101X 20'X 8' PAGODAS - -- OVER HOT /COLD SINKS «< MUST BE INSTALLED ON LEVEL GROUND. 24 CANOPY, HARDWARE, BASE STEEL $2,00 $40,00 8 SICEWALL, B'X20'WHITE $20.00 Waco ENCLOSE SINK TENTS 8 LIGHT, 20OW OPTS $9.60 $76,00 8 ELEC, CORD 25' $0,00 $0.00 6 TRASH CAN, STANDARD RD 32 GAL W/LINER $10,85 $66.10 SUPPPORT 3 SPECIALTY PARTY EQUIP $20.00 $60,00 GREASE BARRELS 300 ASTRO TURF, KITCHEN GRADE SQ. FT. $0,00 $0,00 FOR UNDER GREASE BARRELS- -3 -10' X 10' i SPECIALTY FORKLIFT $500.00 $600,00 30 SPECIALTY PARTY EQUIP $33.00 $990,00 > 30- WALKIE TALKIES W / HEADSETS &BATTERIES &CHARGER «< 800 SPECIALTY PARTY EQUIP $1.75 $1,40000 »> 800 -FENCE FOR MAIN STAGE - FREESTANDING FENCE - -- INSTALL FENCE AT 4 am 86 CANOPY, HARDWARE, SAND BAGS $3,00 $265.00 25 SIOEWALL, 6'X20' WHITE PTM TARP $20,00 $500.00 »> SCREENING FOR FENCE «< Store Hours Mon - Fr10:00o -6:00p Sat 10:00a -2:C0p panion on'mo 91191201010:20:04AM Saftwvre by Point- &Rentnl Solll = ww}vAlnb0,tenlnl cnm Modification 8 2 Cm,lract- Pafame.lpt (1) Contract R: 23091 CITY OF SANTA ANA PARKS & REC Pago 3 of 6 City Items Rented .,,,.- ..............w„ m. �..._..., �...»,_.,...,.- �.. ....�.....__.».,.»..._.......�� a � _._. � Each ^TPrlce 570 SPECIALTY PARTY EQUIP _.._ - $1.76 $607,50 170' - SPURGEON, 180' 3RD STREET', 220' MAIN STREET 95 SPECIALTY PARTY EQUIP ._.. $3.00 $285.00 MAIN STAGE 7 TABLE, ROUND, 30" $9.38 $65.45 MUST BE INSTALLED ON LEVEL GROUND, 7 TABLE, CKTL, 42" I.EG $2.75 $19.25 3 LINEN, RED, GARDEN, 120" $14.50 $43,60 REPLACEMENT CHARGE ON ALL BURNED, TORN OR STAINED LINEN. 3 LINEN, KELLY, GARDEN, 12P' $14.60 $43.50 1 LINEN, WHITE, GARDEN, 120" $14.50 $14.50 REPLACEMENT CHARGE ON ALL BURNED, TORN OR STAINED LINEN. 21 CHAIR, BARSTOOL, BLACK SWIVAL $9.00 $189.00 2 COOLERS, ICE CHEST, IGLOO 150 QT. $15.00 $3000 2 FAN, 30 "PEDE87AL $55,00 $110.00 6 TABLE, 8'X 80" $9.00 $54.00 MUST BE INSTALLED ON LEVEL GROUND. 2 LINEN, RED, TBLDRP, T $19.00 $38AD 2 LINEN, KELLY, TBLDRP,, 8' $19.00 $38.00 2 LINEN, WHITE, TBLDRP, 8' $19.00 $38.00 1 CANOPY, 20'X20', EXPANDABLE, WHITE, KWiK $280.00 $280.00 20' X 40' X e' WHITE CANOPY 1 MIDDLE, 20'X20', WHITE $260,00 $260.00 6 CANOPY, HARDWARE, WATER BARREL 550AL $15.00 $90.00 6 CANOPY, HARDWARE, WATER BARREL COVER 55G $5,00 $30.U0 800 ASTRO TURF, BLACK SQ, FT. $0.48 $384.00 STAGE FRONT OF MAIN STAGE 66 CHAIR, SAMS, IVORY $1.130 $105,60 SET UP IN FRONT OF STAGE -- 3 ROWS OF 22 -- MUST BE SET UP & ZIPTIED MUST SE INSTALLED ON LEVEL GROUND. 9000 ALL CHAIRS & TABLES MUST BE STACKED IN THE SAME AREA 0001 AS DELIVERED TO AVOID ADDITIONAL CHARGES CHAIR WEIGHT LIMIT IS 25OLDS DRESSING ROOMS BACK STAGE - MAIN STAGE 3 CANOPY, 10'X10, PAGODA, WHITE $80,00 $240.00 » 1 -10'X 30'X 8'W14 WALLS «< MUST BE INSTALLED ON LEVEL GROUND 12 CANOPY, HARDWARE, BASE STEEL $2.00 $2400 4 SIDEWALL, 8'X20' WHITE $20.00 $80.00 6 LIGHT, PAR -CAN 46 BLACK 20OW $15.00 $90.00 6 LIGHT, PAR -CAN COLOR JELL $0.00 $0 .00 PEACH JELLS 8 TABLE, 6' X 30" $7.00 $56.00 8 KWi(COVER(8'WHITE $3.96 $31.60 DRESSING ROOM TABLES 6 SPECIALTYTOILET $00.00 $480.00 2 SPECIALTY PARTY EQUIP $60,00 $120.00 2- TWO STATION HAND WASHING SINK 60 CHAIR, SAMS, WHITE $1,00 $60.00 r »6TAOE AREA «« MUST BE INSTALLED ON LEVEL GROUND ALL CHAIRS & TABLES MUST BE STACKED IN THE SAME AREA AS OCLIVERED TO AVOID ADDITIONAL CHARGES CHAIR WEIGHT LIMIT IS 25OLES 3 MIRROR, WARDROBE VATURAL WOOD $14.85 $44.55 1 LADDER 6' $0,00 $0.00 ELECTRICAL I POWER 1 GENERATOR, 125KVA MQ POWER WHISPERWATT $835,25 $635,25 1 GENERATGR70KVA MQPOWER WHISPERWATT $423.50 $423,60 1 SPECIALTY PARTY EQUIP $600.00 $600,00 »> 1 -70KVA GENTS a« 15 ELEC 20AMP CUTLET $35.00 $525.00 8 -20 AMP OUTLETS ( DISNEY) Store Hours Mon - Fri 6:00a -5:00p Sat 10:00a -2:00p Printatl on Tus 7 /10 /201610:26:04AM Soowarsby Pnbt,rn- Rental GOftW0M www,polnt orontol.com 25C -14 Modlfeatlon # 2 contract Params,rpt (1) Contract ;II: 23091 CITY OF SANTA ANA PARKS & REC Page 4 of S City Items Rented Each 10 ELEC 30AMP OUTLET $5000 -Price $500.00 220 AMP OUTLET FOR SAPD 4 ELEC, 50AMP TWISTLOCK W 50AMP $100.00 $400.00 50 AMP OUTLETS 220 VOLT 1 ELECTRICAL DISTRIBUTION SYSTEM $3,600.00 $3,600.00 »> 136 - 20 AMP OUTLETS «< »> STAGE POWER HOOKUPS «< »> 40 AMPS PER FOOD 8007H <¢< 59 ELEC, T CABLE RAMP 5 CHANNEL $12.00 $828.00 31 ELEC, T CABLE RAMP 2 CHANNEL $12.00 $372,00 1 FUEL FOR GENERATORS $2,500,00 $2,600,00 » COST TO REFUEL GENERATORS«<FINAL T.B. D. 4 LABOR $70000 $2,800.00 »> (2) Al MEN SAT SAM - 9 PM NEED MULE «< >>> (2) Al MEN SUN 8AM- 8 PM NEED MULE «< Al USE 80 FENCE, CHAIN LINK 6'H X 10'W $16.00 $1,200.00 >>> BD' OF e' HIGH FENCE «< CHECK IN 4th & BROADWAY 1 CANOPY, 10'X10, PAGODA, WHITE $80.00 $80.00 » 10 %10'X8' «< MUST BE INSTALLED ON LEVEL GROUND, 4 CANOPY, HARDWARE, BASE STEEL $2.00 $8.00 1 TABLE, 8' X 30" $9.00 $9.00 MUST BE INSTALLED ON LEVEL GROUND. 1 KSMK COVERO,wHITE $3,95 $3.95 CHECK IN 4 CHAIR, SAMS, IVORY $100 $4.00 MUST BE INSTALLED ON LEVEL GROUND. 9000 ALL CHAIRS & TABLES MUST BE STACKED IN TFIE SAME AREA 9001 AS DELIVERED TO AVOID ADDITIONAL CHARGES CHAIR WEIGHT LIMIT IS 2601-08 BEER GARDEN 1 CANOPY, 40'X40', KWIK, WHITE $1,120.00 $1,120.00 1- 40'X 40'X 10' WHITE CANOPY 6 SIDEWALL, 10'X20' WHITE $20.00 $120.00 8 CANOPY, HARDWARE, WATER BARREL 55GAL $15.00 $120.00 8 CANOPY, HARDWARE, WATER BARREL COVER 55G $6,00 $40,OD 2 LIGHT, HI BAYS 400WATT $50.00 $100.00 3 TABLE, 3'X 30" $9.00 $27,00 MUST BE INSTALLED ON LEVEL GROUND, 3 LINEN, BLACK, TBLDRP, 8' $20.00 $62.70 12 TABLE, ROUND, 30" $9.30 $112.20 MUST BE INSTALLED ON LEVEL GROUND. 12 TABLE, CKTL, 42" LEG $2.75 $33.00 12 SPANDEX, BLACK, TABLE, RND, 30", HIGH - $33.00 $398,00 --- PLAZA AREA - 1 CANOPY, 30'X30', EXPANDABLE, PAGODA, WHT $B8D.00 $800.00 1.30' x 60' x 10' WHITE PAGODA 3 MIQQLE, 30'X10', WI [ITS PAGODA $132.00 $396.00 $ LIGHT, 1 -11 BAYS 400WATT $50,00 $160.00 10 CANOPY, HARDWARE, WA'T'ER BARREL 55GAL $15.00 $15000 10 CANOPY, HARDWARE, WATER BARREL COVER 55G $5.00 $80.00 $ SIDEWALL, 10'X20' WHITE $15.55 $46.65 e SIDEWALL, 3`X20' WHITE 839.60 $237.60 27 DRAPERY, HARDWARE, 8' UPRIGHT $0.00 $0.00 "' FOR SIDEWALL 10 DRAPERY, HARDWARE, 6' -10' SPREADER BAR $0.00 $0.00 -- FOR SIDEWALL 27 DRAPERY, HARDWARE, LG.BASE PLATE $0.00 $0.00 -- FOR SIDEWALL 2 CANOPY, HARDWARE, SIGN, EXIT LIGHTED $80.00 $60.00 2 ELEC, CORD 26' $0.00 $0,00 2 COOLER, EVAPORATIVE OSCILLATING $250.00 $600.00 Store Hours Mon - Fri o00a -590p Sat 10:00a -2:00p Ptlnletl nn T4a]11912010 1D:2a:14AM &0nowm by POW of. nleL`ilnnN'9ra= VV1NOJpL ront000loom NlodlficatlOn 1f 2 Contract-PnreMedpl(1) Contract #: 23091 CITY OF SANTA ANA PARKS & RED Page 6 of 6 ^ Qty Items Pointed tatl - ----- m- ������� � � Each Prla u--. 2 ELEC, CORD 60' $0.0( 2 WATER HOSE 100' $0.00 $0.0( 12 CANOPY, HARDWARE, SAND BAGS, BLACK $0.00 $0,0( 4 SLIDER, 20' $0.00 $DA( - -- GREEN ROOMS - -- 2 CANOPY, 15'X15', WHITE, KWIK $170.00 $3409( 2- IS- X 15 X 8' WFIITE CANOPY 8 CANOPY, HARDWARE, BASE STEEL $2.00 $16.0( 6 SIOEWALL, 8'X20' WHITE $20.00 $120.0( 8 LIGHT, LED PAR -CAN $35,00 $280.0( 4 ELEC, CORD 60'MULTI BLACK $0.00 $0.0( 4 CHAIR, PCLIWOOD, WHITE $2.60 $10.4( 450 A87RO TURF, BLACK SO. FT. $0.48 $216.01 2- 15' X 15"TURF 450 A87RO TURF, LABOR INSTALL SQ /FT $0.16 $72.0( 1 TABLE, 6''X 30" $7.00 $7.01 1 LINEN, BLACK, TBLDRP, 6' $19,00 $19.0( 2 COOLER, EVAPORATIVE. OSCILLATING $250.00 $50010( 2 ELEC, CORD 50' $0.00 $0,01 2 WATER HOSE 100` $0,00 $0.01 2 LOUNGE, SECTIONAL, WHITE, 6 PC $300,00 $600,0( 1 -SET FOR EACH GREEN ROOM 2 LOUNGE, SOFA, WHITE, LEATHERETT, CRNR RT $0,00 $O,Oc 2 LOUNGE, SOFA, WHITE, LEATHERETTE, MID $0.00 $0,01 2 LOUNGE, SOFA, WHITE, LEATHERETT, GRNR LF $0.00 $0.01 2 LOUNGE, SOFA, WHITE, LEATHERETT, END FIT $0,00 $0D( 2 LOUNGE, SOFA, WHITE, LEATHERETT, END LF $0.00 $0101 2 TABLE, COFFEE WHITE 35 "X22" S2 &00 $50.0C 4 TABLE, ROUND, 30" $9,85 $37.4C MUST BE INSTALLED ON LEVEL GROUND, 4 TABLE, CKTL, 30" LEG $0.00 $0.01 4 LINEN, BLACK, GARDEN, SO" $10,75 $43.00 10 CHAIR, POI.IWOOD, WHITE _ _ $2,60 $413C COMMAND POST�� 4 TABLE, 8'X 30' $9,00 $36.0C MUST BE INSTALLED ON LEVEL GROUND, 12 CHAIR, SAMS, WHITE $1.00 $12,00 MUST BE INSTALLED ON LEVEL GROUND ALL CHAIRS & TABLES MUST BE STACKED IN THE SAME AREA AS DELIVERED TO AVOID ADDITIONAL CHARGES OHAI R WEIGHT LIMIT IS 260L13S � CITY COUNCIL 40 CHAIR, SAMS,WHITE $1.00 $40.00 MUST BE INSTALLED ON LEVEL GROUND ALL CHAIRS & TABLES MUST BE STACKED IN THE SAME AREA AS DELIVERED TO AVOID ADOITICNAL CHARGES CHAIR WEIGHT LIMIT IS 26OLDS .... CARNIVAL RIDES -- 1 SPECIALTY GENERATOR $55000 $550.00 - - -45 KVA GENERATOR 1 ELECTRICAL SUPPLY $700,00 $700.00 10 ELEC, T CABLE RAMP 2 CHANNEL $0,00 $0.00 11 ELEC, 3 BOX STRINGER $0.00 $0.00 1 ELEC, 5 WAY DISTO 200AMP 240V 3PHASE $0.00 $0.00 3 ELEC, 4 WAY SUB PANEL $0,00 $000 3 ELEC, 10(Y 615 FEEDER M/C TO M/C $0,00 $0.00 2 ELEC, 60'815 FEEDER M/0 TO M/C $0.00 $0.00 6 ELEC, 100' 126 EXT $0.00 $0,00 6 ELEC, 60' 12/5 EXT $0.00 $0.00 1 ELEC, 50'4/0 CAM TO CAM $0.00 $0,00 1 SAFETY PACKAGE, CANOPY $303,10 $303.10 3 CANOPY, HARDWARE, SIGN, EXIT LIGHTED $0.00 $0.00 Store Hours Mon - Fri 9:00s -5:00p Sat 1D;00a -2;00p Printed On Toe 7119 /201610:25:54AM Soflwere n, PUlnt- .rRental SeflWere WWW,po101- oFrenleLCOm 25C -16 Modification 4 2 CanlracLPerente pl(1) Contract #: 23001 CITY OF SANTA ANA PARKS & REC Page 6 of 6 Qty Items Rented Eachµ Prlcs 3 ELEC, CORD 25' ...... $aoo Y' $0,00 3 CANOPY, HARDWARE, SIGN, NO$MOKING,NOLIT $0.00 $0.00 25 CANOPY, HARDWARE, FIRE EXTINGUISHER $0,00 $0,00 $62,215.50 $100.00 REFILL FEE WILL BE CHARGED IF EXTINGUISHER IS DISCHARGED. $0.00 $62,622,66 1 LABOR $1,200,00 $1,200.00 FRIDAY NIGHT INSTALLATION & SUNDAY PICKUP 1 Delivery /Pickup I $600A0 $600.00 48 HOUR NOTICE REQUIRED TO AVOID CANCELLATION FEES, BUSINESS ACCOUNT CLIENT ORDERS MUST BE PAID IN FULL 3 DAYS PRIOR TO DELIVERY, Signature: CITY OF SANTA ANA PARKS & REC Store Hours Mon - Fr19:00a -5:00p Sat 10:000 -2:00p Modification 1A 2 Primed On TUe 7/1912 01 6 10.25 64AM eollwarepy Pglnbc4PantAI6oflwere w"polntoErenlol.com Cunlod Per,rnv,1(1) 25C -17 Rental: CA BUS: aalas: Dellvery Charge: $52,846.85 $5,284.68 $3,484.05 $600.00 Subtotal: Sales Tax: Total: Amount Due: $62,215.50 $307.08 $82,522.86 $0.00 $62,622,66 Signature: CITY OF SANTA ANA PARKS & REC Store Hours Mon - Fr19:00a -5:00p Sat 10:000 -2:00p Modification 1A 2 Primed On TUe 7/1912 01 6 10.25 64AM eollwarepy Pglnbc4PantAI6oflwere w"polntoErenlol.com Cunlod Per,rnv,1(1) 25C -17 25C -18 AGREEMENT WITH STAGE PLUS EVENT STAGING SERVICES FOR PROVISION, INSTALLATION AND REMOVAL OF STAGE EQUIPMENT FOR FIESTAS PATRIAS 2016 THIS AGREEMENT is made and entered into this I" day of August, 2016 by and between Stage Plus Event Staging Services ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing wider the Constitution and laws of the State of California ("City "). RECITALS A. The City desires to retain a contractor having special skill and Imowledge in the field of providing, installing, maintaining, and removing stage equipment for the Fiestas Patrias event that the City is conducting on September 10 and 11, 2016 ( "Event "). B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in this field and that any services performed by Contractor wider this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting fret in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall provide, install, set -up, maintain and remove stage, ground support systems, audio, lighting, scaffolding, barricade and ramps (collectively the "Equipment ") at the 400 block of 4"' Street in Downtown Santa Ana or at other locations specified by City, as further described in Exhibit A to this Agreement. Contractor shall begin installation of the Equipment at 7:00 p.m, on Friday, September 9, 2016. Contractor shall clean up and remove the Equipment by 6:00 a.m., Monday, September 12, Contractor shall also provide stage manager services. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $27,592.40. This amount is comprised of (1) the sum of $25,084 and (2) up to a 10% contingency fee of $2,508.40 for additional equipment or services requested at the sole discretion of the City. b. Payment shall be made within thirty (30) clays following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on September 31., 2016, unless terminated earlier in accordance with Section 12 below. Exhibit 2° 25C -19 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional maimer in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or ecciurence arising out of Contractor's operations in the performance of this Agreement, including, without. limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and $2,000,000 in the aggregate, Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and .not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insured's 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 California state law, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. 25C -20 (ii) Certificates of insurance shall be famished to the City upon execution of this Agreement and shall be approved in form by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not effect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, considtants, 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 Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is clue by reason of the terms of or effects arising from this Agreement. This indemnify 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. Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selectcd by the City, regarding any action by a tbird party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contactor. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own infoi nation of like importance, but in no event less than reasonable care. 8. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any mamrer with performance of services specified under this Agreement. 25C -21 9. NOTICE Any notice, tender, demand,, delivery, or other conununication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by fast class or certified mail, postage prepaid, or sent by facsimile or other telegraphic conrnunication in the manner provided in this Section, to the following persons: To City: Cleric of the 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 copies to: Parks, Recreation and Community Services Agency City of Santa Ana 20 Civic Center Plaza (TI.23) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 571 -4221 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 Contractor: Stage Plus Event. Staging Services 2330 S. Susan Street Santa Ana, California 92704 Facsimile: (714) 241 -0185 Phone: (714) 390 -4563 A party may change its address by giving notice in writing to the other party. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty - four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSFVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor with respect to the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terns of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this 4 25C -22 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 Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 11 TERMINATION This Agreement may be terminated by the City upon ten (10) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination. 13. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, disability, or any other basis protected by state or federal law in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined, and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Such inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbolow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall mdem ify 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. 25C -23 b. All Exhibits referenced herein and attached hereto shall be incorporated as if frilly set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: OJ M. Funk ssistant City Attorney RECOMMEND FOR APPROVAL: Gerardo Monet, Executive Director Parks, Recreation & Community Services Agency CITY OF SANTA ANA David Cavazos City Manager CONTRACTOR: Stage Plus Event Staging Services Name: Title: 25C -24 EXHIBIT A 25C -25 �z , > s T a o� 2330 S. Susan St, Santa Ana, CA 92704 (714)241 -0184 (714) 528 -3891 (714) 241-0185 FAX B1-L TO: Gerardo,�M�.,,,o,�uet Sonia Buttes Parks, Recreation, and Community S'erviues Agency city of St eta Ana 714x714204 Tel 714.5!1-4227 Tel 714- 486 °4732 Cel GMoueftania-anaarg SOUND (MAW STAGO sword craft 6132 ch Console (Poto 1 Drive Rack 1 Shako w/ monitor split 12 EV Cobra Liao Array (midn iga) 12 EV Cobra Dual 1S" Monitor ppkg (Cr6 maxi 1 Sauad Craft SI 32 Console Woaitors) 6 Floor Monitor 1 Drum Fill Monitor 2 Sills Fill Work Box 4 Sure UR VAirless Mks 1 Ml kg 1 pkg C6 pryer Engiaoer Tech Wu Staga 40 x M x N Stage 2 Stair unit 1 SUrtlag front of stage 1 Stage rolls left, right &rear i Am 40 x 32 xx 30h S CWm Roof (4 toms) 1 40 x 32 Mesh Cover (Black) 1 Anchor Mg (4 - 4,00016s telast) 114 PC Coracle 12 GLP LED wahoe 12 575 spots all Er4 1 Cable ft 1 Distro 24 So ume 4 par 1 Dimmer Pkg 1 Color Gel pkg. kline instruments 1 Yamala Stage Custom Drum Set 1 Fender Ttvn Guitar Amp 1 WW (4x10) Bass Amp SHIP TO: Fiestas Patrlas Downtown Santa Ana, CA Of a 25C -26 Bic r, ye'' fT •'r.F".'C3i+!�zYic3i"F�i7C+SIc 2330 S Susan St, Santa. Ana, GA 92704 (714Y1 1-0184 (714) 528 -3891 (714) 241-0185 FAX zeta -t ITEM Na iy. DFWRIMON 1 WOO 12 Pupal LED Vidual 8mm, Solid Wall i DVD i 1 Dtetco 1 Deliver ,SR up & ekvp 1 :Building & Way Permit (No Fa4 1 Stage Manage' (ut -un) 1 5K FbdMt (2dao pwxee3 25C -27 3 2330 S, Susan St, Santa Ana, CA 92704 N5915 -1 (714)2410184 (714) 528-3891 (714) 241 -0185 FAX 71 v� : 111 pRVWRqT7W P-330 S. Susan St, Santa Ana, CA 92704 (714)241-0194 (714) 528 38% (714) 241-0185 FA* BEL TO: Gi rmdo Mouet SHIP TO: Executive Director CINCO DL MAYO Padts Recreation, and Community Service Agamy Cl yy o�f Santa Ana 714J- 571-4204 Tai 714- 4W4732 Cal MH DATE OF ORDER. I FAYNIEW TERha- TW Sot DDOULDATE— 72016 ITEM NO, QTY. DESCRWIION 1 PA System for Community Staip 2 JM Mpa Solf Powered 2 JEL Subs 901f Poworad 1 6 channel mixer I SM 58 Vic 1 XLR, Eloehical Pkg I UT Q days from 12*m) SUB TOTAU TAX, SHIPPING: YOU PAY TIM AMOUNT: 25C -29 BILL TO,. Guam,> mouet SHIP TO Executive Director Fiesta Patrias Parks, Recreation, and Community Sffvim Agency Downtown Santa Ana, CA Witt' of Sum Am 71 4�A-= Tel 714- 486-4732 Cel 25C-30 DATE OF MMP: TBD Film Teaur TBD MOICE-NMEEk— J)&7 -- ITEM NO Qff. YrION I 1 1 4w X W% $ MOO 77w X 3241 Ldi $567,00 7rw X 324-k Right $567,00 SUB TOTAL TAI SHIPPING YOU PAY THIS AMOUNT: 25C-30 AGREEMENT WITH CHRISTIANSEN AMUSEMENTS, INC. FOR CARNIVAL EVENT PRODUCTION (FIESTAS 2016) THIS AGREEMENT is made and entered into this 16`" day of August, 2016 by and between Christiansen Amusements, Inc., a California corporation (hereinafter "Promoter "), 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 will be hosting its annual Fiestas Patrias event on September 10 and 11, 2016 ( "Event') for the enjoyment of its community and residents. B. Promoter represents that Promoter is able and willing to provide carnival event production services to the City for the Event. C. In undertaking the performance of this Agreement, Promoter represents that it is knowledgeable in its field and that any services performed by Promoter under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional carnival operator in the field. NOW THEREFORE, in consideration of the mutual and respective promises set forth herein, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Promoter shall provide event production for the Event complete with the rides, games, ticket booths and sellers, food concessions, equipment and services as set forth in detail in Exhibit A, attached hereto and incorporated herein. The Event will include set -up prior to the start and clean -up following the conclusion. City grants Promoter the right to enter its property for the purpose of these services, including delivery, set -up, and pick -up. Promoter is responsible for all equipment, clean-up services, security, electricity, carnival rides and games, vendor booths and insurance for the Event. Promoter shall comply with, coordinate, and obtain all approvals and certifications that are required by the Amusement Ride and Tramway Unit of the California Department of Industrial Relations or other government agencies responsible for amusement ride oversight. 2. FEES For the right to produce the Event as set forth in Exhibit A, Promoter agrees to pay the City the sum of 25% of gross ride ticket sales for the Event, provided that the minimum amount due to the City under this Agreement shall be $17,500. Payment to the City shall occur within seven (7) days following Event. 3. TERM This Agreement shall commence on the date first written above and terminate on September 31, 2016, unless terminated earlier in accordance with this Agreement. 4. NON- POSSESSORY INTEREST City retains full possession of the its property and Promoter will not acquire any interest temporary, permanent, irrevocable, possessory or otherwise by reason of this Agreement, or by Exhibit 3 25d -31 the exercise of the permission given herein. Promoter will make no claim to any such interest. Any violation of this provision will immediately void and terminate this Agreement. 5. RECORD KEEPING AND AUDIT A. Promoter shall establish and maintain separate accounting records for the Event. Promoter's accounting system shall conform to generally- accepted accounting principles and all records shall provide a breakdown of total costs and revenues associated with the Event. B. All Promoter's records of revenues and repairs pertaining to the Event referenced herein shall be kept for three years and made available at all times for audit by City upon request G' f�1 ►f ?- �I�I�i7�I►IIITK�7►�If7:C�C� Promoter 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, ajoint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Promoter performs the services which are the subject matter of this Agreement; however, the services to be provided by Promoter shall be provided in a manner consistent with all applicable standards and regulations governing such services. Promoter 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. INSURANCE Prior to undertaking performance of any work relative to the Event under this Agreement, Promoter shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: A. Commercial General Liability Insurance. Promoter and each of its operators and subcontractors 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 the operations or performance of this Agreement by Promoter, its operators or subcontractors, 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 amount of $5,000,000 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. Workers' Compensation Insurance. In accordance with the provisions of California State law, Promoter, if Promoter 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, Promoter agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. Exhibit 3 a 25C -32 D. The following requirements apply to the insurance to be provided by Promoter pursuant to this section: i. Promoter 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. 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; and shall state as follows: "The above detailed coverage is not subject to any deductible or self - insured retention, or any other farm of similar type limitation." iv. A complete and signed certificate of insurance with all endorsements required by this Section shall be filed with City upon execution of this Agreement. At least thirty (30) days prior to the expiration of any such policy, a signed and complete certification of insurance showing that coverage has been renewed, shall be filed with the City. v. The certificate of insurance shall include all endorsements necessary for the City to be additionally insured under Promoter's policy. E. If Promoter 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 terminate this Agreement. Promoter agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Promoter agrees to and shall protect, defend, indemnify and save and hold harmless the City, its officers, agents, employees, special counsel, and representatives from liability, loss, damage, expense or cost: (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 Promoter or its operators, contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in Section 1 and Exhibit A 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 Agreement or by reason of the terms of, or effects, arising from this Agreement. The Promoter further agrees to defend, indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Promoter shall protect, defend, indemnify and save and hold harmless the City, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of any nature) arising out of or in connection with Promoter's performance of this Agreement or any failure to comply with any of Promoter's obligations contained in this Agreement by Promoter, its officers, agents, employees or contractors. Exhibit 3 25d -33 9. HAZARDOUS MATERIALS Promoter represents and warrants that its Event production will not generate any hazardous substance, and Promoter will not store or dispose, nor transport any hazardous substance. Promoter further agrees to clean -up and remediate any hazardous substance from the Event production, and hold City harmless from and indemnify City against any release of any such hazardous substance and any damage, loss, or expense or liability resulting from such release including all attorneys' fees, costs and penalties incurred as a result thereof except any release caused by the negligence of City, its employees or agents. "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or radioactive substance, or other similar term by any federal, state or local environmental law, regulation or rule presently in effect or promulgated in the future, as such laws, regulations or rules may be amended from time to time; and it shall be interpreted to include, but not be limited to, any substance which after release into the environment will or may reasonably be anticipated to cause sickness, death or disease. 10. NUISANCE Promoter shall not maintain, commit, or permit the maintenance or commission of any nuisance as defined in Section 3479 and /or Section 3480 of the California Civil Code, or the Santa Ana Municipal Code on the park or carnival areas; and Promoter shall not use or permit any unlawful purpose in the Event production. 11. PUBLIC NECESSITY City may immediately temporarily suspend operation of this Agreement and the Event production in the event of public necessity or emergency, as may be determined by the City Manager. Such suspension will terminate when the public necessity or emergency no longer exists. 12. LIENS Promoter will not permit any mechanics' or materialmens' or other liens to stand against the City by reason of any use or occupancy by Promoter, or any person claiming under Promoter. 13. TERMINATION This Agreement may be terminated by the City without cause upon ten (10) days written notice of termination. 14. DEFAULT BY PROMOTER Should Promoter default in the performance of any of the terms, conditions, or obligations contained in this Agreement, City may, in addition to the remedies specified elsewhere in this Agreement, terminate this Agreement and contract with another entity for production of any remaining Event(s). 15. INSOLVENCY OF PROMOTER The insolvency of Promoter as evidenced by a receiver being appointed to take possession of all or substantially all of the property of Promoter, or the making of a general assignment for the benefit of creditors by Promoter, or the filing of a petition in bankruptcy, shall terminate this Agreement. Exhibit 3 4 25C -34 16. CUMULATIVE REMEDIES The remedies given to City in this Agreement shall not be exclusive, but shall be cumulative and in addition to all remedies now and hereafter allowed by law or elsewhere provided in this Agreement. 17. WAIVER OF BREACH The waiver by City of any breach by Promoter of any of the provisions of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach by Promoter either of the same or another provision of this Agreement. 18. CONFLICT OF INTEREST CLAUSE Promoter 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. 19. 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, addressed to the party concerned as follows: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 Courtesy copies to: Executive Director of Parks, Recreation and Community Services City of Santa Ana 20 Civic Center Plaza (M -23) P.O. Box 1988 Santa Ana, California 92702 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 To Promoter: Christiansen Amusements 1725 S. Escondido Blvd., Ste. E Escondido, CA 92025 Phone(760)735 -8542 Fax (760)735 -8543 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 Exhibit 3 25d -35 deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. COMPLIANCE WITH LAWS Promoter shall obtain and maintain a permit(s) issued by the ,Division of Industrial Safety of the Department of Industrial Relations of the State of California for the operation of amusement rides. In addition, Promoter shall, at Promoter's own cost and expense, comply with all statutes, ordinances, regulations, and requirements of all governmental entities, including federal and state, county and municipal, relating to Promoter's obligations under this Agreement whether such statute, ordinances, regulations, and requirements be now in force or hereinafter enacted. The judgment of any court of competent jurisdiction, or the admission by Promoter in a proceeding brought against Promoter by any government entity, that Promoter has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between City and Promoter and shall be considered grounds for termination of this Agreement by City. Promoter will obtain all permits and other governmental approvals, required in connection with Promoter's activities hereunder, and update such permits /approvals as necessary. 21. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Promoter regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, including Exhibit A, 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 Promoter. Each party to this Agreement ackriowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 22. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Promoter, Promoter 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 operators retained by City. 23. NON - DISCRIMINATION Promoter 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 or in connection with any activities under this Agreement. Promoter affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. FT, �Its 011 MA 01011MUMILM This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. Exhibit 3 25C6 36 25. PROFESSIONAL LICENSES Promoter 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. Promoter 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 immediate termination of this Agreement. 26. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the termination, or expiration of this Agreement, shall so survive, 27. MISCELLANEOUS PROVISIONS A. Each undersigned represents and warrants that its signature below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City frilly, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. B. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R, CARVALHO City Attorney o�� By: *" ssis n Furnk tant City Attorney CITY OF SANTA ANA DAVID CAVAZOS City Manager CHRISTIANSEN AMUSEMENTS By: RECOMMEND APPROVAL: Title: Gerardo Mouet, Executive Director Parks, Recreation & Community Services Agency Exhibit 3 25G -37 EXHIBIT A SCOPE OF WORK for 2016 Fiestas Patrias Event Christiansen Amusements I. PERMITS - PROMOTER shall secure all required permits for the carnival area no later than 30 days prior to the Event unless otherwise indicated, including but not limited to: a. Electrical permits for booths and rides. b. Tents and canopies larger than 10 feet by 10 feet as required by the CITY's Planning and Building Department. c. Health Department permits. d. Orange County Fire Authority permits including Fire Department approval for booths and rides that may block an entire street thereby eliminating the 20 foot clearance requirement shall be secured two weeks prior to each Event. e. PROMOTER will obtain approval of Parking Company of America for use of the lot at the northwest corner of Third and Bush St. f CITY will assist in obtaining permits, available property and the approval of all street closure and properties for the carnival area of the Event layout as discussed and agreed for this year's site plan. II. CLEAN UP - PROMOTER will maintain continuous lifter control during the entirety of the Event: a. Provide a professional cleaning crew to ensure that trash does not accumulate on streets and sidewalks at any time during Events. b. Impose adequate mitigation measures to ensure removal and disposal of grease from food and /or cooking booths if utilized, including but not limited to the use of grease barrels. c. Provide and pay for contractor approved by CITY to steam clean sidewalks in front of Lofts on Third Street and provide Loft owners 24 hour notice prior to such sidewalk steam cleaning. d. Empty and place a clean liner in all CITY sidewalk trash cans located in carnival area including 3rd and Bush parking lot, 3rd, Main, Bush and Spurgeon Streets. This is to be done throughout the duration of the 2 -day festival and the Monday following the event before vacating carnival area. III. EQUIPMENT - PROMOTER shall provide all necessary equipment, resources and manpower to develop and produce the Event. a. Equipment shall include lighting for all vendor booths which is to be maintained and fully illuminated until all attendees have vacated the festival and carnival grounds each day. b. CITY will provide adequate portable restrooms in the carnival area from 8:00 a.m. Saturday morning (Event start time) through 10:00 p.m. Sunday (Event end time) and will maintain trash receptacles within portable restrooms only (if applicable); they shall be positioned and serviced so as to prevent noise and odor disturbances to Loft residents and downtown merchants. c. PROMO TER will provide trash cans for and clean the carnival midway areas each night and at the close of the Event. d. PROMOTER shall inspect all equipment prior to its use to ensure safety and repair on site as needed. IV. LOFTS - PROMOTER shall exercise caution and special measures to ensure minimal disruption to owners and tenants of the live -work lofts located on blocks bounded by Main Street, 3d Street, Spurgeon Street and I" Street (the "Lofts "), including: Exhibit 3 8 25C -38 a. Blocking off the sidewalks on 3' Street in front of Lofts with chain link fencing with screening to create a private walkway for loft residents. b. Assume responsibility for any damage done to the Lofts during the course of the Event, including assembly and disassembly. PROMOTER shall photograph the Lofts prior to each Event in order to document their condition prior to each Event and to identify whether or not damage occurred during each Event. c. Compensate Loft owners with pets who choose to board their pets from Friday through Monday. d. Compensate those Loft owners who choose to stay at a hotel on Saturday and Sunday, during the Event, at a maximum of $100 /per day. e. PROMOTER shall schedule equipment set up and tear down, trash removal, and carry out other logistical activities in such a manner that will minimize late night noise and other disturbances and disruption to Loft residents. f. PROMOTER will cover expenses and comply with all carnival requirements related to the requests of the Santa Ana Lofts association as determined by the City of Santa Ana. V. QUIET HOURS. Specific to 3rd Street: There shall be designated quiet times with no construction set up or tear down as follows: Friday from 10:00 p.m, through Saturday 8:00 a.m., Saturday from 12:00 a.m. through Sunday 8:00 a.m., and Sunday from 10:00 p.m. through Monday 8:00 a.m. PROMOTER shall ensure that quiet hours are strictly adhered to by all carnival employees and sub - contractors. VI. EVENT SET UP. The Event shall include a carnival as follows: a. PROMOTER must secure land use permit for carnival no later than two weeks prior to each event if the carnival will utilize private property for any reason. b. CITY will provide PROMOTER the following areas for carnival staging and /or setup: 1) Third Street from the east crosswalk of Sycamore to the drive entrance approximately 100 feet east of Spurgeon; 2) Main Street from 60 feet south of Fourth Street to north of First Street; 3) Bush Street from the crosswalk south of Fourth Street to south of Third Street; 4) Fiesta Meter parking lot at the corner of Third & Bush; and 5) Spurgeon from crosswalk at Third Street south, prior to the Lofts property. c. PROMOTER will work with CITY regarding street closures and property access as follows: Friday 9:00 a.m. load in and partial setup until 10:00 p.m. in Fiesta Meter Parking Lot; on Third Street from east of Bush Street plus Bush Street and Third Street, east of Main; Saturday Setup; a) at 8:00 a.m. on the Fiesta Meter Parking Lot; on Third Street from east of Main Street east to the drive east of Spurgeon; Bush Street from Fourth Street to south of Third Street; and Spurgeon south of Third Street and b) at 8:00 p.m.; Main Street from Fourth Street to south of Third Street and Third Street west of Main Street to Sycamore. PROMOTER agrees to have the above areas cleared /cleaned Monday by the following times; a) Main Street by 5:00 a.m. and b) Third, Bush & Spurgeon Streets & Fiesta Meter Parking Lot by 5:00 p.m. Times as agreed upon with the City of Santa Ana. Clear access must be maintained on Main Street between the properties located at 308 and 309 S. Main Street to ensure safe and clear street crossing between those properties. Final location for carnival rides and booths will be mutually agreed upon between the CITY and PROMOTER. d. CITY will assist PROMOTER with providing staging areas and access for PROMOTER's vehicles before, during and after the Event. e. PROMOTER shall be responsible for securing temporary storage locations for all carnival equipment needs and must secure approval from CITY of any outdoor off -site accommodations within CITY limits no later than two weeks prior to each Event. f. PROMOTER may not store equipment on CITY owned property or CITY right of way prior to the set up time, without prior CITY approval. Such approval must be requested no later than two weeks prior to each Event if needed. g. PROMOTER will not allow any employees to sleep overnight inside the Event boundaries. h. PROMOTER must supply restrootn facilities for its staff during set up. i. Tall rides, exceeding 20 feet, may not be placed adjacent to residential units. j. PROMOTER may begin set up of rides at 9:00 a.m. Friday prior to each Event on all streets, except Main Exhibit 3 25C -39 Street. k. PROMOTER will set up one (1) food booth and food items are listed as follows: Assorted candy, candy /caramel apples, chips, churros, corn dogs, cup of soups, deep fried Twinkies /Oreos, hotdogs, cotton candy, funnel cakes, nachos, peanuts, pickles, pizza, popcorn, drinks, water and coffeelhot tea/hot cocoa. I. PROMOTER will set up one (1) ticket booth throughout the event space, along with providing ride tickets and ticket sellers for the Event. m. PROMOTER will set up nineteen (19) mechanical rides and are listed as follows: Cars, Cycles, Casino *, Crazy Plane, Elephants, Ferris Wheel, Go- Gator, Gravitron *, Hurricane *, Kamikaze *, Lady Bugs, Merry - Go- Round, Motor Cycle Jump, Bees *, Slime Time, Scooters *, Tilt- A- Wbirl *, Umbrella Cars and Zipper. Those rides with an asterisk are considered Major Rides. PROMOTER will set up one (1) non - mechanical ride and it is listed as follows: Slide. PROMOTER will provide two (2) generators and are listed as follows: 570kw and 320kw n. PROMOTER will set up seventeen (17) game booths and are listed as follows: Balloon Dart, Balloon Dart, Mini Basketball, Mini Basketball, Ring Toss, Punk Rack, One Ball, BB Guns, Water Race, ,Batter Up, Kid Hi- Striker, Turtle Creek, Tubs of Fun, Buoy Pitch, Long Range Basketball, Glass Pitch and Ring -A -Duck. o. PROMOTER will provide the maximum quantity of rides and games possible according to the space allowed. All mechanical rides are to be State DOSH Certified. All rides will be of the same quality as in previous years. CITY will also provide similar vendor booths, entertainment, marketing and promotion of the event as in the past. VII. SECURITY. a. PROMOTER shall provide two (2) state licensed uniformed guards in the carnival area overnight each day of the Event. Additional provisions for State licensed uniformed guards hired by PROMOTER: i. A minimum of 50% of the Security staff must be bilingual, English/Spanish speaking. ii. Security personnel must wear uniforms distinct from local law enforcement agency. iii. PROMOTER /Security Company shall ensure that all security guards are equipped with radios for internal communications and that the Security Supervisors are equipped with one radio each for communications with SAPD and CITY staff. iv. PROMOTER /Security Company shall ensure that there is one Security Supervisor on site at all times during the Event. v. The security staff shall take final direction and instruction from the CITY Police Department supervisor in charge of the event and will meet with the SAPD supervisor in charge and other staff as needed at the beginning of each day of the Event. vi. Security guards shall not carry weapons, batons, or tear gas. vii. Security guards shall report only to the Santa Ana Police Department Sgt. in charge of the event or the Recreation and Parks Department Supervisor. viii. Security staff shall contact Santa Ana Police for any criminal activity but may intervene for non- criminal activity such as illegal vendors, rule violations, crowd control, etc. ix. Security personnel shall assist with the following: 1. Ensuring that no vehicles park on streets within the carnival boundaries each day of the Event. 2. Preventing vehicles from stopping to drop off equipment. 3. Monitoring specific problem areas identified by Santa Ana Police Department. 4. Monitoring Lofts to ensure that no illegal activity is taking place. 5. Watching for gang members and other criminal activity. 6. Assisting Police Department with closing down the carnival nightly. Exhibit 3 10 25C -40 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: EMPLOYEE GROUP INSURANCE RENEWALS (STRATEGIC PLAN NO. 7, 6) v CITY MANAGER 1:7 xgio7 j im 4 ki l T i7�Ti�C�T► I CLERK OF COUNCIL USE ONLY: _••:• ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Attorney to prepare and authorize the City Manager and Clerk of the Council to execute agreements for the renewal of dental, vision, employee assistance, retiree health savings plan, long term disability, employee group life, and accidental death and dismemberment insurance, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to approve the rates as offered by CalPERS for 2017 Health Premiums for medical insurance. 3. Authorize the City Manager and Clerk of the Council to recognize the ongoing agreement with REACH Employee Assistance, Inc., executed in January 1, 2015 expiring on December 31, 2017, subject to non - substantive changes approved by the City Manager and City Attorney. 4. Authorize the City Manager and Clerk of the Council to recognize the ongoing agreement with ICMA -RC as the Plan Administrator of the VantageCare Retiree Health Savings Plan through December 31, 2017. DISCUSSION The City utilizes the services of two insurance brokers, Keenan & Associates and Cook Insurance Services. Keenan is the broker of record on the life and accidental death and dismemberment (AD &D) coverage, long -term disability (LTD) insurance through the carrier Aetna, vision insurance through the carrier EyeMed, and the EAP Program through REACH for all employees. Cook Insurance Service is the broker of record for dental coverage through the carriers Delta and MetLife. These coverages are sent out to bid by the brokers on a regular basis, usually in the summer of each year. Rates are finalized and issued in time for open enrollment in September of each year. The new rates are effective annually on January 1. With the exception of the REACH Employee Assistance Program, all insurances were reviewed for 2017 renewals. 25D -1 Employee Group Insurance Renewals August 16, 2016 Page 2 The Employee Assistance Program assists employees and their eligible dependents in handling problems that may be interfering with their performance on the job. Consultation for problems such as alcohol and drug abuse, legal, marital and family problems are available. REACH currently provides services under this program. Full time and part time employees are eligible to participate in the Employee Assistance Program. We are currently in the second year of a three - year rate guarantee through December 31, 2017 The City purchases its dental insurance through Delta Dental and MetLife. Delta rates will increase by 1.9 percent and MetLife rates will increase by 5 percent, both of which are guaranteed through December 31,2017. The City purchases its vision insurance through EyeMed. The City does not contribute to the cost of this coverage. Employees are responsible for the full cost of this coverage. The current plan design was reviewed and enhanced to provide reimbursement for frames up to $120 every 12 months instead of every 24 months. The premium rates will increase by 7 percent in order to provide this enhanced this benefit and will be guaranteed for 4 years through December 31, 2020. The City purchases its medical insurance through CalPERS. The CalPERS health benefit program was established in 1962 under the Public Employees Medical and Hospital care Act ( PEMCCA). In 1967 the program was expanded to allow all public agencies access to the program. The City, through a resolution, amended its contract with CalPERS to allow it to participate in PEMCHA in 1996. CalPERS is the second largest public purchaser of insurance in the nation behind the Federal government and currently provides insurance for all State employees, public colleges and universities and to more than 1,000 school districts and local governments. To address the issue of rising health care costs, market stability, access and choice for contracting agencies, CalPERS utilizes a regional price approach grouping similarly located agencies into regions. This approach and other polices are credited with maintaining lower health care premiums, negotiating lower prices from hospitals, and negotiating savings on prescription drugs. The change in CalPERS basic HMO health plan rates range from a decrease of 11.66 percent for Health Net Salud y Mas to an increase of 18.87 percent for Blue Shield Access +, CalPERS has eliminated the Blue Shield NetValue HMO plan in 2017. The average increase for all HMO health plans will be 4.14 percent and the average increase for all basic PPO health plans will be 3.76 percent. The City's contribution toward medical for all bargaining units, except the Police Officers Association (POA), is tied to the Kaiser rate. Since Kaiser rates will decrease by 0.91 percent in 2017, the City will not incur any increase in costs for employees enrolled in the CalPERS medical plans in 2017. Employees who chose plans other than Kaiser will be responsible for any increase in cost above the City's contribution. Attached are the CalPERS health premiums for 2017 (Exhibit 3). 25D -2 Employee Group Insurance Renewals August 16, 2016 Page 3 Retirees are not included in the annual cost estimates. The POA maintains its own insurance programs for medical, dental, vision and LTD coverage. The specific rates for those plans sponsored by the City are listed below: AETNA Life Insurance Insurance Coverage Current Insurance Rate Insurance Renewal Rate 2016 Percent Change Life Insurance $0.102 per $1000 $0.102 per $1000 0.0% Accidental Death & $0.352 per $100 $0.352 per $100 0.0% Dismemberment $0.020 per $1000 $0.020 per $1000 0.0% AETNA Long -Term Disability Group Coverage Current Insurance Insurance Percent Change Employee Rate Renewal Rate 2016 1.9% Management $0.352 per $100 $0.352 per $100 0.0% Employees $8.78 $8.78 0.0% 130 day wait Employees $15.93 $15.93 0.0% 60 day wait Dental Plans Type of Coverage Delta Current Rate Delta Renewal Rate 2016 Percent Change Employee $51.58 $52.56 1.9% Employee Plus Family $127.04 $129.44 1.9% 25D -3 Employee Group Insurance Renewals August 16, 2016 Page 4 Type of Coverage MetLife Dental MetLife Dental Percent Change Percent Current Rate Renewal Rate 2016 $1318.06 Employee $26.38 $27.70 5.0% Employee Plus Family $45.09 $47.34 5.0% EyeMed Vision Plan Type of Coverage Current Insurance Insurance Renewal Percent Change Percent Rate Rate 2016 $1318.06 Employee $7.75 $8.29 7.0% Employee & one $14.71 $15.75 7.0% Dependent $1556.90 $2023.97 18.87% Employee & two or $21.63 $23.15 7.0% more Dependents $1231.00 - 11.66% Health Net SmartCare HMO CaIPERS Health Program Plan Employee Onl Employee & one Dependent Employee & two or more Dependents Percent Anthem HMO Select $659.09 $1318.06 $1713.48 3.83% Anthem HMO Traditional $799.15 $1598.30 $2077.79 12.43% Blue Shield Access+ HMO $778.45 $1556.90 $2023.97 18.87% Blue Shield NetValue HMO This Plan is no longer offered in 2017 Health Net Salud y Mas HMO $473.46 $946.92 $1231.00 - 11.66% Health Net SmartCare HMO $537.20 $1074.40 $1396.72 -10.01% 25D -4 Employee Group Insurance Renewals August 16, 2016 Paqe 5 Kaiser HMO $599.54 $1199.08 $1558.80 - 0.91% Sharp HMO $614.46 $1228.92 $1597.60 9.46% United Healthcare HMO $549.76 $1099.52 $1429.38 11.29% PERSCare PPO $802.24 $1604.48 $2085.82 5.35% PERSChoice PPO $714.43 $1428.86 $1857.52 4.49% PERSSelect PPO $633.46 $1266.92 $1647.00 1.32% PORAC safet members $699.00 $1467.00 $1876.00 12.00% Employee Assistance Program — REACH Employee /Associate Assistance STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal 7 - Team Santa Ana, Objective #6 (Provide a positive workplace environment that supports the health of its employees and celebrates its successes). FISCAL IMPACT The annual cost of each plan may vary depending on changes in the number of employees enrolled during the year. The projected annual costs for the City are calculated using current enrollment as of July 2016. The projected annual costs for POA insurance coverage will now be 25D -5 Current Rate based Insurance Renewal Type of Coverage on 1460 employees Rate 2016 based on Percent Change 1460 employees Full Time Employee $1.85 /employee $1.85 /employee 0.0% (970 full time) (970 full time) Part Time Employee $1.25 /employee $1.25 /employee 0.0% (490 part time) (490 part time) STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal 7 - Team Santa Ana, Objective #6 (Provide a positive workplace environment that supports the health of its employees and celebrates its successes). FISCAL IMPACT The annual cost of each plan may vary depending on changes in the number of employees enrolled during the year. The projected annual costs for the City are calculated using current enrollment as of July 2016. The projected annual costs for POA insurance coverage will now be 25D -5 Employee Group Insurance Renewals August 16, 2016 Page 6 calculated using current enrollment and will no longer be based on the number of budgeted positions. Coverage for POA Members (Sworn and Non - Sworn) Aetna Life* POA LTD Insurance POA Dental POA Medical REACH (EAP Provider)* Total Annual Cost 25D -6 CY 2017 CY 2016 511 Budgeted Positions $ 14,962 $ 404,712 $ 551,880 $ 7,495,848 $ 11,100 $ 8,478,502 25D -6 CY 2017 457 POA Members Difference $ 13,381 $ -1,581 $ 361,944 $ - 42,768 $ 493,560 $ - 58,320 $ 7,425,336 $ - 70,512 $ 10,145 $ -955 $ 8,304,336 $ - 174,136 Employee Group August 16, 2016 Page 7 Insurance Renewals Coverage for SEIU, CASA, SAMA, EM, PMA, PTCS and Council (City Administers) Aetna Life /LTD Insurance* Dental Carriers* CalPERS Medical* REACH (EAP Provider)* Total Annual Cost *City administered insurance Difference $ -6,018 $ -2,724 $ - 161,548 $ 955 $ - 169,335 Funds in the amount of $7,524,404 are budgeted and available in the Personnel Services Employee Benefits account (account no. 08109053 - 64010) to pay for City administered insurance coverage *. Funds in the amount of $8,366,640 are budgeted and available in the Employee Benefits account (account no. 08109053 - 64010) to pay for the insurance coverage administered by the POA. The total budgeted amount of $15,891,044 is available in Fiscal Year 2016 -2017. The balance will be budgeted in Fiscal Year 2017 -2018. EdGvard S;irecto a a Y Executive r Pe rsonnel Services Exhibits: 1. CY 2016 CY 2017 530 Participants 517 Participants $ 126,250 $ 120,232 $ 404,677 $ 401,953 $ 7,035,566 $ 6,874,018 $ 17,784 $ 18,739 $ 7,584,277 $ 7,414,942 Difference $ -6,018 $ -2,724 $ - 161,548 $ 955 $ - 169,335 Funds in the amount of $7,524,404 are budgeted and available in the Personnel Services Employee Benefits account (account no. 08109053 - 64010) to pay for City administered insurance coverage *. Funds in the amount of $8,366,640 are budgeted and available in the Employee Benefits account (account no. 08109053 - 64010) to pay for the insurance coverage administered by the POA. The total budgeted amount of $15,891,044 is available in Fiscal Year 2016 -2017. The balance will be budgeted in Fiscal Year 2017 -2018. EdGvard S;irecto a a Y Executive r Pe rsonnel Services Exhibits: 1. Delta Dental Premiums 2. MetLife Renewal Letter 3. EyeMed Vision Renewal Chart 4. CalPERS 2016 Premiums APPROVED AS TO FUNDS AND ACCOUNTS: z Francisco Gutierrez Executive Director Finance & Management Services Agency 5. REACH Employee Assistance Agreement 6. VantageCare RHS Agreement 25D -7 25D -8 CITY OF SANTA ANA BENEFITS & RATES DELTA CLIENT #599 CURRENT RATES jffective 01/01/2016 to 12/31/2016) Delta Dental PPO One Party $51.58 Billed PPO T Non -PPD ____ Subsidized Diagnostic and Preventive 100% 100% Copoyments Basic Crowns and Cast Restorations 80/20 50/50 75125 50/50 _ $55.49 i Prosthodontics 50/50 I 50/50 _ Per patient per calendar year $25 $50 Deductibles Perfamlly per calendar year $50 $100 &Pfro exempt m deductible? Yes Yes Maximums __D - Per patient per calendar rear _ —2) $11000 _ ggelimitations Children (years o)a a 26 26 CURRENT RATES jffective 01/01/2016 to 12/31/2016) Billed One Party $51.58 Billed 7WO Party+ $127.04 ____ Subsidized One Party - - -- $3.91 Subsidised Two Party+ $9.62 Total One Party _ $55.49 i One Party Two Part+ Two Part y+ $136.66 RENEWAL RATES Effective 02 /01/2017 to 12/33/2017) Billed Rate Action 1.90% Billed _ One Party Two Parry+ — -- $52.56 -�- $129.44 Subsidized Rate Aedon 5.28% Subsidised One Part y Two Party+ $7.22 Total Total Rate Action 8100% $55A9 $136.66 One Party Two Part+ SUGGESTED COBRA RATES jffective 01/01/2017 to 12131/2017) One Party $55.49 Two Party $105.58 Three Party* $158.37 A Note About COBRA Rates As part of Delta's commitment to assist employers In complying with the Consolidated Omnibus Budget Reconciliation Act (COBRA), we are providing a suggested three -step rate structure for those groups having a Super - Composite rate, a Two Party+ rate structure or for a self - funded contract. The following recommended rates are the rates which the group may charge a COBRA eligible on a three - step rate structure. The rates do not Include the 2% allowable employer charge for the administration of COBRA. Please note that Delta Is not responsible for the billing for the individual COBRA eligibles. Self-funded groups will continue to be charged by Delta for claims plus administration for ALL eligibles including COBRA eligibles, Likewise, risk groups will continue to be charged the rate for ALL eligibles under their plan, including COBRA eligibles. EXHIBIT 1 25D -9 5/20/2016 25D -10 ;t tl, June 25, 2016 Dick Cook Insurance Services Attn: Dick Cook 814 Hibiscus Way Placentia, CA 92870 Re: City of Santa Ana Renewal — January 1, 2017 Dear Mr, Cook, MetLife appreciates the opportunity to be a part of your benefit program. This letter confirms your renewal for the 2017 plan year. In determining the rates for the coming plan year, we have evaluated your plan experience, taking into account the credibility of the experience and the demographics of your group. Our objective in the renewal process is to identify rates that will maintain the overall financial stability of your benefit program. We have set the following rates for the coming year: Coverage Current Renewal Changeln Em to ee onl Rate/Fee RatefFee Rate /Fee Em to ee + Family DHMb Em to ee onl Em to ee + Family The rates shown above assume your existing plan design, contribution structure and group demographics remain the same. Please do not hesitate to contact me at 949 -471 -2310 if I may answer any questions or assist in any way. Once again, thank you for the privilege you have extended to us. You are the reason we are in business. We look forward to continuing our relationship in the months and years ahead. Sincerely, Nick Sala Account Executive Dental HMO plans in California, Florida and Texas are available through a domestic company In the applicable state named SafeGuard Health Plans, Inc. The SafeGuard companies are part of the MetLife family of companies. Request to Notify Ai.isk , Residents of Ito pending Coverago, and! or Premium Changes Urnx i AldSka 9au t; . ,3t esidw i o A.aok n2..... t utftei Q, the is s z _�1"_a v. tr yoti h� ,. � rp oq� , aUerq x;r P �., , _ air we �Q unvz [lotl_4. , C k h , D�ntn , .NSon Cr F,P as% ttlt K u r )' ae tn[ nr vZ0, :vr ±1. ,ion, , aE f -&I 11i ,;ey_ ur dtrVBllt r I. r .gal, n ,Ui P'ru Chem . , +, +vim vyc aq3 .r °rgm� m t " ,non�ti tt _- eiau5 d, n ,, cW J. _"_Ufid oolice iwg >CU_ J.e.DG rFYa o,n data` ;Oftt r.. ,r protniun r.ti,n,. if vit:._,,..0 iiomuq'x i' Ui RECOMMENDED FOR APPROVAL: Edward Raya Executive Director Personnel Services President 25D -12 f� y uF � \\ O4 )§ \( !y&) \{ \ \ \ { \a Z/ o, [ /k!.! «k))% {//)} 25D.12 ))� R! 4>E � !{ \ <E 2R /Q | ,0 \ : s R. \ {! ( ;]{ /R 2`| )])( /!) 9`( \� \ \�!ƒ 25D -14 6117/2016 Monthly Premiums for Contracting Agencies Other Southern California Region Fresno, imperial, Inyo, Kern, Kings, Madera, Riverside, Orange, San Diego, San Luis Obispo, Santa Barbara, Tulare Actives and Annuitants Effective Date: 1111201 7 -1213l/2017 r am HMO Select Dm HMO Traditional Access+, h Not Salud y Mis ,h at SmariCare or Permanents i Choice _.._ i Select r senior Adv /Dore Choice Mod Supp Select Mad Supp Caro Med Supp C Med Supp Employee Plan Cade ee I Party I Plan Coda Employee Plan Cotla yee 8 j Party I Empl yes 8. Party n Only Rate 1 Dependent Rate Z} Dependents Rata 659.03 478 1 1 799.15 4071 1 778.45 142 1 1 473.46 412 1 1 537.20 414 1 1 599.54 308 1 1 714.43 323 1 1 633.46 0821 1 802.24 3281 1 699.00 2071 1 614.46 420 1 1 549.76 4321 1 1,598,30 407 2 2 1,556,90 1422 2 946.92 4122 2 1,074.40 4142 2 1,199.08 3082 2 1,428.86 3232 2 1,266.92 0822, 2 1,604.48 32821 2 1,467.00 207 2 2 1,228.92 420 2 2 1,099.52 432 2 2 Employee Only Plan Code Party Rata .Employee& 1 Dependent Plan Code Party Rate. $300.4B 3181 4 $600.96 387 1 5 1,396,72 492 1 4 . 6 492 2 5 353.63 '315;;;k-;; 3 707.26 333 2 5 353.63. 3283 4 6 083 2 5 affT 6 338 1 1 4 464.00 2081 4 324.21 386 1 4 324.21 387 1 4 924.00 1208 2 1 5 648.42 386 2 5 648.42 387 2 5 1,713.48 4783 3 2,077.79 4073 3 2,023.97 1423 3 1,231.00 4123 3 1,396,72 4143 3 1,558,80 3083 3 1,857.52 3233 3 1,647.00 0823 3 2,085.82 3283 3 1,876.00 2073 3 1,597.60 4203 3 1,429.38 4323 3 r aploya onto 1Pie. Code Ra� 901.44 492 3 6 060.89 3333 6 060.89 0833 6 169,28 3383 6 477.00 2083 6 97 . 3 6 972.63 1 387 3 Employee in M & Dependent In Bate Employee tsI PadY p 1 Oepondanr in D Plantodo Rate xt 1lapandonix An a Plan Code Rate A Dependent to M Plan Cods a 1 +0ependants lRb. - ad AdVIPPO Naeltninontal Ilion EXHIBIT 4 'Dental benefit Is an additional $14.33 per member per month premium. You will be billed directly for this amount. 2Dental and Vision coverage is an addilonal $27.47 per member per m2W.46 wlll be billed directly for this amount. Kaiser Senior Adv /Dental' 502 4 7 1,259.74 602 5 8 960.68 502 61 9 PIERS CboicelMed Supp 1,068.06 34 1,496,7 8 1,135.92 348 6 9 PERS Select/ModSupp 987.09 354 4 7 354 5 8 1,087.34 354 6 9 PERSCarolMod Supp 1,192.00 r 7 1,673.34 3 1,260.86 3596 9 PORACIMod Supp _. 0 158 4 7 1,641.00 1585 8 0 1586 9 UnitedHealthcare Group Mod AdvIP On7 873.97 3734 7 1,203,83 3735 8 978.28 3 United care' 873.97 3744 7 1,203.83 3746 8 978.28 3746 9 ad AdVIPPO Naeltninontal Ilion EXHIBIT 4 'Dental benefit Is an additional $14.33 per member per month premium. You will be billed directly for this amount. 2Dental and Vision coverage is an addilonal $27.47 per member per m2W.46 wlll be billed directly for this amount. 25D -16 A -2014- 176 -01 REACH EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT This Employee Assistance Program Services Agreement is made and entered into as of January 1, 2015, between REACH Employee Assistance, Inc. (hereinafter referred to as "REACH "), a California corporation, and the City of Santa Ana, a charter city and Municipal Corporation organized and existing tinder the Constitution and laws of the State of California (hereafter referred to as "City ",) Whereas REACH is engaged in the Enployee Assistance Program Services business and desires to service City, and Whereas City desires to obtain the Employee Assistance Program Services of REACH. It is therefore agreed as follows: This is a contract for service outlining the duties and responsibilities of REACH Employee Assistance, Inc., to the City of Santa Ana. I, Below are listed the Scope of Services provided by the REACH: f i 1. Assessment /CounselingLReferral for Employees and Dependents A total assessment will be administered for a well-rounded analysis of the client's problem. Employees and immediate family members are entitled to up to three (3) sessions per }r p l incident every six (6) months. REACH provides professional assessment /counseling to the U) point of referring the client to an outside counseling professional or agency. In addition, c, J` S N REACH provides follow -up consultation, The number of sessions offered, within this limit, will be at the sole discretion of the REACH counseling staff. w The City will be assigned a REACH liaison person. REACH provides quality, experienced 4- counselors knowledgeable in assessment skills to provide personal counseling to employees and immediate family members. REACH also provides qualified and experienced staff to assist management on all aspects of Employee Assistance Program. Dr Marcus Dayhoff is achninistratively, operationally and clinically responsible for REACH. A. Confidentiality and Release of Information As a general ride REACH shall not disclose to the City the ,identity of City employees or immediate family members of City employees who elect to participate in the REACH Program offered under this Agreement. Exceptions - Notwithstanding the above, PLACH shall release to the City in writing the following information on employees who have been referred into the REACH Program as a condition of employment with the City: A) Whether employee has agreed to participate in the Assistance Progran). EXHIBIT 5 25D -17 B) List of all appointments of employee kept and missed, together with reason, if any, for missing the appointment. C) Submission of the employee's anticipated treatment plan as a participant in the Program. This plan shall consist of the following: 1) The anticipated number of visits, appointments, or sessions requested of the employee, 2) The type of therapeutic procedures in general terms that the employee is to receive during the employee's participation with the REACH Program or the treatment provider(s). 3) Description of the treatment service provider the employee is referred to by REACH. 4) Any other information not contained in the employee's treatment service provider medical record deemed appropriate by the City to evaluate the employee's participation in the Assistance Program. D) Any conclusion or opinion of REACH or employee's treatment service provider that the employee is limited or restricted in his/her ability to perform the employee's job duties, such limitation may be, but not necessary, limited to physical, psychological, or medical reasons. E) Any conclusion or opinion of REACH or employee's treatment service provider that employee's participation may necessitate employee's absence from the City. F) That employee has failed, refhsed, or otherwise has discontinued to proceed with the REACH Program or any treatment service provider. G) Report consisting of the following: 1) Diagnosis 2) Summary of treatment or therapeutic procedures 3) Disabilities, limitations, or restrictions of employee 4) Recommendation on further treatment. The above information shall be considered confidential information not subject to disclosure by REACH unless the City employee has on file with REACH and any treatment service provider in the REACI-3 Program an irrevocable authorization(s), RELEASE OF INFORMATION to the City. On receipt of the City's request for the above information, REACH shall notify in writing, the City employee of the City's request. NOTE: The City agrees that in cases where an employee agrees to be referred by management to REACH, the Supervisor will seek written permission from the employee to inform REACH of the circumstances leading up to the referral. The City agrees to in no way insist or demand confidential information iron the REACH program on specific individuals who do not want their information released to tine City. 25D -18 Service Providers: Exceptions will also be made in cases when the employee and /or immediate family members sign a written release authorizing the release of information by REACH to one or more agreed upon service providers. 2. Definitions a. "Client" shall mean an employee or his/her immediate farnily member participating in the REACH EAP program. b. "Treatment Service Providers" or "Service Providers" shall mean an outside counseling professional or agency, referred by REACH, whose services will be paid by the client. Counseline Ilours REACH provides counseling hours from 8:00 a.m, to 8:00 p.m. Monday through Thursday, rriday 8:00 to 5:00 p.nn, and will respond appropriately and effectively to employee needs. Every attempt will be made to see management referrals and employees in crisis as early as possible to the time of calland no later than 24 hours (during business bonus) of the trill being made. All other clients will be seen within 48 hours of the call being made. The City agrecs to provide REACH with names and telephone numbers of liaison individual(s) at the City who can be contacted in cases of emergencies and keep REACH appraised of changes in contacts and telephone numbers. 4, 24 &our Availability, 7 days a week REACTI provides confidential intake and psycho- social assessment and counseling to the point of referral to employees and their immediate family members with a 24 hour telephone service. REACH assures that no calls go unanswered and that all crisis cullers receive courteous and prompt service. During non - business hours, all calls answered by the REACH answering service will be connected to the on -call counselor. The REACHline number is 1- 800 - 273 -5273. 5, location Employees and family members will have a choice of counseling tither at one of our several conveniently located offices or at one of our service provider's office, 6. Referral Network When necessary, REACH will refer employees and dependents to appropriate, cost effective, geographically convenient and high quality services provided by individuals and agencies which have been screened by our staff. Mo nit orlug/Pollow -11) REACII will monitor and follow -up as long as appropriate all people referred by the REACH progriun to outside individuals and community resources to assure the problem is resolved and 25D -19 that the person is satisfied with the quality of referrals. In cases of' management ref•earals, REACH will also follow -up regularly with 'the City on status ofjob performance. S. Service Utilization Reports REACH will provide quarterly confidential reports on service utilization, aggregate client profiles, assessed problems and outcome at case closure. Customer satisfaction reports will be available upon request by the City. 9. Benefits The City agrees to provide REACH with copies of all the City employee benefit plans and appraise REACH of all changes as they occur. 10. Avoiding Conflict of Interest REACH agrees to avoid conflict of interest by providing up to three (3) referrals to clients based on competency, geography and the most cost effective modality to deal with the client's problem(s). No referrals will be made to the private practices of REACH counseling staff members or to any private practitioner and /or agency with whom a REACH counselor has an economic relationship. Only the City can make exceptions to this rile. 11. Alcoholism and Chemical Denendenry Intervention Services REACH provides job related alcoholism and chemical dependency intervention services as required. 12. Policy and Procedure The City agrees to consider implementing a policy and procedure statement on employee assistance when appropriate. REACH will provide technical assistance to the City staff in writirgg a policy and procedure statement on employee assistance. 13. Trairrin? REACH will provide Management and Supervisory training sessions annually. It is recommended that no more than 25 managers /supervisors attend each session. The purpose of these training sessions is to make managers and supervisors aware of City employee assistance program policy and procedures, of how to identify poor job performance as it relates to personal problems and to familiarize them with the processes of referrals and follow -up. The effectiveness of each training session will be evaluated. iel. Manaaci tent Guidelines REACH supplies on request Management and Supervisor Employee Assistance ;Program guidelines for iachrsion in City personnel management guidelines. 25D -20 15. Manager/Supervisor Consultation and Assistjrncc REACH will assist managers and supervisors calling REAC linc for consultation on how to deal with specific employee incidents or problems, which may require EAP intervention. The City agrees to encourage managers and supervisors to take advantage of this consultation service. 16. Program Promotion 'the City agrees to support REACH in developing a yearly EAP program promotion plan. a. TAY orientation classes for employees in groups of up to 50 will be available to the City as a means of introducing City EAP policy and procedures and utilization of REACH set-vices. b. "Mauch & Learn" presentations will be conducted periodically upon request by the City, at City locations to maximize utilization of REACH services. C. REACH brochure & REACIIIhre cards will be supplied to the City for distribution to all employees. d. REACII Frontline will be electronically supplied to the City quarterly for distribution to all supervisors. e, REACIIIine.com will be available for ordine use to all employees and family members. Employees will be supplied a password as mentioned on RE, ACI-I employee brochure for online secure area access. f. REAC1I1ine Posters will be supplied from time to time to the City for posting on official staff bulletin boards. g. Originals of promotional materials for inclusion as short articles in internal staff newsletter or as check stutfers will be supplied upon request by the City. h. REACH staff will participate at the City's employee benefit fair upon request. i. REACH will assist with drafting of any LAP related materials to announce REACH services to employees. 17, Ouality REACH conducts on -going quality assurance audits on all aspects of the program f-oul inception to end of the contract year. REACH will supply the City with quarterly reports. IL 111E CITY CP SANTA ANA RPALI7- PS AND UN 12STANDS 5 25D -21 I. Top management support and comminnent is essential to the success of the REACH Employee Assistance Program at the City of Santa Ana. 2. REACH is a totally confidential program. The City will only be aware of employees referred officially by management and information about that employee will not be .released without written consent of the employee. 3. REACH will not, in all cases, be able to resolve the employee's or dependent's problems) in the set number of counseling sessions. In site]) cases the employee or 'family member will be referred to quality, cost effective resources available within the community. 4. Employees and dependents will not be charged for the services provided by REACTS, if referrals are necessary, those referrals may result in additional cost to the City's benefit plan and may result in added costs to the employee or family member. 5. The REACH program is made available to all full- and part -time employees and their dependents. The REACH benefit starts on the first day of employment. 6. it is anticipated that the yearly employee utilization rate will be a minimum of 6-8 %. The REACH promotional program will aim at achieving at least this utilization rate. TIT. TERMS AND CONDITIONS 1. The Agreement period will extend from January 1, 2015 to December 31, 2017. 2, The total cost to the City for the services to be provided to the City and its employees by REACH under this Agreement shall be $1.85 per full time employee/month, and $1.25 per part time employee /month. While the number of persons employed by the City may fluctuate from time to time during the term of this Agreement, the City agrees the amount of compensation payable to REACI:I during the term of the Agreement shall be based on the number of persons employed by the City at the beginning of the month invoiced for. The beginning employee count will be 970 IilT and 490 PIT, 3. The City will be invoiced on the first of each month for that month's installment. Checks will be made payable to REACH Employee Assistance, Ine. and mailed to 650 N. Rose Drive, 050, Placentia, CA 92870 - Attn.: Accounts Receivable. 4I, The City will make payment within 30 clays from the date of the receipt of the invoice from REACH Employee Assistance, Inc. 5. The City or REACH has due right to cancel this contract at any time without cause by giving 60 days written notice to that c.ffect, 6, REACH Employee Assistance, Inc. agrees to indemnify, defend, and hold harmless the City, its officers, employces, agents and representatives, from any and all claims, demands, purported 25D -22 liability, or consequential damages of any kind or nature arising out of or in connection with REAC H's acts or omissions in carrying out the terms of this Agreement or exercishng the rights herein granted; excepting those claims, demands, purported liability, or consequential damages which arise out of the sole negligence of City. REACH agrees to maintain during the course of this Agreement the following insurance coverage: a) Comprehensive general liability insurance coverage, including personal injury and contractual liability coverage, in an amount equal to One Million Dollars ($ 1,000,000.00) per occurrence, combined single limit; b) Worker's Compensation insurance as required by State of California statutes; C) Professional liability insurance with a Onc Million Dollar ($1,000,000.00) limit, per occurrence. REACH agrees to keep such policy in force and effect for at least five (5) years from the date of completion of this Agreement. Also, the City of Santa Ana, its officers, agents and employees will be named as additional insured on the above referred comprehensive general liability coverage and REACH will provide an endorsement to that effect. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insured's provisions. Such insurance will be evidenced by certificate and issued by companies licensed to do business in California and acceptable to the City. Before REACH performs any work, it will furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned general liability, and professional liability insurance coverages on forms acceptable to the City which shall provide that the insurance in force not be canceled or modified without 30 days prior written notice to the City, 8. NO ASSIGNMENT. REACH shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the City and approval by the City's City Attomey, which may be withheld in the City's solo discretion. Any unauthorized assigned or transfer shall be null and void and shall constitute a material breach by REACH of its obligations under this Agreement. No assigntxcnt shall release the original parties or otherwise constitute a notation. 9. COMPLIANCE WITH LAWS. REACH shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated heroin and applicable to the performance hereof. 10. ATTORNEY FEES. If any action at law or in equity is brought to enforce or interpret tine terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's tees, costs and necessary disbursements in addition to the relief to which such party may be entitled, 11, INTERPRETATION, 2501-23 (a)- Aplj- cvgvv. This Agreement, and the rights and duties of the parties hereunder (both procedural and substantive), shall be governed by and construed according to the laws of the State of California, with venue in Orange County. (b) Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement and understanding; between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations , understandings, correspondence, documentation and agreements (written or oral). To the extent there is any conflict or inconsistency between the terms and provisions of this Agreement and the exhibits attached hereto, the terms and provisions of this Agreement shall govern the rights and obligations the parties hereto. (c) Writtcn Amendment, This Agreement may only be changed by written amendment signed by REAC14 and the City Manager of the City or other authorized representative of the City, subject to any requisite authorization by the City CounciL Any oral representations or modifications concerning this Agreement shall be of no force or effect. (d) y'jev_erabilit . If any provisions of this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been pail of this Agreement. (e) Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an exhibit or otherwise incorporated by reference, the terns of this Agreement shall strictly prevail. (f) Choice of Forum, The parties hereby agree that this Agreement is to be executed in accordance with the applicable taws of the State of California, is entered into and is to be performed in the City of Santa Ana and that all claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within the City of Santa Ana at a place to be determined by the rules of the forum. 12. TIME OF ESSENCE. Time is strictly of the essence of this Agreement and each and every covenant, term and provision hereof. 13. AU'HOR.ITY OF REACH. REACH hereby represents and warrants to the City that REACH has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized. 14. INSURANCE. REACH shall, at its own expense, proctuNe and maintain policies of insurance of the types and in the amounts set forth in the Agreement to which this Addendum is attached for the duration of the Agreement, including any extensions hereto. The policies shall state that they afford primary coverage. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, RPA.CH shall immediately notify City and cease all 25D -24 pc,rformance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for pre Auns, attorney's fees and costs against REACH by way of set-off or recoupment from the suns due REACH, at City's option; (b) immediately terminate this Agreement; or (c) self insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from REACH, by way of set -off or recoupment from any sums due REACH, 15, NOTICES. Any notice or demand to be given by one party to the other shall be given in writing and by personal delivery or prepaid first - class, registered or certified mail, addressed as follows. Notice simply to the City of Santa Ana or any other City department is not adequate notice, To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 hax 714 - 647 -6956 Copies to: Executive Director of the Personnel Services Agency City of Santa Ana 20 Civic Center Plaza (M -24) 11.0. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6930 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 If to REAL ;I: REACH Employee Assistance, Inc. 101 East Lincoln Avenue, Suite 230 Anaheim, CA 92805 Attn.: Dr, Marcus Dayhoff Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt or upon expiration of three (3) business clays from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other part) 16, T.FRNIINATION FOR CONVENIENCE (Without Cause). The City or REACH may terminate this Agreement in whole or in part at any time, for airy cause or without cause, upon sixty (60) calendar clays' written notice to the other. If the Agreement is thus terminated by the City for 9 25D -25 reasons other than REACH's failure to perform its obligations, the City shall pay Ri;ACH a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be REACH's exclusive remedy for termination without cause. 17. DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the effective date of termination stated in such notice, which date shall be no sooner than ter) (10) days after the slate of the notice. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment of services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. 18, EQUAL EMPLOYMENT OPPORTUNITY, During the performance of this Agreement, REACH agrees as follows: a. REACH shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin or mental or physical disability. REACH will ensure that applicants are employed and that employees are treated during employment, without regard to race, color, religion, sex, national origin or mental or physical disability. Such actions shall include, but not limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection training, including apprenticeship. REACH agrees to post in conspicuous places, available to all employees and applicants for employment, a notice setting forth provisions of this non- discrimination clause. b. REACH shall, in all solicitations and advertisements for employees placed by, or on behalf of MAChI, state that ail qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, or mental or physical disability. c. REACH shall cause the tbregoing paragraphs (a) and (b) to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials. to 25D -26 19. CONFLICT. REACH hereby represents, warrant's and certifies that no member, officer or employee of REACH is a director, officer or employee of the City, or a member of any of its boards, commissions or comnlrittees, except to the extent permitted by law. (Signahires on Following Page) 11 25D -27 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the elate and year fist above written. ATTEST: rr \Aaria I).1-lui�ar / Clerk of the Council APPROVER AS TO FORM: SONIA R. CARVALIIO City Attorney Byj—� Lisa. Storek Assistant City Attorney RE, COMMENDED FOR APPROVAL: r L,dWal'd Rays., I D irector Personnel Services Agency CITY OF SANTA ANA David Cavazos City Manager REACH Employee Assistance, Inc. Byj Marcos I' ay110f1 CEO &, Clinical Director 1? 25D -28 ADMINISTRATIVE SERVICES AGREEMENT Type: VantageCaxeRES Account Number: 803237 25D -29 A -2ni l -258 Plan number 503237 ADMINISTRATIVE SERVICES AGREEMENT This Agreement, made as of the 28 day of November 2011 (herein referred to as the "Inception Date "), between The International City Management Association Retirement Corporation ( "ICMA, -RC" ), a nonprofit corporation organized and existing under the laws of the State of Delaware; and the City of Santa Ana ( "Employer ") a Local governmental instrumentality organized and existing under the laws of the State of California with an office at 20 Civic Center Plaza, Santa Ana 92701. RECITALS Employer acts as a public plan sponsor for a retiree health plan with responsibility to obtain investment alternatives and services for employees participating in that plan; Employer desires to make the VantageCare Retirement Health Savings Plan ( "RHS Plan" or "Plan ") provided by ICMA -RC available to its employees; ICMA -RC makes available the Vantagepoint Funds, a no -load, diversified mutual fund, for investment of public employer plan assets, including RHS Plan assets; ICMA -RC provides a complete offering of services to public employers for the operation of employee retirement and retiree health savings plans including, but not limited to, communications concerning investment alternatives, account maintenance, account record - keeping, investment and tax reporting, form processing, benefit disbursement and asset management. AGREEMENTS I. Acceutance of RHS Plan Employer agrees to make the REIS Plan provided by ICMA-RC available to its employees. The details of the RPIS Plan shall be as mutually agreed between the Employer and ICMA -RC, and in general shall be as set forth in the Ri-1S Plan materials developed by ICMA -RC and provided to Employer. The RHS Plan materials are hereby incorporated by reference and made a part of this Agreement, except that Employer and ICMA -RC may from time to time mutually agree in writing to terms that vary fi-om the RHS Plan materials. RRS plan materials shall include the VantageCare RHSEinploy =er Manual, available electronically through the EZ Link System upon plan adoption. The functions to be performed by ICMA -RC and its agents include: (a) allocation in accordance with participant direction of individual accounts to investment hinds ( "Funds ") made available to Plan participants; (b) maintenance of individual accounts for participants reflecting amounts contributed, 25D -30 Ulan nuinber 803237 income, gain, or loss credited, and amounts disbursed as benefits; (c) provision of periodic reports to the Employer and participants of the status of Plan investments and individual accounts; (d) communication to participants of information regarding their rights acrd elections under the Plan; (e) disbursement of benefits as agent for the Employer in accordance with terns of the Plan; and (f) performance of tax withholding and reporting in conjunction with the Employer for each RI-IS account. 2. Employer Duty o Furnish Information Employer agrees to furnish to ICMA -RC on a timely basis such information as is necessary for ICMA -RC to carry out its responsibilities with respect to the Plan, including information needed to allocate individual participant accounts to Funds, and information as to the benefit eligibility and employment status of participants, and participant ages, addresses, beneficiaries and other identifying information (including tax identification numbers). ICMA -RC shall be entitled to rely upon the accuracy of any information that is furnished to it by a responsible official of the Employer or any information relating to an individual participant, dependent, or beneficiary that is furnished by such participant, dependent, or beneficiary, and ICMA -RC shall not be responsible for any error arising from its reliance on such information. ICMA -RC will provide account information in reports, statements or accountings. 3. Certain Representations and Warranties ICMA -RC represents and warrants to Employer that: (a) ICMA -RC is a non - profit corporation with frill power and authority to enter into this Agreement and to perform its obligations tinder this Agreement. (b) ICMA -RC is in investment adviser registered as such with the Securities and Exchange Commission under the Investment Advisees Act of 1940, as amended. ICMA -RC Services, LLC (a wholly owned subsidiary of ICMA -RC) is registered as a broker - dealer with the Securities and Exchange Commission (SEC) and is a member in good standing of the National Association of Securities Dealers, Inc. Employer represents and warrants to ICMA -RC that: (c) Employer is organized in the form and manner recited in the opening paragraph of this Agreement with full power and authority to enter into and perform its obligations under this Agreement and to act for the Plan and participants in the 25D -31 Plan number 803237 manner contemplated in this Agreement, Execution, delivery, and performance of this Agreement will not conflict with any law, rule, regulation or contract by which the Employer is bound or to which it is a party. (d) Information required to be retained by the Employer shall be set forth in the RHS plan materials developed by ICMA -RC and provided to the Employer. (e) Employer is responsible for determining that there are no state or local laws that would prohibit it from establishing ICMA -RC's VantageCare RHS program, Employer is also responsible for determining that the investments selected for the RIIS plan fall within state/local requirements. (1) Employer acknowledges that the RHS plan may be treated as a "health plan" for Health Insurance Portability and Accountability Act ( "HIPAA ") purposes and therefore may be subject to HIPAA privacy rules. If it is determined that the RHS plan is considered a "health plan ", an employer sponsoring RHS would be responsible for complying with the HIPAA privacy and security rules regarding protected health information of RI-SS plan participants. ICMA -RC has procedures in place to safeguard the protected health information of RHS plan participants. 4. Paricipation in Certain Proceedings The Employer hereby authorizes ICMA -RC to act as agent, to appear on its behalf, and to join the Employer as a necessary party in all legal proceedings involving the garnislnncnt of benefits or the transfer of benefits pursuant to a medical child support order, Unless Employer notifies ICMA -RC otherwise, Employer authorizes ICMA -RC to determine whother disbursement of benefits to a spouse or child pursuant to a medical child support order is appropriate. 5. Compensation and Pa menC (a) Absent an explicit agreement to the contrary between 1CMA -RC and Employer, participant fees and expenses shall be payable from RHS assets, in accordance with the requirements of the RI-IS Plan as set forth below. Air annual asset fee of 0.40% (40 basis points) will be charged on a quarterly basis, based on the balance in the account on the last day of the previous quarter. In addition to the annual asset Pee, a $25 annual account fee will be charged quarterly to each Accountholder's account, Account administration foes are subject to change with appropriate prier notification, 25D -32 Plan number 803237 (b) Compensation for Advisory and other Services to the Vantagepoint Funds, Employer acknowledges that certain wholly -owned subsidiaries of ICMA -RC receive compensation from the Vantagepoint Funds for advisory and other services 'furnished to the Vantagepoint Funds, The fees referred to in this subsection are disclosed in the Vantagepoint Funds Prospectus and Statement of Additional Information, Employer acknowledges and agrees that ICMA -RC does not assume any responsibility with respect to the selection or retention of the Plan's investment options. Employer shall have exclusive responsibility for the Plan's investment options, including the selection of the applicable mutual fund share class. Qustodv Employer understands that amounts contributed to the RHS plan are to be remitted directly to Vantagepoint Transfer Agents in accordance with instructions provided to Employer in the RHS plan materials and are not to be remitted to ICMA -RC. In the event that any check or wire transfer is incorrectly labeled or transferred, ICMA -RC will return it to Employer with proper instructions. 7, Responsibility (a) ICMA -RC sbali not be responsible for any acts or omissions of any person other than ICMA -RC in connection with the administration or operation of the Plan, (b) The Employer understands that, as a general matter, the Internal Revenue Service ( "IRS ") may decline to nile on certain design features or provisions that the Employer may request to have added to the RHS plan materials. The Employer agrees to hold ICMA -RC harmless in connection with the addition and administration of any RHS plan feature or provision requested by the Employer for which the IRS will not provide express interpretive guidance.. S. Indernni catr2n ICMA -RC shall not be responsible for any acts or omissions of any person with respect to the Plan or related Trust, other than ICMMA-RC in connection with the administration or operation of the Plan. Employer shall indemnify ICMA -RC against, and hold ICMA - RC harmless frown, any and all loss, darnage, penalty, liability, cost, and expense, including without limitation, reasonable attorney's fees, that may be incurred by, imposed upon, or asserted against ICMA -RC by reason of any claim, regulatory proceeding, or litigation arising front any act done or omitted to be done by any individual or person with respect to the Plan or related Trust, excepting only any and all loss, damage, penalty, liability, cost or expense resulting from ICMA -RC's negligence, bad faith, or willful misconduct. 25D -33 Plan number 505237 9. 'Term This Agreement shall be in effect For an initial term beginning on the Inception Date and cutting; 5 years after the Inception .Date. This Agreement will be renewed automatically for each succeeding year unless written notice of termination is provided by either party to the otherno less than 60 days before the end of such Agreement year. 10. Amendments and Ad'ul stments (a) This Agreement may not be amended except by written instrument signed by the parties. (b) The parties agree that an adjustment to compensation or administrative and operational services under this Agreement may only be implemented by ICMA- RC through a proposal to the Employer via correspondence or the Employer Bulletin. The Employer will be given at least 60 days to review the proposal before the effective date of the adjustment. Such adjustment shall become effective unless, within the 60 day period before the effective date, the Employer notifies ICMA -RC in writing that it does not accept such adjustment, in which event the parties will negotiate with respect to the adjustment. (c) No failure to exercise and no delay in exercising any right, remedy, power or privilege hereunder shall operate as a waiver of such right, remedy, power or privilege, 11. Notices All notices required to be delivered under Section 10 of this Agreement shall be delivered personally or by registered or certified mail, postage prepaid, return receipt requested, to (i) Legal Department, ICMA Retirement Corporation, 777 North Capitol Street, N.E,, Suite 600, Washington, D,C, 20002 -4240; (ii) Employer at the office set forth in the first paragraph hereof, or to any other address designated by the party to receive the same by written notice similarly given. 12. Complete Agreement This Agreement shall constitute the sole agreement between ICMA -RC and Employer relating to the object of this Agreement and correctly sets fortb the complete rights, duties and obligations of each patty to the other as of its date, Any prior agreements, promises, negotiations or representations, verbal or otherwise, not expressly set forth in this Agreement are of no force and effect. 13. Governing Law This agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made in that jurisdiction without reference to 25D -34 Plannumber 303237 its conflicts of laws provisions. In Witness Whereof, the parties hereto have executed this Agreement as of the Inception Date first above written. CITY OF SANTA ANA B _ ? Date !��w Signature Paul Walters, City Manager Name and Title (Please Print) 1NTEPNI ATIONAL CITY /COUNTY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION t2 By - -- Angela C. Montez Assistant Corporate Secretary APB�., (OV-BD A8 TO e()iJA '- -•*7"- LIJA E. SiORCK Assistant City Attorney ATTEST. MARIA D- HUIZAR CLERK OF THE COUNCIL 25D -35 i CITY COUNCIL, MEETING DATE: NOVEMBER 28, 2011 TITLE: AGREEMENT WITH ICMA -RC TO ESTABLISH A RETIREE HEALTH SAVINGS PLAN ACCESSIBLE TO ALL BARGAINING GROUPS ON A VOLUNTARY BASIS CITY MANAGER APPROVED ❑ As Recommended As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Flearing Far`_ CONTINUED TO FILE NUMBER 1, Adopt a resolution authorizing the implementation of the "Vantage Care" Retirement Health Savings Plan ( "RHS ") and designating ICMA -RC as the administrator of the RHS plan. Bargaining units that elect to voluntarily participate in the RHS plan will transfer funds from their current Medical Retirement Subsidy Plan to establish the trust required under the plan; 2. Authorize the City Manager and the Clerk of the Council to execute the attached agreement with ICMA -RC to establish and administer the plan for a period of five years with provision for year -to -year extensions, contingent upon Council *approval, and to execute any other documents required to establish the trust and implement the plan for each bargaining unit choosing to voluntarily participate; 3. Appoint the Executive Director of Finance & Management Services Agency, or his designee, as the City's Plan Trustee authorized to maintain compliance with any regulations regarding the trust. 4. Appoint the Executive Director of Personnel Services, or his designee, as the City's Plan Administrator for the Plan, authorized to implement the plan, amend the plan, and to take additional actions as necessary to maintain the City's participation in the plan, maintain compliance with any regulations regarding the plan, and to administer the plan for current and retired bargaining unit members, on behalf of the City. DISCUSSION Each bargaining unit (SEIU, FBA, FMA, POA, PMA, SAMA, EM, and CASA) has established a Medical Retirement Subsidy Plan for its members for the purpose of partially subsidizing the cost of retiree health insurance premiums. The plans (except for POA) are administered by the City, at no cost to the bargaining unit or members. It has recently come to the City's attention that the annual retiree health subsidy amounts deposited by the City are construed as a future unfunded liability for the City. Llrl!T�: "s' i ADMINISTRATIVE SERVICES AGREEMENT Type: VantageCare RHS Account Number: 803237 EXHIBIT 6 25D -37 A. -211 -258 25D -38 Plan cumber 803237 ADMINISTRATIVE SERVICES AGREEMENT" This Agreement, made as of the 28 day of November 2011 (herein referred to as the "Inception Date "), between Tltc lnternational City Management Association Retirement Corporation ( "ICMA -RC "), a nonprofit corporation organized and existing under the laws of the State of Delaware; and the City of Santa Ana ('Employer ") a local governmental instrumentality organized and existing under the laws of the State of California with an office at 20 Civic Center Plaza, Santa Ana 92701. RECITALS Employer acts as a public plan sponsor for a retiree health plan with responsibility to obtain investment alternatives and services for employees participating in that plan; Employer desires to make the VantageCare Retirement Health Savings Plan ( "RHS Plan" or "Plan ") provided by ICMA -RC available to its employees; ICMA -RC makes available the Vantagepofi t Funds, a no -load, diversified mutual fund, for investment of public employer plan assets, including R14S Plan assets; ICMA -RC provides a complete offering of services to public employers for the operation of employee retirement and retiree health savings plans including, but not limited to, communications concerning investment alternatives, account maintenance, account record - keeping, investment and tax reporting, form processing, benefit disbursement and asset management. AGREEMENTS 1. Acceptance of RHS Plan Employer agrees to make the RHS Plan provided by ICMA -RC available to its employees. The details of the RI-IS Plan shall be as mutually agreed between the Employer and ICMA -RC, and in general shall be as set forth in the RHS Plan materials developed by ICMA -RC and provided to Employer. The RHS Plan materials are hereby incorporated by reference and made a part of this Agreement, except that Employer and ICMA -RC may from time to time mutually agree in writing to terms that vary from the RHS Plan materials. RHS plan materials shall include the VaretageCare RHSErnployer Manual, available electronically through the EZ Link System upon plan adoption. The functions to be performed by ICMA -RC and its agents include: (a) allocation in accordance with participant direction of individual accounts to investment funds ('Funds ") made available to Plan participants; (b) maintenance of individual accounts for participants reflecting amounts contributed, 25D -39 25D -40 flan number 803237 income, gain, or loss credited, and amounts disbursed as benefits; (c) provision of periodic reports to the Employer and participants of the status ol''Plan investments and individual accounts; (d) communication to participants of information regarding their rights and elections under the Plan; (e) disbursement of benefits as agent for the Employer in accordance with terms of the Plan; and (f) performance of tax withholding and reporting in conjunction with the Employer for each RHS account. 2. Employer Duty to Furnish Information Employer agrees to furnish to ICMA -RC on a timely basis such information as is necessary for ICMA -RC to carry out its responsibilities with respect to the Plan, including information needed to allocate individual participant accounts to Funds, and information as to the benefit eligibility and employment status of participants, and participant ages, addresses, beneficiaries and other identifying information (including tax identification numbers). ICMA -RC shall be entitled to rely upon the accuracy of any information that is furnished to it by a responsible official of the Employer or any information relating to an individual participant, dependent, or beneficiary that is furbished by such participant, dependent, or beneficiary, and ICMA -RC shall not be responsible for any error arising from its reliance on such information. ICMA -RC will provide account information in reports, statements or accountings. 3. Certain Representations and Warranties ICMA -RC represents and warrants to Employer that: (a) ICMA -RC is a non- profit corporation with full power and authority to enter into this Agreement and to perform its obligations under this Agreement. (b) ICMA -RC is an investment adviser registered as such with the Securities and )exchange Commission under the Investment Advisers Act of 1940, as amended. ICIVIA -RC Services, LLC (a wholly owned subsidiary of ICMA -RC) is registered as a broker - dealer with the Securities and Exchange Commission (SEC) and is a member in good standing of the National Association of Securities Dealers, Inc. Employer represents and warrants to ICMA -RC that: (e) Employer is or'ganiz'ed in the firm and manner recited in the opening paragraph of this Agreement with full power and authority to enter into and perform its obligations under this Agreement and to act for the Plan and participants in the 25D -41 25D -42 Plan number 803237 mariner contemplated in this Agreement. Execution, delivery, and performance of this Agreement will not conflict with any law, rule, regulation or contract by which the Employer is bound or to which it is a party. (d) Information required to be retained by the Employer shall be set forth in the RHS plan materials developed by ICMA -RC and provided to the Employer. (e) Employer is responsible for determining that there are no state or local laws that would prohibit it from establishing ICMA -RC's VantageCare RHS program. Employer is also responsible for determining that the investments selected for the RIIS plan fall within state /local requirements. (f) Employer acknowledges that the RHS plan may be treated as a "health plan" for Health Insurance Portability and Accountability Act ( "HIPAA ") purposes and therefore may be subject to HIPAA privacy rules. If it is detemnined that the RIIS plan is considered a `health plan ", an employer sponsoring RHS would be responsible for complying with the HIPAA privacy and security rules regarding protected health information of RHS plan participants. ICMA -RC has procedures in place to safeguard the protected health information of RIIS plan participants. 4. Participation in Certain Proceedings The Employer hereby authorizes ICMA -RC to act as agent, to appear on its behalf, and to join the Employer as a necessary party in all legal proceedings involving the garnishment of benefits or the transfer of benefits pursuant to a medical child support order. Unless Employer notifies ICMA -RC otherwise, Employer authorizes ICMA -RC to determine whether disbursement of benefits to a spouse or child pursuant to a medical child support order is appropriate. 5. Compensation and Paviliont (a) Absent an explicit agreement to the contrary between ICMA -RC and Employer, participant fees and expenses shall be payable from RHS assets, in accordance with the requirements of the RIIS Plan as set forth below. An annual asset fee of 0.40% (40 basis points) will be charged on a quarterly basis, based on the balance in the account on the last clay of the previous quarter. In addition to the annual asset fee, a $25 annual account fee will be charged quarterly to each Accountholder's account. Account administration fees are subject to change with appropriate prior notification. 25D -43 25D -44 Plan number 803237 (b) Compensation for Advisory and other Services to the Vantagepoint Funds, Employer acknowledges that certain wholly -owned subsidiaries of ICMA -RC receive compensation from the Vantagepoint Funds for advisory and other services furnished to the Vantagepoint Funds. The fees referred to in this subsection are disclosed in the Vantagepoint Funds Prospectus and Statement of Additional Information. Employer acknowledges and agrees that ICMA -RC does not assume any responsibility with respect to the selection or retention of the Plan's investment options. Employer shall have exclusive responsibility for the Plan's investment options, including the selection of the applicable mutual find share class. 6. Custody Employer understands that amounts contributed to the RHS plan are to be remitted directly to Vantagepoint Transfer Agents in accordance with instructions provided to Employer in the RHS plan materials and are not to be remitted to ICMA -RC. In the event that any check or wire transfer is incorrectly labeled or transferred, ICMA -RC will return it to Employer with proper instructions. 7. Responsibility (a) ICMA -RC shall not be responsible for any acts or omissions of any person other than ICMA -RC in connection with the administration or operation of the Plan. (b) The Employer understands that, as a general matter, the Internal Revenue Service ( "IRS ") may decline to rule on certain design features or provisions that the Employer may request to have added to the RHS plan materials. The Employer agrees to hold ICMA -RC harmless in connection with the addition and administration of any RHS plan feature or provision requested by the Employer for which the IRS will not provide express interpretive guidance. S. Indemnification ICMA -RC shall not be responsible for any acts or omissions of any person with respect to the Plan or related Trust, other than ICMA -RC in connection with the administration or operation of the Plan. Employer shall indemnify ICMA -RC against, and hold ICMA - RC harmless from, any and all loss, damage, penalty, liability, cost, and expense, including without limitation, reasonable attorney's fees, that may be incurred by, imposed upon, or asserted against ICMA -RC by reason of any claim, regulatory proceeding, or litigation arising from any act done or omitted to be done by any individual or person with respect to the Plat or related Trust, excepting only any and all loss, damage, penalty, liability, cost or expense resulting from ICMA -RC's negligence, bad faith, or willful misconduct, 25D -45 25D -46 Plan number 803237 9. "Perm This Agreement shall be in effect for an initial term beginning on the Inception Date and ending 5 years after the Inception Date. This Agreement will be renewed automatically for each succeeding year unless written notice of termination is provided by either party to the other no less than 60 clays before the end of such Agreement year. 10. Amendments and Adiustments (a) This Agreement may not be amended except by written instrument signed by the parties. (b) The parties agree that an adjustment to compensation or achninistrative and operational services under this Agreement may only be implemented by ICMA- RC through a proposal to the Employer via correspondence or the Employer Bulletin. The Employer will be given at least 60 days to review the proposal before the effective date of the adjustment. Such adjustment shall become effective unless, within the 60 clay period before the effective date, the Employer notifies ICMA -RC in writing that it does not accept such adjustment, in which event the parties will negotiate with respect to the adjustment. (c) No failure to exercise and no delay in exercising any right, remedy, power or privilege hereunder shall operate as a waiver of such right, remedy, power or privilege. 11. Notices All notices required to be delivered under Section 10 of this Agreement shall be delivered personally or by registered or certified mail, postage prepaid, return receipt requested, to (i) Legal Department, 1CMA Retirement Corporation, 777 North Capitol Street, N.E., Suite 600, Washington, D.C, 20002 -4240; (ii) Employer at the office set forth in the first paragraph hereof, or to any other address designated by the party to receive the same by written notice similarly given. 12. Com lep to Agreement This Agreement shall constitute the sole agreement between ICMA -RC and Employer relating to the object of this Agreement and correctly sets forth the complete rights, duties and obligations of each party to the other as of its date. Any prior agreements, promises, negotiations or representations , verbal or otherwise, not expressly set forth in this Agreement are of no force and effect. 13. Governing Law This agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made in that jurisdiction without reference to 25D -47 25D -48 Plan number 803237 its conflicts of laws provisions. In Witness Whereof, the parties hereto have executed this Agreement as of the Inception Date first above written. CITY OF SANTA ANA B(_ Date Zi�w_ Signature Paul halters, City Manager Name and Title (Please Print) INTERNATIONAL CITY /COUNTY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION By Angela C. Montez Assistant Corporate Secretary APPROVV'EDA M S TO FOR ( •r '° 'LISA E, STORCK Assistant City Attorney arTEST, MARIA D. HUIZAR u CLERK OF THE COUNCIL 2501-49 25D -50 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 28, 2011 TITLE: AGREEMENT WITH ICMA -RC TO ESTABLISH A RETIREE HEALTH SAVINGS PLAN ACCESSIBLE TO ALL BARGAINING GROUPS ON A VOLUNTARY BASIS 1 4 CITY MANAGER RECOMMENDED ACTION F-4 91921 ❑ As Recommended ❑ As Amended ❑ Ordinance on 18, Reading ❑ Ordinance on 2 "tl Reading ❑ Implementing Resolution ❑ Set Public Hearing For__ CONTINUED TO FILE NUMBER 1. Adopt a resolution authorizing the implementation of the "Vantage Care" Retirement Health Savings Plan ( "RHS ") and designating ICMA -RC as the administrator of the RHS plan. Bargaining units that elect to voluntarily participate in the RHS plan will transfer funds from their current Medical Retirement Subsidy Plan to establish the trust required under the plan; 2. Authorize the City Manager and the Clerk of the Council to execute the attached agreement with ICMA -RC to establish and administer the plan for a period of five years with provision for year -to -year extensions, contingent upon Council 'approval, and to execute any other documents required to establish the trust and implement the plan for each bargaining unit choosing to voluntarily participate; 3. Appoint the Executive Director of Finance & Management Services Agency, or his designee, as the City's Plan Trustee authorized to maintain compliance with any regulations regarding the trust. 4. Appoint the Executive Director of Personnel Services, or his designee, as the City's Plan Administrator for the Plan, authorized to implement the plan, amend the plan, and to take additional actions as necessary to maintain the City's participation in the plan, maintain compliance with any regulations regarding the plan, and to administer the plan for current and retired bargaining unit members, on behalf of the City. DISCUSSION Each bargaining unit (SEIU, FBA, FMA, POA, PMA, SAMA, EM, and CASA) has established a Medical Retirement Subsidy Plan for its members for the purpose of partially subsidizing the cost of retiree health Insurance premiums. The plans (except for POA) are administered by the City, at no cost to the bargaining unit or members. It has recently come to the City's attention that the annual retiree health subsidy amounts deposited by the City are construed as a future unfunded liability for the City. 55°11 25D -52 ICMA -RC Retiree Health Savings Plan November 28, 2011 Page 2 In the Memorandum of Understanding between the City and The Santa Ana Police Management Association ( "PMA ") for fiscal year 2004 - 2008, the City agreed to establish a voluntary program for employees to contribute unused sick leave, vacation, or other employee benefits on a pre -tax basis. Since that time, the City and PMA have explored various alternatives to address this issue and determined that converting the subsidy plan to a retiree health savings plan would benefit both the City by eliminating the unfunded liability associated with retiree medical plans pursuant to Governmental Accounting Standards Board (GASB) reporting requirements for "Other Post Employment Benefits" (OPEB) and benefit the PMA members. The PMA has requested the City proceed with implementation steps required to adopt the ICMA - RC "Vantage Care" retiree health savings plan. All other bargaining groups are aware of this plan and the City would make this plan accessible to all bargaining units on a voluntary basis. Under this plan, bargaining unit members are allowed to accumulate assets to pay for health insurance and out -of- pocket medical expenses at retirement. An bargaining unit member may contribute unused sick leave, vacation, and other benefits to an account, which is tax -free at deposit and tax free at withdrawal when used to pay for medical expenses. Additionally, the existing medical retirement subsidy funds for participating bargaining units will be deposited into the trust and distributed equitably to current and retired bargaining unit members. Each bargaining unit will determine how the existing funds will be split among their membership. Any future negotiated City contributions for participating bargaining units will be deposited into the trust. The plan will be administered by ICMA -RC at no cost to the City. Therefore, the City proposes the creation of a trust to be administered by ICMA -RC, a 39- year -old company that provides retirement savings plans, products and services to over 8,700 public sector agencies with more than 900,000 participants. ICMA -RC will assess to participant accounts an annual account fee of $25 ($6.25 1quarter) and an Asset fee of 40 basis points (0,40% of the account) quarterly. Reimbursement requests will be handled directly by a third -party administrator and no longer handled by the City of Santa Ana. FISCAL IMEACT There is no fiscal impact associated with this item 1�4: a Executive Director Personnel Services Agency 55 - 25D -54 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE; FIRST AMENDMENT FOR AGREEMENT WITH OCCU-MED, LTD. {STRATEGIC PLAN NO. 7, SE} CITY MANAGE A® W9® IARI9MIlill ®IIm11011pP11MM#�illl�l RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: .w700• ® As Recommended ® As Amended ® Ordinance on 1'I Reading ® Ordinance on 2nd Reading C7 Implementing Resolution C� Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a first amendment with Occu -Med, Ltd .'s existing three year agreement, July 1, 2015 - June 30, 2018, whom provides comprehensive medical services to City employees and pre - employment assessments for prospective employees, to increase the annual amount by $25,000 with a new not to exceed annual amount of $100,000 and a new not to exceed amount of $300,000 for the remainder of the term, subject to non - substantive changes approved by the City Manager and City Attorney. As a result of an increase in recruitments, the City has utilized Occu -Med, Ltd. (A- 2015 -087) more often than it initially anticipated, which has accrued additional costs than allotted in the current agreement. Due to the higher number of pre - employment assessments required, staff is recommending an increase of $25,000 bringing the new annual total amount to $100,000. The current agreement has a term of July 1, 2015 through June 30, 2018 with a not to exceed annual amount of $75,000 and not to exceed amount of $250,000 over the three year term. Upon approval the new not to exceed amount for the life of the term would be $300,000. Approval of this recommended action will continue to allow the City's Personnel Services Department to conduct the medical examinations required which, in addition to pre - employment assessments, include post- exposure medical examinations and screenings, fitness for duty examinations, and other related services as indicated in the Agreement. STRATEGIC PLAN Approval of this item supports the City's efforts to meet Goal #7 - Team Santa Ana, Objective #5 (Create a culture of innovation and efficiency within the organization), Strategy E (Identify best 25E -1 Agreement with Occu -Med, Ltd. August 16, 2016 Page 2 practices and opportunities for process improvement and automation across City departments in order to provide effective and efficient delivery of City services to the community). FISCAL IMPACT Funds for the additional annual contract amount of $25,000 are included in the following fiscal years' budget within the accounts noted below. FY2015 -16 FY2016 -17 FY2017 -18 Liability & Property Insurance (08009051- 62300) $15,000 $15,000 $15,000 Workers' Compensation (08209054- 62300) $5,000 $5,000 $5,000 Personnel Services (01109050- 62300) $5,000 $5,000 $5,000 Total $25,000 $25,000 $25,000 Edward S. Raya Executive Director Personnel Services APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 25E -2 FIRST AMENDMENT TO OCCU -ME A LTD AGREEMENT THIS FIRST AMENDMENT to the Occu -Med, Ltd Agreement is made and entered into on August 16, 2016 by and between OCCU -MED, LTD., a professional corporation (hereinafter "Consultant "), and the City of Santa Ana, a charter city and municipal corporation, ( "City "). RECITALS A. The parties entered into Agreement #A- 2015 -087, dated June 15, 2015, (hereinafter "said Agreement') by which the Consultant provided a comprehensive range of medical services and examinations, including but not limited to pre - employment assessments and drug screens. B. Thereafter, it was realized that there was an increase in the amount of recruitments and therefore an increase to the amount of pre - employment assessments required. Accordingly, the parties mutually agree to the addition of $25,000 per each fiscal year until the contract end date of June 30, 2018 for a new not to exceed amount for the life of term to $300,000. WHEREFORE, in consideration of the mutual and respective covenants and promises hereinafter contained and made, and subject to all of the terms and conditions of the Agreement as hereby amended, the Parties hereby agree as follows: 1. Section 2, COMPENSATION, shall be amended to change the total annual sum to be expended under this Agreement shall not exceed $100,000, with the total compensation over the three year term not to exceed $300,000. 2. Except as modified by this First Amendment, the terms and conditions of this Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Occu -Med, Ltd. Agreement the date and year first above written. ATTEST: MARIA D. I UIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:, sl� lw A Laura Rossini Senior Assistant City Attorney CITY OF SANTA ANA DAVID CAVAZOS City Manager 25E -3 RECOMMENDED FOR APPROWAL: EDWARD RAYA Executive Director of the Personnel Services Department 25E -4 OCCU -MED, LTD. JAMES A. JOHNSON President, Occu -Med, Ltd. Federal ID Number: 52 -23335 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE; AGREEMENTS FOR ROTATIONAL TOWING AND STORAGE SERVICES FOR THE POLICE DEPARTMENT (STRATEGIC PLAN NO. 1, 5) CITY MANAGE RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: :• *• it As Recommended As Amended Ordinance on 18' Reading C7 Ordinance an 2nd Reading [] Implementing Resolution 171 Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to execute a three -year agreement with To N Mo for the period of September 1, 2016 through August 31, 2019 to provide police rotational towing and storage services, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute a three -year agreement with California Tow for the period of September 1, 2016 to August 31, 2019 to provide police rotational towing and storage services, subject to non - substantive changes approved by the City Manager and City Attorney. 3. Authorize the City Manager and Clerk of the Council to execute a three -year agreement with B &D Tow for the period of September 1, 2016 to August 31, 2019 to provide police rotational towing and storage services, subject to non - substantive changes approved by the City Manager and City Attorney. 4. Authorize the City Manager and Clerk of the Council to execute a three -year agreement with Metro Pro Inc. for the period of September 1, 2016 to August 31, 2019 to provide police rotational towing and storage services, subject to non - substantive changes approved by the City Manager and City Attorney. 5. Authorize the City Manager and Clerk of the Council to execute a three -year agreement with Hadley Tow for the period of September 1, 2016 to August 31, 2019 to provide police rotational towing and storage services, subject to non - substantive changes approved by the City Manager and City Attorney. 25F -1 Agreements for Rotational Towing and Storage Services August 16, 2016 Page 2 DISCUSSION The Santa Ana Police Department routinely encounters the need to have vehicles towed or stored for a variety of reasons and depends upon private sector partners skilled in the area of towing operations to accomplish this objective. The City intends to contract with five tow companies to provide necessary towing services on a rotational basis. Towing services may include, but are not limited to, towing vehicles from public or private property at the direction of Police employees, owner's request for a tow made via the Police Department, the storage of vehicles, the secure storage of vehicles containing evidentiary value, debris clean -up and removal, recovery services and administrative oversight of vehicles in the custody of the contractor. On March 31, 2016, the Police Department issued a request for proposals (RFP No.16 -051) for police rotational towing and storage services. On April 13, 2016 a pre - proposal meeting was conducted and on May 5th, 2016 the City received proposals from five firms. To N Mo, California Tow, B &D Tow, Metro Pro and Hadley Tow each submitted proposals for consideration. An evaluation committee consisting of representatives from the Police Department Traffic Division reviewed and rated the five proposals. The proposals were evaluated according to Responsiveness to RFP (25 %), Vehicle Inspections (25 %), Site Inspections (25 %) and Interview Score (25 %). The results of the RFP evaluation are as follows: Vendor Points / Score To N Mo 237/96.8% B &D Tow 227/94.3% Metro Pro 207/85.5% California Tow 200/83.8% Hadley Tow 198/80.3% Max Points 300 The Police Department proposes to enter into a three -year agreement with To N Mo, California Tow, B &D Tow, Metro Pro and Hadley Tow. All of these companies are Santa Ana based businesses and either have been accommodating, professional and consistent in their towing services, or are capable of providing professional towing and storage services to the Santa Ana community. Fees for towing and storage services are established under the City's miscellaneous fee schedule. Those fees are based upon fees for towing and storage services surveyed throughout the County and are compliant with industry standards. 25F -2 Agreements for Rotational Towing and Storage Services August 2, 2016 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 - Community Safety, Objective #5 (provide high quality Police and Fire /Emergency Medical Services response within the City of Santa Ana). FISCAL IMPACT There is no fiscal impact associated with this item. Individuals whose vehicles are towed pay the tow providers directly for their services. Carlos Rojas Chief of Police Santa Ana Police Department Exhibits: 1. Agreement with Standard Enterprises, Inc., dba To' N' Mo' 2. Agreement with Greater Southern California Towing, Inc., dba California Tow 3. Agreement with Hadley Towing, Inc. 4. Agreement with MetroPro Road Services, Inc., and 5. Agreement with B & D Towing, Inc. 25F -3 25F -4 SERVICE AGREEMENT ROTATIONAL TOW PROVIDER THIS AGREEMENT, made and entered into this 16th day of August, 2016 by and between Standard Enterprises, Inc., a California corporation doing business as To' N Mo' (hereinafter "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"), RECITALS A. The City desires to retain a contractor having special skill and knowledge in the field of providing vehicle towing and storage services, B. Contractor represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting fine 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: I. SCOPE OF SERVICES Contractor shall provide vehicle towing and storage service at the request of the Santa Ana Police Department, on a rotational basis, in accordance with the terms and conditions set forth in the Scope of Service, attached hereto as Exhibit A and incorporated by this reference. The City intends to contract with several tow companies to provide necessary towing services on a rotational basis. Towing services may include, but are not limited to, towing vehicles from public or private property at the direction of Police employees, owner's request for a tow made via the Police Department, the storage of vehicles, the secure storage of vehicles containing evidentiary value, debris clean -up and removal, recovery services and administrative oversight of vehicles in the custody of the contractor. 2. COMPENSATION a. The parties intend that towing and storage fees will be paid by the vehicle owner at the rates and charges set forth in Contractor's then current and approved fee schedule, attached as Exhibit B and incorporated by this reference. b. When Contractor provides services chargeable to the City as set forth in Exhibit A, the Contractor shall submit a monthly invoice by the 15th of the month to the City for Exhibit 25F -5 any such services rendered in the prior month, if applicable. The invoice shall include all information enumerated In California Vehicle Code ( "CVC ") § 22651.07(e) and include the following information: i. Contractor's invoice number ii. Santa Ana Police Department's case number c. Payment by City shall be made within sixty (60) days following receipt of proper invoice, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance for professional towing services or in accordance with the standards set forth in this agreement. d. Adjustments to the Towing and Storage Fee Schedule The Traffic Commander shall examine the towing and storage rates authorized in accordance with this agreement on an annual basis. The Traffic Commander may recommend to the Division Commander and the Chief of Police to adjust the towing and storage rates, not to exceed two percent (2 %) annually, based on the most recent statistics, as follows: the two indices which will be used for determining adjustments to the towing and storage fee schedule shall be the prior twelve (12) months, reporting month December, Consumer Price Index (CPI) for All Urban Consumers for Los Angeles- Anaheim - Riverside Consolidated Metropolitan Statistical Area, published by the United States Department of Labor's Bureau of Labor Statistics or any relevant successor for the Orange County area, and the twelve (12) month December Producer Price Index for Petroleum (PPI). The adjustment formula shall be as follows: The CPI shall be weighted at ninety (90 %) percent and PPI shall be weighted at ten (10 %) percent. However, fee adjustments will only be made if justified and shall occur at the sole discretion of the Chief of Police based on recotmnendations from the Traffic Commander. 3. TERi04 This Agreement shall commence on September 1, 2016 and continue through August 31, 2019, with two (2) one (1) year options to renew exercisable at the option of the City unless terminated earlier in accordance with Section 11, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire tern 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 mamier in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment 25F -6 insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Contract, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance — the Contractor shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting there from and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting there from, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. b. Business Automobile Liability Insurance, or equivalent form, shall be maintained by the Contractor 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 as well as uninsured motorist coverage with a combined single limit of not less than $1,000,000 per occurrence. c. Worker's Compensation Insurance — in accordance with the provisions of Section 3300 of the Labor Code, Contractor is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Contract, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Garage Liability and Garage Keeper's Liability Insurance —the Contractor shall maintain garage liability insurance to include all premises, operations and coverage for bodily injury and property damage with a combined single limit of not less than $1,000,000 per occurrence as well as garage keeper's liability insurance for vehicles in the care, custody and control of the operator in the storage facility with a single limit of not less than $100,000 per occurrence. e. On -Hook Insurance — the Contractor shall maintain on -hook insurance with limits not less than those required by the California Highway Patrol: I. Class A tow truck- $25,000 2. Class B tow truck - $50,000 3. Class C or Class D tow truck - $100,000 25F -7 f The following requirements apply to the insurance to be provided by Contractor pursuant to this section: 1. Commercial general liability and business automobile insurance policies shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. 2. Certificates of insurance shall be furnished to the City upon execution of this Contract and shall be approved in form by the City Attorney. 3. All of the Contractor's storage facilities shall be listed in the certificates of insurance. 4. 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. g. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Contract. Such termination shall not affect Contractor's right to be paid for services satisfactorily provided in accordance with this agreement prior to notification of termination. The Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Contract (including, without limitation, defects in workmanship and /or materials) or Contractor's presence or activities conducted performing the work (including the negligent and /or willful acts, errors and /or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees 25F -8 in any action on or to enforce the terms of this Contract. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 8. NOTICE With the exception of insurance certificates and renewals, 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: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to Office of the Chief of Police City of Santa Ana Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 Fax 714 - 245 -8190 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 To Contractor: Standard Enterprises, Inc., dbaTo' N Mo'. 518 North Poinsettia Street Santa Ana, CA 92701 Fax 714 -714 -543 -9042 25F -9 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. 9. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been trade by any party, or anyone acting on behalf of any party, which are not embodied herein. 10. ASSIGNMENT a. Inasmuch as this Contract is intended to secure the specialized services of Contractor, the Contractor may not sell, assign, transfer, delegate or subcontract any interest herein without the prior written consent of City and any such sale, assignment, transfer, delegation or subcontract without the City's prior written consent shall nullify and void any existing contract with the City. b, Unless previously approved by the City, the sale or transfer of the controlling interest in a company shall be cause for immediate termination of this contract and the Contractor shall be replaced on the Rotational Tow List by another company on an existing eligibility list or during a future RFQ process. 11. TERMINATION a.The City reserves the right to immediately terminate the contract, without penalty, for cause. b. In the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner required, or if Contractor violates any provision of this 25F -10 Agreement, Contractor shall be deemed in default. City shall provide written notice of such default to Contractor's Project Manager. If possible, the Contractor shall cure said default within a period of two (2) working days. If such cure is not completed in a timely manner, City may terminate the Agreement forthwith by giving written notice to Contractor's Project Manager, The City may, in addition to the other remedies provided in this Agreement or authorized by law, terminate this Agreement by giving written notice of termination. Contractor shall be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during Contractor's default. c, As described in Exhibit A, concerning the investigation and disposition of complaints, the City may terminate this agreement immediately for cause if it has been determined by the Traffic Commander, with concurrence from the Field Operations Bureau Commander, that the Contractor has committed major or minor rude violations associated with this agreement, or has committed violations of the law, and termination of the contract is deemed to be the appropriate disposition. d. This agreement may be terminated without cause by City by written notice delivered to the Contractor either personally or by mail, thirty (30) days prior to the end of the then current tern. Upon termination, City shall pay Contractor for services rendered as specified in the Agreement prior to the effective date of termination. 12. CONTRACTOR OPTION FOR TERMINATION The Contractor may request termination of the contract when conditions during the contract make it impossible to perform or when prevented from proceeding with the contract by act of God, by law or official action of a public authority or in the event of nonpayment by the City. Such request will require ninety (90) days written notice prior to contract termination date requested. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) wonting days to cure the alleged breach. 13, DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS Contractor shall make every effort to solicit and advertise employment opportunities to Santa Ana residents, The City shall inform the Contractor of areas to publicize recruitment opportunities, such as work centers and community centers. 25F -11 Contractor shall provide to City, a description of efforts and procedures used to notify residents of employment opportunities as they occur but, at a minimum, once each year prior to the City exercising its option to extend the contract. 15. CONTRACTOR'S PARTICIPA'T'ION AT COMMUNITY MEETINGS, EVENTS AND PUBLIC AWARENESS CAMPAIGNS If requested by City, the Contractor shall agree to participate in community meetings, community events and public awareness campaigns, such as National Night Out, DUI presentations or any other neighborhood or City event. Such participation shall be upon City request provided with reasonable notice of the event. Such events will not exceed four (4) requests per year. 16. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS a. Contractor shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other laws, regulations, ordinances, codes and any other legislative or statutory requirements. b. Contractor warrants that the performance of services under this contract shall be compliant with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may be amended or updated throughout the term of this contract. 17. FINES The Contractor shalt be liable for all violation fines levied against the City by any Federal, State or local agency, including but not limited to the Air Quality Management District (AQMD), and the Regional Water Quality Control Board, due to the action or failure to act by Contractor. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Contractor shall, throughout the tern 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 25F -12 State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST, MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: CkA. y'k LA Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas Chief of Police CITY OF SANTA ANA DAVID CAVAZOS City Manager STANDARD ENTERPRISES, INC. DBA TO' N MO' Modesto Sanchez Chief Executive Officer 25F -13 EXHIBIT A SCOPE OF SERVICES EXHIBIT A— SCOPE OF SERVICES I. USE OF ROTA'T'IONAL TOW LIST A. CRITERIA AND RULES FOR USE BY POLICE EMPLOYEES The City agrees to utilize the rotational tow list for all service requests initiated by members of the Santa Ana Police Department except where provided for in this agreement. Therefore, the City agrees to operate under the following policy guidelines unless reasonably necessary to deviate due to exigent or unforeseen circumstances: 1. Whenever the driver or owner specifies a particular club, association or tow service to care for his /her vehicle, the garage or tow service requested shall be called and such calls shall not constitute a rotational tow call. When a driver does not specify a particular garage or tow service, the garage or tow service called shall be taken from the rotational list in numerical order. When more than one vehicle is to be towed from a collision scene and the drivers do not specify a preference, the rotation list shall be followed on the basis of one tow truck for each vehicle utilizing the numerical rotational order. The rotation list shall be followed on a per vehicle basis rather than per collision or call for service. When multiple Contactors are called to the same incident, the distribution of vehicles shall be determined by the police officer at the scene. 3. If the eligible Contractor does not answer the telephone or acknowledge the call via a software dispatch system, is unable to respond, unable to perform the required set-vices, refuses to respond or provide the requested service, or is cancelled due to an excessive response time, that company shall be passed over and shall not be eligible until the Contractor comes up on the rotation list again. 4. It shall be the responsibility of the Contractor to notify the Police Department if it is unable to respond within the required time limit or with the appropriate equipment for the type of service requested. 5. If it is determined the Contractor is not needed and is cancelled by the Police Department or the vehicle owner, the Contractor shall be placed back on top of the rotation list and no charge shall result from the call. 6. The rotation list shall be used on occasions where an officer stores or impounds a vehicle and the driver or owner is not consulted or is not present. 25F -14 All employees of the Police Department are specifically prohibited from soliciting or recommending any garage or tow service, either directly or indirectly. All officers are directed to ascertain from the party in charge of the vehicle as to their preference of a towing agency. A request of "no preference" by the person in charge will be relayed to dispatch by the officer and will result in a call to the Contractor that is next up on the rotation list. B. REPORTING PROCEDURES All officers requesting a tow truck from the rotational list for the towing, storing or impounding of a vehicle shall complete the Santa Ana Police Department storage /impound form when required by Departmental policy or procedure. The form shall be signed by both the officer and the driver of the tow truck. A copy of the Santa Ana Police Department storage /impound form shall be given to the tow truck driver prior to the vehicle being towed from the scene. II. CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES A. WORK ASSIGNMENTS AND SCHEDULE The Contractor shall be available to provide services within the corporate limits of the City of Santa Ana 24 -hours per day, seven (7) days per week, 365 days per year. There are no exceptions for holidays under the project. The Contractor shall also make reasonable accommodations for its personnel to attend meetings with City staff from the Police Department, City Attorney's Office or any other City Agency as required by the Project Manager. B. WORKING HOURS AND RESPONSE TIMES L All services under this contact shall be available 24 -hours per day, seven (7) days per week, 365 -days per year without exception. 2. The owner, principal or business manager of the proposing Contractor shall have a minimum of five (5) years of verifiable experience in the towing for -hire industry. Prior experience performing towing services for a law enforcement agency are highly desirable but not required. If the owner, principal or business manager possessing this requisite experience is no longer employed by the Contractor at any time during the course of the contract, the Contractor shall immediately report such change in condition, to the City's Project Manager and participation on the rotation list shall be suspended until a new owner, principal or business manager is identified and approved. 3. The Contractor shall be required to have a dispatcher on -duty 24 -hours per day with the capability to communicate instantly with all trucks and /or drivers assigned to this project. 25F -15 4. All requests for tow services shall be acknowledged or refused within three (3) minutes by the Contractor's dispatcher and response to the scene shall occur within 20 minutes from the time the Contractor is notified by the Police Department's Communications Division. a The 20 minute response time applies only to tow requests requiring a Class A tow trick. b. The Contractor shall be required to comply with this requirement by providing appropriate staffing levels and, if necessary, strategically staging personnel during peak traffic times to allow drivers sufficient time to arrive while complying with all traffic laws and regulations in their response to service requests. c. For any request requiring a Class B, C or Class D tow truck, the Contractor shall have the necessary equipment on scene within 45 minutes of notification by the Police Department's Communications Division if a Department employee identifies the need for such equipment or when determined by the Contractor's employee after responding to the scene and assessing the situation. 5. The Contractor shall be required to have a minimum of one (1) driver on duty 24 -hours per day, seven (7) days per week. In addition, the Contractor- shall have at least one (1) other driver on -call or stand -by. 6. The Contractor will also be required to maintain office hours between 8:00 am and 5:00 pm, seven (7) days a week, 365 days per year so vehicle owners can retrieve stored or impounded vehicles. C. REQUIRED TOW VEHICLES AND EQUIPMENT 1. At a minimum, the Contractor shall possess, maintain and be the listed registered owner of the following classes of tow vehicles (meeting requirements as defined in the most current version of CHP 234E — Tow Truck Inspection Guide): a. Four (4) Class A tow trucks designed for light duty towing operations. b. One (1) Class B tow truck designed for medium duty towing operations. c. One (1) Class C tow truck designed for heavy duty towing operations. 2. In addition, the Contractor shall either possess and maintain, or have immediate access to, one (1) Class D tow truck designed for super heavy duty towing operations (meeting requirements as defined in the most current version of CHP 234E — Tow Truck hnspection Guide). Even if subcontracted, this vehicle shall 25F -16 be made available for inspection and the Contractor will be held responsible for the condition and suitability of this vehicle, 3. The company name, business address, telephone number and tow truck identification number shall be permanently and properly affixed to each vehicle in a manner prescribed pursuant to CVC § 27907. 4. There shall be no words or language affixed to the vehicle associating the Contractor or the vehicle with the Santa Ana Police Department (e.g. `official police tow ") without the prior written approval of the City's Project Manager. 5. At no time shall the Contractor exceed the gross vehicle weight rating (GV WR) and /or safe loading requirements of the tow truck, including, but not limited to, exceeding the tow trucks GVWR, front axle weight rating, rear axle weight rating, maximum tire weight ratings, or failure to maintain, 50 percent of the tow truck's unladen weight on the front axle when lifting or carrying a load.. 5. The authorized Towing and Storage Fee Schedule shall be posted in public view in all tow trucks. 7. Contractors shall not share equipment with any other Contractor with the limited exception of access to a Class D tow truck as specified above. All of the vehicles identified above and used in accordance with this agreement shall be equipped with the minimum equipment required to perform towing operations as well as the equipment pursuant to CVC § 27700 and the "Service and Other Equipment" section of the CHP 234B (Tow Trick Inspection Guide) form. The Contractor may also be required to carry any other safety devices reasonably required by the City. 9. The contractor shall maintain all vehicles and equipment in good repair for use by the Contractor's employees assigned to perform services pursuant to this agreement. The Contractor shall be responsible for, and pay for all operating expenses, equipment, maintenance and insurance for vehicles assigned to perform work related to this agreement. All tow trucks shall be equipped and maintained in accordance with applicable sections from the California Vehicle Code, Title 13 of the California Code of Regulations, the requirements of this RFP and industry standards. 10. All vehicles shall be kept clean, be free of offensive odors and maintain a professional appearance. 11. All tow trucks shall be inspected annually by the California Highway Patrol and maintain a current Commercial Vehicle Safety Alliance (CVSA) decal. The Contractor shall provide current copies of CHP 234E (Tow Truck Inspection 25F -17 Guide) and CFIP 407F (Safetynet Driver/Vehicle Inspection Report) for each vehicle to the City's Project Manager or designee. 12.The Contractor agrees that the Santa Ana Police Department may inspect any vehicle, without prior notice, at any time during normal business hours. 13.'rhe Contractor shall provide instant communication access via cellular phone or radio to all personnel while performing their duties. G. GLOBAL POSITIONING SYSTEM (GPS) It is highly desirable for the Contractor to provide GPS capabilities in all of their tow trucks. If offered for consideration in the Contractor's' Response, the City and Contractor shall be able to view this information via computer in real time and the Contractor shall provide GPS reports at the request of the City. H. CONTRACTOR'S BUSINESS OFFICE REQUIREMENTS The Contractor shall maintain an office and storage facility within the corporate limits of the City of Santa Ana and remain in compliance with any requirements imposed by the Police Department, the Planning Division or any other Department, Agency or Agent of the City of Santa Ana in accordance with federal regulations, state law, the Santa Ana Municipal Code and this agreement. 2. It is preferable that the office and storage facility be at the same location to minimize the irnpaot on the community. However, should additional locations exist, the Contractor agrees to conduct all business from the primary facility and any costs associated with operating a secondary location and /or moving vehicles to or from that secondary location shall not be passed along to any customer covered under this agreement. 3. The primary facility shall have a sign clearly visible to the public that identifies the location as a towing service. 4. The business hours shall be clearly posted. 5. The office shall be sufficiently staffed to allow customers to speak with a company representative during normal business hours without unnecessary delay. 6. Current and approved rates pursuant to the Towing and Storage Fee Schedule shall be posted in public view in the Contractor's office and /or storage facility in compliance with California Civil Code § 3070 and CVC § 22651.07. 7. The Contractor shall comply with the provisions of CVC § 22651.1. 25F -18 The Contractor shall maintain records of all tow services furnished by the Contractor at the primary office location. a. Invoices shall contain the required itemized information pursuant to CVC 22651.07(e). b. Itemized invoices shall contain a distinct notice upon the invoice stating "Upon request, you are entitled to receive a copy of the "Towing Fees and Access Notice." This notice shall be contained within a bordered text box, printed in no less than 10 -point type pursuant to CVC 22651.07(a)(1)(13)(3). 9. The operator's primary business office shall also maintain business records relating to personnel, insurance, personnel taxes, payroll, applicable operating authorities, local operating authorities, lien sale actions, driver's record of duty status (intrastate and/or interstate), and Federal Communication Commission licensing (if applicable). 10. The Contractor agrees that a representative from the Santa Ana Police Department may inspect all business records, facilities and vehicles without notice during normal business hours. 11. The Contractor shall permit the Santa Ana Police Department to make copies of business records at their place of business or remove business records for the purpose of reproduction. 12. Lien fees,. or any fees related to the preparation of a lien, shall not exceed the amounts allowable in the Towing and Storage Fee Schedule, attached hereto as Exhibit B, and in compliance with all relevant provision of the California Vehicle Code and California Civil Code, I. STORAGE FACILITY AND VEHICLE STORAGE REQUIREMENTS It is preferable that the storage facility is located at the same location as the primary business office. However, if located at a different location than the main office, the storage facility must be within the corporate limits of the City of Santa Ana and have an on -site release office at all storage lots. Persons seeking to take possession of their vehicle or property shall not be required to travel to more than one location to recover their vehicle from the Contractor's custody. 2. The storage facility and all vehicles towed at the direction of the City shall be made available to police personnel 24 -hours per day, 7 -days per week. 3. The entire storage lot must be sufficiently well lit to deter theft. Other theft deterrent devices (e.g. cameras, alarms, on -site personnel, etc.) are highly desirable. 25F -19 4. The storage lot must be completely secured by a wall or fencing and a gate that is able to be locked to maintain security for stored and impounded vehicles. The minimum height requirement for the fence and gate shall be six (6) feet. 5. The storage lot shall be large enough to hold a minimum of 100 vehicles at any given location. This requirement is the minimum area reserved for Santa Ana vehicles and additional space is highly desirable. All vehicles towed by the City shall be stored within the corporate city limits and the vehicle or any of its contents shall be made available for release within the corporate city limits. if multiple storage facilities are maintained, the Contractor shall only use the secondary lot when the primary lot is full and shall not charge for transportation beyond that of the main storage facility. 6. The Contractor shall also provide an inside storage facility, which must consist of four walls with a solid roof and a door equipped with a locking device. Additional security features are highly desirable. This facility shall be sufficient to reasonably protect vehicles from theft, tampering, weather, environmental conditions or any other circumstances that could cause the removal or contamination of evidence. Access to this area by employees or other individuals shall also be restricted. This facility shall be capable of storing a minimum of four (4) mid -sized vehicles for the City of Santa Ana and sufficient space to conduct forensic analysis of the vehicle on -site if necessary. Vehicles impounded pursuant to CVC § 10751 shall be placed in an area of the storage facility that will provide sufficient space acid privacy, allowing auto theft investigators to perform a vehicle inspection without delay. This requirement shall be required for the first ten (10) days of impound. 8. Vehicles will not be released, sold or dismantled until a signed release form has been obtained from the Santa Ana Police Department. The signed release form will be kept by the towing company as proof of authority for the release. 9. Release forms are required for impounded vehicles and vehicles with a "hold" placed on them by police department personnel. The release form will indicate they are from the Santa Ana Police Department and shall only be signed by authorized members of the Police Department. a. Stolen vehicles recovered by the Police Department will be released to the victim /owner by the Contractor with proof of ownership. Unless specifically noted, no release will be required from the Police Department. b. Stolen vehicles recovered by the Police Department requiring farther investigation as determined by the handling officer will be impounded pursuant to CVC § 22655.5, thereby placing a hold on the vehicle. The impound box will be marked along with an explanation in the narrative. 25F -20 These vehicles will not be released until the victinr/owner obtains a release from the Police Department. c. If the owner of the vehicle is unable to prove ownership to the tow agency, they will be referred to the Santa Ana Police Department and a release will be issued once ownership is established. d. If a registered owner is unable to retrieve their vehicle from storage, a vehicle authorization form shall be provided by the Contractor to the person authorized to pick -up the vehicle. The authorized recipient, on behalf of the registered owner, will be required to provide identification for the Contractor to photocopy (front/back). 10. When a vehicle is impounded, the towing company will place the word "hold" or other similar notation on the windshield of the vehicle. This is to minimize unauthorized contact with the vehicle and to provide control measures to prevent the inadvertent release. a. The responsibility for determining and placing the word "hold" or other similar notation on the windshield of the vehicle will be the responsibility of the Contractor at the time of vehicle possession. The Contractor's employee signature on the storage /impound report will acknowledge an understanding of the type of report completed by the officer and any necessary holds, The Contractor should clarify any misunderstandings or omissions on the report at this time. 11. Vehicles towed or stored with an "evidence hold" shall not be touched, moved or tampered with in any manner without the written consent of the City's Project Manager or designee. 12. The Contractor agrees to tow and store vehicles taken pursuant to an "evidence hold" as defined in CVC §§ 22655.5 or 22655(a) witbout charge to the City and agrees to release the vehicle to the owner at the City's request. Unless waived in whole or in part by the City's Project Manager, the tow company may pursue collections from the registered owner for these charges but shall not exceed the cost of the tow and storage fees for a maximum of thirty (30) days, Furthermore, the Contractor may attempt to collect these fees, or make arrangements to collect these fees, at the time of release but shall not hold the vehicle in lieu of payment unless specifically authorized by the City's Project Manager or designee. 13. In any case where the Police Department inadvertently and /or erroneously causes the impound or storage of a vehicle, or fails to properly notify the owner in a timely manner, the Contractor agrees to release the vehicle at the request of the City's Project Manager or designee and waive all fees or charges associated with the tow. 25F -21 14. Any personal property released from a vehicle shall occur at the business office or primary storage facility and shall require authorization from the Police Department. All property shall be released pursuant to CVC § 22851(b) and CVC § 22651.07. Personal property includes any property not affixed to the vehicle (e.g. clothes, cell phones, papers, pull -out I detachable face radios, etc.) J. CUSTOMER SERVICE Contractor shall provide service which is accessible, courteous, responsive, timely, equitable and given in the spirit of professionalism and mutual respect. Contractor's personnel are a reflection of the City of Santa Ana arid, as such, are expected to: Interact with customers and City officials, whether in person or on the phone, in a pleasant, respectfirl and professional manner. 2. Give full attention to each customer's needs by asking questions. Provide information, products and service in an accurate, organized and complete manner. Determine that the customer's request has been fulfilled. 3. Maintain a professional demeanor at all times that is free from rude, discourteous or harassing behavior. 4. Comply with all federal, state, county, and city laws and regulations. 5. Use adequate equipment that is kept clean and neat at all times. 6. Train other Contractor employees to be polite and courteous during public contact. 7. Employ truth and accuracy in reporting customer service records. K. RATES AND FEES Notwithstanding other provisions of this agreement related to rates and fees, the Contractor agrees to comply with the following provisions as they relate to rates and fees charged in accordance with this agreement: For services provided pursuant to this Agreement, the Contractor shall collect towing, storage and other service fees from the vehicle owner at the time of release. Said fees shall comply with the Santa Ana Police Department's Towing and Storage Pee Schedule, attached hereto as Exhibit B, and incorporated by this reference. 25F -22 2. The Contractor acknowledges that the fee schedule is intended to list the maximum amounts for services rendered but nothing in this Agreement shall preclude the Contractor from charging less than the maximum fee allowed. 3. Nothing shall prohibit a Contractor from sending a Class B, C or D tow truck to a call requiring a lighter class tow truck to perform requested services. However, the Contactor acknowledges that fees may only be charged for the class necessary to perform the requested services and not necessarily for the class of tow truck dispatched to the call. 4. No fees may be charged for personnel, equipment or services reasonably necessary to perform the required service. 5. No lien shall be placed on the vehicle for services performed or initiated, and subsequently cancelled on -scene by the Santa Ana Police Department, unless the Contractor has presented a written statement to the vehicle's registered owner or agent for the signed authorization of services to be performed pursuant to Civil Code § 3068(a). a. The Contractor shall not attempt to take possession of a vehicle in order to establish a lien for any services performed or initiated and subsequently cancelled. b. The Contractor shall not bill the City of Santa Ana or Santa Ana Police Department for any services performed or initiated, and subsequently cancelled by the department. However, in such cases, the incident shall not be considered a rotational call and the Contractor shall be returned to the top of the rotation list. 6. The Towing and Storage Fee Schedule shall be posted in the business offices, storage facilities and tow trucks pursuant to CVC § 22651,07. Rate adjustments may be considered based on the criteria set forth in this Agreement. 8. Contractor's failure to comply with the Towing and Storage Fee Schedule shall be subject to disciplinary action. 9. The Contractor shall not seek payment from the City of Santa Ana for services provided pursuant to this Agreement. However, the City shall be responsible for the following charges ordered by the City pursuant to this Agreement: a. Collision cleanup as outlined in this Agreement; b. Other services authorized by the City's Project Manager prior to the performance of said duties. 25F -23 L. MISCELLANEOUS PROVISIONS The Contractor shall have a Carrier Identification and a valid Motor Carrier Property (MCP) permit, which shall be provided to the City's Project Manager or designee. The expiration or suspension of the MCP shall result in immediate suspension from the rotation list as well as possible disciplinary action. 2. There may be times when the Contractor comes across a vehicle blocking the roadway although not assigned to the call or next on the rotation list. At the discretion of the officer at the scene, the Contractor may be directed to assist in moving the vehicle to the side of the roadway only, This service shall be provided without cost to the City or vehicle owner, and shall not affect the Contractor's position on the rotation list. 3. The Contractor shall be held accountable for all vehicles, personal property and vehicle accessories once the vehicle is in the possession of the driver and /or stored at their facility. The Contractor agrees to relieve the City, its officers, agents and employees of all responsibility once the vehicle is in the custody of the Contractor. 4. There shall be no photography or video recording at the scene of a tow or collision by the Contractor or any employee unless directly related to the towing operation. Photographs or video recordings shall only be directed at vehicles or the area immediately surrounding the vehicle but in no case shall capture any image of a person(s) injured or killed at the scene. 5. The Contractor, nor any employee of the Contractor, shall accept from any person or offer a gratuity to any member of the City in violation of CVC § 12110(a) and the City's gift ban ordinance. 6. The Contractor shall rernain in compliance with CVC § 10652 as required. 7. Due to the negative perception of Private Party Impounds (PPI's) and the nexus to predatory towing practices, whether actual or perceived, the City of Santa Ana and the Santa Ana Police Department have an interest in ensuring any Contractor working on its behalf is not associated with these practices. In addition, tow companies that engage in PPI's are subjected to complaints and investigations on a more frequent basis than those that do not participate in this facet of the towing business. Therefore, the City strongly discourages any Contractor assigned to the rotational tow list from engaging in PPI's within the corporate limits of the City of Santa Ana. Subject to the investigative process outlined in the RFP, any company found to be in violation of PPI regulations including, but not limited to, applicable sections of CVC § 22658 or any other laws or regulations associated with PPI's shall be subject to suspension or immediate removal from the rotation list for sustained complaints or convictions for violations of the law. 25F -24 M. UTILIZATION OF DISPATCH AND TRACKING SOLUTIONS SOFTWARE The City uses Dispatch & Tracking Solutions (DTS) software for its rotational towing administration. The Contractor shall agree to utilize the most recent, updated, upgraded Dispatch & Tracking Solutions software program (DTS), or any other software solution selected by the City, to dispatch and track tow activity via a web -based Internet connection. All tow requests originating from the Santa Ana Police Department may be made utilizing this program. The Contractor's failure to Have the DTS program in full operation and to acknowledge tow requests in a timely manner puxsuant to this RFP shall result in a finding of default and shall result in immediate suspension from the tow rotation list. Failure to remedy the problem shall be grounds for the termination of the agreement between the City and the Contractor. The Contractor must be willing to must enter into a separate agreement, contract, or license for DTS software, or any other software solution implemented by the City, with the owner of that. proprietary software. The City shall not provide the software program, any licensing or sub - licensing thereof or any intermediary services for the procurement by the Contractor of the software program. This Contract shall not be executed by the City until the Contractor has demonstrated to the City's Project Manager or designee satisfactory compliance with the requirements set forth herein. The Contractor shall be liable for all fees, charges, rates and service charges required for the procurement and use of DTS software or any similar software solution. If the City should elect to use a different program than DTS at some point in the future, the Contractor agrees to comply with the above requirements as it relates to the new software solution after provided reasonable notice by the City and sufficient opportunity to procure said software program. N. RESPONSIBILITIES WHEN RESPONDING TO CALLS FOR SERVICE 1. When the Contractor is called to the scene of a vehicle tow or a collision scene, the Contractor's employee will clean -up all debris at the scene in accordance with CVC § 27700 without charge to the City. a. If this service does not result in a vehicle tow, it shall not be considered a rotational call and the tow company shall be placed back on the top of the rotational tow list. b. Police employees should not call a rotational tow to the scene of a collision for the sole purpose of cleaning up debris. However, should this occur or become necessary, the Contractor may bill the City for the cost of the response in accordance with the City's Towing and Storage Fee Schedule. 25F -25 O. PERFORMANCE DURING INCLEMENT WEATHER OR DISASTERS 1. The Contractor acknowledges that the services provided under this contract are integral to the operations of the City of Santa Ana and the Santa Ana Police Department. Therefore, the Contractor agrees to perform the duties of this contract regardless of weather or other adverse conditions including, but not limited to, any disasters whether man -made or acts of God. 2. During periods of inclement weather or disaster, the Contractor shall agree to adjust staffing levels to meet the increased demands for service durina these times. 3. Should the Contractor be unable to fulfill their responsibilities under the conditions described in this section, the Contractor shall be responsible for any and all costs incurred by the City should the need to hire outside contractors become necessary to meet the needs of the Police Department due to the Contractor's default, P. PROTECTION OF THE PUBLIC AND DAMAGES TO EXISTING STRUCTURES 1. The Contractor shall exercise due care and caution at all times for the protection of all persons and property. All fines, penalties and /or repair charges resulting from the Contractor's actions shall be the sole responsibility of the Contractor. 2. Understanding that the Contractor will respond to calls involving traffic collisions or traffic hazards, and pursuant to CVC § 22513, the Contractor shall only place or use equipment to block vehicle traffic lanes or render assistance to a motorist while exercising due care for the safety of the tow truck driver, the motorist and the motoring public. Tow truck drivers should be trained in scene management in accordance with this section. The Contractor shall ensure that all appropri ate traffic safety warning devices are utilized as deemed necessary. 3. Contractors will be required to respond to calls where vehicles have collided with other objects and may have already caused damage to varying degrees. The methods proposed by the Contractor for towing and recovery services shall be reasonable and consistent with industry standards, best practices, and in a manner that shall not cause unnecessary additional harm, deface or damage any City or private property. In the event that damage to the City's tight -of -way or private property has occurred due to the negligence of the Contractor, the Contractor shall be solely responsible for its repair or replacement in excess of the amount covered by the required insurance. 25F -26 Q. SPECIFICATIONS This Scope of Services is intended to cover all labor, material and standards of workmanship to be employed for in this work plan or reasonably implied by terms of same. Work or materials of a minor nature which may not be specifically mentioned, but which may be reasonably assumed as necessary for the completion of this work, shall be performed by the Contractor as if described in the specifications. R. RECORDS 1. The Contractor shall keep accurate records concerning all vehicle tows, vehicle storages and vehicle releases or disposition. 2. In addition, the Contractor shall maintain accurate records of his /her employees or agents and provide the City with names and telephone numbers of emergency contact employees. 3. The Contractor shall complete a report each calendar month indicating the number of calls for service, the number of vehicles towed, the number of vehicles in storage (regular and secure) and their current status, vehicles released; vehicles sent to lien sale, the status of any other vehicles or services rendered by the Contractor on behalf of the City, GPS information (if requested by the City) or any other information as may be required by the City's Project Manager or designee. 4. A phone log will be submitted monthly of all calls from the Santa Ana Police Department to the Contractor, identifying whether or not those calls required a request for service, and a description of the action taken as a result of the call. 5. The Contractor shall provide monthly customer service phone logs from the public, indicating name, date, time and phone number of caller, reason for the call, any specific requests, the Contractor's response or action, and the amount of time required to address request. Such logs shall be accurate and truthful. 6. The Contractor shall permit the City to inspect and audit its 'books and records regarding City provided services at any reasonable time: S. AUDITS AND INSPECTIONS The Chief of Police or his designee shall conduct regular audits and inspections of the Contractor(s) assigned to this project to ensure they are fidfilling their responsibilities in accordance with the terms and conditions of this agreement. All work found during such audits or inspections to be substandard or failing to conform to the requirements of this agreement shall be corrected immediately by the Contractor and the City shall have the right to immediately suspend the Contractor from the rotation list until the 25F -27 issue(s) is /are corrected. Failure to correct in a reasonable timeline as outlined in this Agreement may result in termination of the contract. T. INVESTIGA`T'ION OF COMPLAINTS, LAWS, RULES, OR TERMS AND CONDITIONS OF AGREEMENT Whenever a complaint or allegation is lodged against a Contractor or initiated by the Police Department, the Traffic Commander shall assign a supervisor from the Traffic Division to investigate any allegations. A fair, 'impartial and comprehensive investigation shall be conducted and the findings documented for review. To the extent required by law, the Contractor shall cooperate fully in the investigation and provide any documentation requested by the investigator to assist in making a finding. In addition, the Contractor shall be given the opportunity, either orally or in writing, to respond to the complaint at the point deemed appropriate by the investigator. The City expects that the Contractor will demonstrate professional business practices and truth in reporting as it relates to any records or information requested. Minor infractions shall include, but not be limited to, situations such as poor customer service, failure to comply with non - safety related terms of the agreement, or minor equipment or facility deficiencies. Major infractions shall include, but not be limited to, situations involving honesty, integrity, safety, security, gross overcharging of a customer or a pattern of overcharging, failure to comply with the provisions of CVC § 22658 as it relates to PPI's, criminal violations (moral turpitude, DUI, drug related offenses, theft, etc.), or significant, repeated or flagrant violations of this agreement. If it is determined that criminal charges are appropriate, the assigned investigator shall document the incident on a crime report and present the case to the appropriate prosecuting authority for review. Based on the nature and seriousness of the misconduct being investigated, the Chief of Police may temporarily suspend the Contractor, or its agent individually, from the rotation list until the investigation is completed and a proper disposition is reached. The standard for sustaining a complaint against the Contractor or the Contractor's agent shall be a preponderance of the evidence, regardless of the nature of the violation. Other investigative findings may include unfounded (false or factually incorrect), exonerated (action occurred but was lawful or within the terms of this agreement) or not sustained (inconclusive due to insufficient evidence or independent witnesses). All complaints shall be forwarded to the Traffic Commander for review, approval and determination/recommendation of discipline if appropriate. 25F -28 U. DISCIPLINARY ACTION The Contractor agrees that failure by the Contractor, or its agent, to comply with the law or terms and conditions of this agreement shall be cause for administrative disciplinary action. However, nothing in this agreement shall preclude the City from taking appropriate enforcement action for violations of the law. Within 60 days of receipt of the complaint, the Traffic Commander shall review the findings of the investigation and recommend disciplinary action if appropriate. The Traffic Commander shall take into account the nature of the complaint, the findings of the investigation, past complaints against the Contractor and past practice of the Department to maintain equitable treatment of all Contractors assigned to the rotational tow list. Depending on the nature and complexity of the sustained violation, the Traffic Commander may allow the Contractor or designee to provide a brief written statement for consideration and /or may contact Contractor to ask additional questions. Disciplinary action shall typically be progressive in nature and based on the Contractor's record during the previous five (5) years from the date of complaint. Therefore, multiple infractions for similar offenses, regardless of their severity, will result in increased disciplinary action. However, this does not preclude the Traffic Commander from recommending more serious sanctions where major rule violations have been committed or there are aggravating facts associated with the misconduct. The following actions may be recommended: 1. No further action. 2. Issue a written warning. 3. Impose a suspension for minor violations (one (1) to 30- days). 4, Impose a suspension for multiple minor violations or a single major violation (30 to 90- days). 5. Termination of the contract for cause and immediate removal from the rotation list. The Contractor shall be notified in writing of the City's intent to impose disciplinary action. The Traffic Commander shall have the authority to impose discipline up to and including the imposition of a suspension for minor violations as long as the suspension does not exceed 30 -days in length. However, nothing in this article shall preclude the Traffic Commander from reducing the recommended discipline based on mitigating facts. Recommended suspensions exceeding 30- days in length or termination from the rotation list shall be approved by the Field Operations Bureau Commander prior to imposition. The Traffic Commander may recommend to the Chief of Police the immediate termination of this agreement if the conduct of the Contractor, or agents, are determined to pose a danger to the public, have an excessive number of complaints 25F -29 that tax the investigative resources of the Police Department, or the Contractor's actions reflect negatively upon the City. V. RIGHT TO APPEAL Upon receipt of a notice to impose disciplinary action, the Contractor shall have the right to submit a written appeal within ten (10) business days to the Field Operations Bureau Commander. The Field Operations Bureau Conunander shall issue their findings in writing within ten (10) business days of the receipt of written appeal. If the Contractor disagrees with the findings of the appeal, their final remedy shall be the opportunity to submit a written appeal to the Chief of Police within ten (10) business days, via the Traffic Commander. The Chief of Police shall issue a written. decision within (10) business days. The decision of the Chief of Police shall be final. Disciplinary action shall not be imposed until the hearing and appeal process has been exhausted. However, if the conduct of the Contractor is deemed to be so egregious or poses a danger to public safety, the City may exercise its right to immediately suspend the Contractor as set forth in this agreement. In such cases, the time during which the Contractor is suspended may be applied to the balance of a suspension imposed by the City, at the discretion of the hearing officer, and shall be the Contractor's only remedy as far as a pre - hearing suspension is concerned. Any time in excess of that credited toward an imposed suspension shall be lost. Failure to request an appeal, submit a written appeal, or appear at a mutually agreed upon hearing will waive the Contractor's right to further appeal and disciplinary action shall be imposed. W. SUPERVISION OF CONTRACT AND MEETINGS WITH CITY All work shall meet with the approval of the Santa Ana Police Department. As determined necessary by the City, there shall be a minimum of one monthly meeting with the Contractor and the City representative during the first year to determine progress and to establish areas needing attention, Status reports of activities performed by the Contractor will be submitted in writing to the City on a monthly basis or as determined necessary by the City. Any specific problem area which does not meet the conditions of the specifications set forth herein shal l be called to the attention of the Contractor and if not corrected immediately, or within a reasonable period, may result in the Contractor being found in default of this agreement, which may result in suspension from the rotation list until the issues) is /are corrected in a satisfactory manner as set forth in the specifications or termination. 25F -30 X. MATERIALS AND EQUIPMENT The contractor shall make a reasonable effort to purchase equipment and materials in the City of Santa Ana and to utilize Santa Ana vendors. Contractor shall report its efforts as requested by the City. Y. DEFINITIONS L City — shall mean City of Santa Ana and representatives of the City of Santa Ana (e.g. Police Department or its agents). 2, City's Project Manager — shalt be synonymous with the Traffic Commander for purposes of this project. 3. Contractor — shall mean any towing company submitting a response to this RFP and selected to perform services for the City on the Rotational Tow List, and shall include all employees or agents of said company. 4. Inclement Weather or Disasters — any adverse weather or environmental conditions, regardless of severity or duration, which places an increased demand or strain on public services, including tow operations, whether man- made or acts of God. 5. Street —all paved dedicated public rights -of -way within the existing or future City limits. Public Property — any property under the control and direction of the City of Santa Ana or any other government agency within the corporate limits of the City of Santa Ana or State of California. 7. Private Property — any property that is privately owned or held by someone other than a government agency: 25F -31 EXHIBIT B FEE SCHEDULE AUTHORIZED TOWING AND STORAGE FEE SCHEDULE* * Fees indicated herein will become the City's maximum authorized rates effective at the time of contract implementation; minimum I hour. 25F -32 Stored Vehicle Release Fee (PD) $75.00 Class A _ $195.00 Class B or Flatbed $225.00 Class C $325.00 Class D� - $360.00 Dolly, Go -Jacks or Linkage Fee $60.00 Rollover or Winching Fee $130.00 Clean -up Fee (fee to City capped at $35.00 per occurrence) _ $60.00 Hazmat Fee (per five (5) gallon bucket) $115.00 Vehicle Storage Fees (Daily) Class A - Outside $55.00 Class A - Inside $60.00 Class B - Outside $60.00 Class B - Inside $65.00 Class C or Class D - Outside $65.00 Class C or Class D - Inside $70.00 _ After Hours Release 50% of the authorized towing charge Minimum Service Call or Drop Fee 50% of the authorized towing charge Lien Sale As authorized by the California Civil and Vehicle Codes Mileage (per mile outside the corporate citz limits) $9.00 * Fees indicated herein will become the City's maximum authorized rates effective at the time of contract implementation; minimum I hour. 25F -32 SERVICE AGREEMENT ROTATIONAL TOW PROVIDER THIS AGREEMENT, made and entered into this 16th day o'fAugust, 2016 by and between Greater Southern California Towing, Inc., a California corporation doing business as California Tow (hereinafter "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City'). RECITALS A. The City desires to retain a contractor having special skill and knowledge in the field of providing vehicle towing and storage services. B. Contractor represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from aprofessional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terns and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall provide vehicle towing and storage service at the request of the Santa Ana Police Department, on a rotational basis, in accordance with the terms and conditions set forth in the Scope of Service, attached hereto as Exhibit A and incorporated by this reference. The City intends to contract with several tow companies to provide necessary towing services on a rotational basis. Towing services may include, but are not limited to, towing vehicles from public or private property at the direction of Police employees, owner's request for a tow made via the Police Department, the storage of vehicles, the secure storage of vehicles containing evidentiary value, debris clean-up and removal, recovery services and administrative oversight of vehicles in the custody of the contractor, 2. COMPENSATION a. The parties intend that towing and storage fees will be paid by the vehicle owner at the rates and charges set forth in Contractor's then current and approved fee schedule, attached as Exhibit B and incorporated by this reference. b. When Contractor provides services chargeable to the City as set forth in Exhibit A, the Contractor shall submit a monthly invoice by the 15th of the month to the City for Exhibit 2 25F -33 any such services rendered in the prior month, if applicable. The invoice shall include all information enumerated in California Vehicle Code ( "CVC ") § 22651.07(e) and include the following information: i. Contractor's invoice number ii. Santa Ana Police Department's case number c. Payment by City shall be made within sixty (60) days following receipt of proper invoice, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance for professional towing services or in accordance with the standards set forth in this agreement. d. Adjustments to the Towing and Storage Fee Schedule The Traffic Commander shall examine the towing and storage rates authorized in accordance with this agreement on an annual basis. The Traffic Commander may recommend to the Division Commander and the Chief of Police to adjust the towing and storage rates, not to exceed two percent (2 %) amivally, based on the most recent statistics, as follows: the two indices which will be used for determining adjustments to the towing and storage fee schedule shall be the prior twelve (12) months, reporting month December, Consumer Price Index (CPI) for All Urban Consumers for Los Angeles- Anaheim - Riverside Consolidated Metropolitan Statistical Area, published by the United States Department of Labor's Bureau of Labor Statistics or any relevant successor for the Orange County area, and the twelve (12) month December Producer Price Index for Petroleum (PPI). The adjustment formula shall be as follows: The CPI shall be weighted at ninety (90 %) percent and PPI shall be weighted at ten (10 %) percent. However, fee adjustments will only be made if justified and shall occur at the sole discretion of the Chief of Police based on recommendations from the Traffic Commander. 3. TERM This Agreement shall commence on September 1, 2016 and continue through August 31, 2019, with two (2) one (1) year options to renew exercisable at the option of the City unless terminated earlier in accordance with Section 11, below. 4, INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a mamler consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment 25F -34 insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. S. INSURANCE Prior to undertaking performance of work under this Contract, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance - the Contractor shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting there from and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following; single limit coverage applying to bodily and personal injury, including death resulting there from, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. b. Business Automobile Liability Insurance, or equivalent form, shall be maintained by the Contractor 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 as well as uninsured motorist coverage with a combined single limit of not less than $1,000,000 per occurrence. c. Worker's Compensation Insurance - in accordance with the provisions of Section 3300 of the Labor Code, Contractor is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Contract, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Garage Liability and Garage Keeper's Liability Insurance- the Contractor shall maintain garage liability insurance to include all premises, operations and coverage for bodily injury and property damage with a combined single limit of not less than $1,000,000 per occurrence as well as garage keeper's liability insurance for vehicles in the care, custody and control of the operator in the storage facility with a single limit of not less than $100,000 per occurrence. e, On -Hook Insurance - the Contractor shall maintain on -hook insurance with limits not less than those required by the California Highway Patrol: 1. Class A tow truck - $25,000 2. Class B tow truck - $50,000 3. Class C or Class D tow truck - $100,000 25F -35 f. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: I . Commercial general liability and business automobile insurance policies shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. 1 Certificates of insurance shall be furnished to the City upon execution of this Contract and shall be approved in form by the City Attorney. 3. All of the Contractor's storage facilities shall be listed in the certificates of insurance. 4. 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. g. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Contract Such termination shall not affect Contractor's right to be paid for services satisfactorily provided in accordance with this agreement prior to notification of termination. The Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Contract (including, without limitation, defects in workmanship and /or materials) or Contractor's presence or activities conducted performing the work (including the negligent and /or willful acts, errors and /or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees 25F -36 in any action on or to enforce the terms of this Contract. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict hr any manner with performance of services specified under this Agreement. 8. NOTICE With the exception of insurance certificates and renewals, 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 Fax 714- 647 -6956 With courtesy copies to: Office of the Chief of Police City of Santa Ana Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 Fax 714 - 245 -8190 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 To Contractor: Greater Southern California Towing, Inc,, dba California Tow 2202 West 5 "' Street Santa Ana, CA 92703 Fax 714 -714 -542 -0108 25F -37 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. 9. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any teens or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 10. ASSIGNMENT a. Inasmuch as this Contract is intended to secure the specialized services of Contractor, the Contractor may not sell, assign, transfer, delegate or subcontract any interest herein without the prior written consent of City and any such sale, assignment, transfer, delegation or subcontract without the City's prior written consent shall nullify and void any existing contract with the City. b. Unless previously approved by the City, the sale or transfer of the controlling interest in a company shall be cause for immediate termination of this contract and the Contractor shall be replaced on the Rotational Tow List by another company on an existing eligibility list or during a future RFQ process. 11. TERMINATION a. The City reserves the right to immediately terminate the contract, without penalty, for cause. b. In the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner required, or if Contractor violates any provision of this 25F -38 Agreement, Contractor shall be deemed in default. City shall provide written notice of such default to Contractor's Project Manager. If possible, the Contractor shall cure said default within a period of two (2) working days. If such cure is not completed in a timely manner, City may terminate the Agreement forthwith by giving written notice to Contractor's Project Manager. The City may, in addition to the other remedies provided in this Agreement or authorized by law, terminate this Agreement by giving written notice of termination. Contractor shall be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during Contractor's default. c. As described in Exhibit A, concerning the investigation and disposition of complaints, the City may terminate this agreement immediately for cause if it has been determined by the Traffic Commander, with concurrence from the Field Operations Bureau Commander, that the Contractor has committed major or minor rule violations associated with this agreement, or has committed violations of the law, and termination of the contract is deemed to be the appropriate disposition. d. This agreement maybe terminated without cause by City by written notice delivered to the Contractor either personally or by mail, thirty (30) days prior to the end of the then current term. Upon termination, City shall pay Contractor for services rendered as specified in the Agreement prior to the effective date of termination. 12. CONTRACTOR OPTION FOR TERMINATION The Contractor may request termination of the contract when conditions during the contract make it impossible to perform or when prevented from proceeding with the contract by act of God, by law or official action of a public authority or in the event of nonpayment by the City. Such request will require ninety (90) days written notice prior to contract termination date requested, In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach. 13. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor aff rums that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS Contractor shall inake every effort to solicit and advertise employment opportunities to Santa Ana residents. The City shall inform the Contractor of areas to publicize recruitment opportunities, such as work centers and community centers. 25F -39 Contractor shall provide to City, a description of efforts and procedures used to notify residents of employment opportunities as they occur but, at a minimum, once each year prior to the City exercising its option to extend the contract. 15. CONTRACTOR'S PARTICIPATION AT COMMUNITY MEETINGS, EVENTS AND PUBLIC AWARENESS CAMPAIGNS If requested by City, the Contractor shall agree to participate in cormnunity meetings, community events and public awareness campaigns, such as National Night Out, DUI presentations or any other neighborhood or City event. Such participation shall be upon City request provided with reasonable notice of the event. Such events will not exceed four (4) requests per year. 16. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS a. Contractor shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other laws, regulations, ordinances, codes and any other legislative or statutory requirements. b. Contractor warrants that the performance of services under this contract shall be compliant with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may be amended or updated throughout the tern of this contract. 17. FINES The Contractor shall be liable for all violation fines levied against the City by any Federal, State or local agency, including but not limited to the Air Quality Management District (AQMD), and the Regional Water Quality Control Board, due to the action or failure to act by Contractor. IS. 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 father agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Contractor shall, throughout the teen 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 25F -40 State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for tenuination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney n By:Aa y- i t � Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas Chief of Police DAVID CAVAZOS City Manager GREATER SOUTHERN CALIFORNIA TOWING, INC. DBA CALIFORNIA TOW Arturo Diaz President 25F -41 EXHIBIT A SCOPE OF SERVICES EXHIBIT A —SCOPE OF SERVICES I. USE OF ROTATIONAL TOW LIST A. CRITERIA AND RULES FOR USE BY POLICE EMPLOYEES The City agrees to utilize the rotational tow list for all service requests initiated by members of the Santa Ana Police Department except where provided for in this agreement. Therefore, the City agrees to operate under the following policy guidelines unless reasonably necessary to deviate due to exigent or unforeseen circumstances: Whenever the driver or owner specifies a particular club, association or tow service to care for his /her vehicle, the garage or tow service requested shall be called and such calls shall not constitute a rotational tow call. 1 When a driver does not specify a particular garage or tow service, the garage or tow service called shall be taken from the rotational list in mnnerical order. When more than one vehicle is to be towed from a collision scene and the drivers do not specify a preference, the rotation list shall be followed on the basis of one tow truck for each vehicle utilizing the numerical rotational order. The rotation list shall be followed on a per vehicle basis rather than per collision or call for service. When multiple Contactors are called to the same incident, the distribution of vehicles shall be determined by the police officer at the scene. 3. If the eligible Contractor does not answer the telephone or acknowledge the call via a software dispatch system, is unable to respond, unable to perform the required services, refuses to respond or provide the requested service, or is cancelled due to an excessive response time, that company shall be passed over and shall not be eligible until the Contractor comes up on the rotation list again. 4. It shall be the responsibility of the Contractor to notify the Police Department if it is unable to respond within the required time limit or with the appropriate equipment for the type of service requested. S. If it is determined the Contractor is not needed and is cancelled by the Police Department or the vehicle owner, the Contractor shall be placed back on top of die rotation list and no charge shall result from the call. 6. The rotation list shall be used on occasions where an officer stores or impounds a vehicle and the driver or owner is not consulted or is not present. 25F -42 7. All employees of the Police Department are specifically prohibited from soliciting or recommending any garage or tow service, either directly or indirectly. All officers are directed to ascertain from the party in charge of the vehicle as to their preference of a towing agency. A request of "no preference" by the person in charge will be. relayed to dispatch by the officer and will result in a call to the Contractor that is next up on the rotation list. B. REPORTING PROCEDURES All officers requesting a tow truck from the rotational list for the towing, storing or impounding of a vehicle shall complete the Santa Ana Police Department storage /impound form when required by Departmental policy or procedure. The form shall be signed by both the officer and the driver of the tow truck. A copy of the Santa Ana Police Department storage /impound form shall be given to the tow truck driver prior to the vehicle being towed from the scene. H. CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES A. WORK ASSIGNMENTS AND SCHEDULE The Contractor shall be available to provide services within the corporate limits of the City of Santa Ana 24 -hours per day, seven (7) days per week, 365 days per year. There are no exceptions for holidays under the project. The Contractor shall also make reasonable accommodations for its personnel to attend meetings with City staff from the Police Department, City Attorney's Office or any other City Agency as required by the Project Manager. B. NVORICING HOURS ArND RESPONSE TItNIES L All services under this contact shall be available 24 -hours per day, seven (7) days per week, 365 -days per year without exception. 2. The owner, principal or business manager of the proposing Contractor shall have a minimum of five (5) years of verifiable experience in the towing for -hire industry. Prior experience performing towing services for a law enforcement agency are highly desirable but not required. If the owner, principal or business manager possessing this requisite experience is no longer employed by the Contractor at any time during the course of the contract, the Contractor shall immediately report such change in condition to the City's Project Manager and participation on the rotation list shall be suspended until a new owner, principal or business manager is identified and approved, 3. The Contractor shall be required to have a dispatcher on -duty 24 -hours per day with the capability to communicate instantly with all trucks and/or drivers assigned to this project. 25F -43 4. All requests for tow services shall be acknowledged or refused within three (3) minutes by the Contractor's dispatcher and response to the scene shall occur within 20 minutes from the time the Contractor is notified by the Police Department's Communications Division. a. The 20 minute response time applies only to tow requests requiring a Class A tow truck. b. The Contractor shall be required to comply with this requirement by providing appropriate staffing levels and, if necessary, strategically staging personnel during peak traffic times to allow drivers sufficient time to arrive while complying with all traffic laws and regulations in their response to service requests. c. For any request requiring a Class B, C or Class D tow truck, the Contractor shall have the necessary equipment on scene within 45 minutes of notification by the Police Department's Communications Division if a Department employee identifies the need for such equipment or when determined by the Contractor's employee after responding to the scene and assessing the situation. 5. The Contractor shall be required to have a minimum of one (1) driver on duty 24 -hours per day, seven (7) days per week. In addition, the Contractor shall have at least one (1) other driver on -call or stand -by. 6. The Contractor will also be required to maintain office hours between 8:00 am and 5:00 pm, seven (7) days a week, 365 days per year so vehicle owners can retrieve stored or impounded vehicles. C. REQUIRED TOW VEHICLES AND EQUIPMENT 1. At a minimum, the Contractor shall possess, maintain and be the listed registered owner of the following classes of tow vehicles (meeting requirements as defined in the most current version of CHP 234B — Tow Truck Inspection Guide): a. Four (4) Class A tow trucks designed for light duty towing operations. b. One (1) Class B tow truck designed for medium duty towing operations. a One (1) Class C tow truck designed for heavy duty towing operations. 2. In addition, the Contractor shall either possess and maintain, or have immediate access to, one (1) Class D tow trick designed for super heavy duty towing operations (meeting requirements as defined in the most current version of CHP 234E —Tow Truck Inspection Guide). Even if subcontracted, this vehicle shall 25F -44 be made available for inspection and the Contractor will be held responsible for the condition and suitability of this vehicle. The company name, business address, telephone number and tow truck identification number shalt be permanently and properly affixed to each vehicle in a manner prescribed pursuant to CVC § 27907. 4. There shall be no words or language affixed to the vehicle associating the Contractor or the vehicle with the Santa Ana Police Department (e.g. "official police tow ") without the prior written approval of the City's Project Manager. 5. At no time shall the Contractor exceed the gross vehicle weight rating (GVWR) and/or safe loading requirements of the tow truck, including, but not limited to, exceeding the tow trucks GVWR, front axle weight rating, rear axle weight rating, maximum tire weight ratings, or failure to maintain 50 percent of the tow truck's unladen weight on the front axle when lifting or carrying a load. 6. The authorized Towing and Storage Fee Schedule shall be posted in public view in all tow trucks. Contractors shall not share equipment with any other Contractor with the limited exception of access to a Class D tow truck as specified above. 8. All of the vehicles identified above and used in accordance with this agreement shall be equipped with the minimum equipment required to perform towing operations as well as the equipment pursuant to CVC § 27700 and the "Service and Other Equipment" section of the CHP 234B (Tow Truck Inspection Guide) form. The Contractor may also be required to carry any other safety devices reasonably required by the City. 9. The contractor shall maintain all vehicles and equipment in good repair for use by the Contractor's employees assigned to perform services pursuant to this agreement. The Contractor shall be responsible for, and pay for all operating expenses, equipment, maintenance and insurance for vehicles assigned to perform work related to this agreement. All tow trucks shall be equipped and maintained in accordance with applicable sections from the California Vehicle Code, Title 13 of the California Code of Regulations, the requirements of this RFP and industry standards. 10. All vehicles shall be kept clean, be free of offensive odors and maintain a professional appearance. 11. All tow trucks shall be inspected annually by the California Highway Patrol and maintain a current Commercial Vehicle Safety Alliance (CVSA) decal. The Contractor shall provide current copies of CHP 234E (Tow Truck Inspection 25F -45 Guide) and CHP 407F (Safetynet Driver /Vehicle Inspection Report) for each vehicle to the City's Project Manager or designee. 12. The Contractor agrees that the Santa Ana Police Department may inspect any vehicle, without prior notice, at any time during normal business hours. 13. The Contractor shall provide instant communication access via cellular phone or radio to all personnel white performing their duties. G. GLOBAL POSITIONING SYSTEM (GPS) It is highly desirable for the Contractor to provide GPS capabilities in all of their tow trucks. If offered for consideration in the Contractor's Response, the City and Contractor shall be able to view this information via computer in real time and the Contractor shall provide GPS reports at the request of the City. H. CONTRACTOR'S BUSINESS OFFICE REQUIREMENTS The Contractor shall maintain an office and storage facility within the corporate limits of the City of Santa Ana and remain in compliance with any requirements imposed by the Police Department, the Planning Division or any other Department, Agency or Agent of the City of Santa Ana in accordance with federal regulations, state law, the Santa Ana Municipal Code and this agreement. 2. It is preferable that the office and storage facility be at the same location to minimize the impact on the community. However, should additional locations exist, the Contractor agrees to conduct all business from the primary facility and any costs associated with operating a secondary location and/or moving vehicles to or from that secondary location shall not be passed along to any customer covered under this agreement. 3. The primary facility shall have a sign clearly visible to the public that identifies the location as a towing service. 4. The business hours shall be clearly posted. 5. The office shall be sufficiently staffed to allow customers to speak with a company representative during normal business hours without unnecessary delay. 6. Current and approved rates pursuant to the Towing and Storage Fee Schedule shall be posted in public view in the Contractor's office and /or storage facility in compliance with California Civil Code § 3070 and CVC § 22651.07. 7. The Contractor shall comply with the provisions of CVC § 22651.1. 25F -46 The Contractor shall maintain records of all tow services furnished by the Contractor at the primacy office location. a. Invoices shall contain the required itemized information pursuant to CVC 22651.07(e). b. Itemized invoices shall contain a distinct notice upon the invoice stating "Upon request, you are entitled to receive a copy of the "Towing Fees and Access Notice." This notice shall be contained within a bordered text box, printed in no less than 10 -point type pursuant to CVC 22651.07(a)(1)(13)(3). 9. The operator's primary business office shall also maintain business records relating to personnel, insurance, personnel taxes, payroll, applicable operating authorities, local operating authorities, lien sale actions, driver's record of duty status (intrastate and /or interstate), and Federal Communication Commission licensing (if applicable). 10. The Contractor agrees that a representative from the Santa Ana Police Department may inspect all business records, facilities and vehicles without notice during normal business hours. 11. The Contractor shall permit the Santa Ana Police Department to make copies of business records at their place ofbusiness or remove business records for the purpose of reproduction. 12. Lien fees, or any fees related to the preparation of a lien, shall not exceed the amounts allowable in the Towing and Storage Fee Schedule, attached hereto as Exhibit B, and in compliance with all relevant provision of the California Vehicle Code and California Civil Code. 1. STORAGE FACILITY AND VEHICLE STORAGE REQUIREMENTS It is preferable that the storage facility is located at the same location as the primary business office. However, if located at a different location than the main office, the storage facility must be within the corporate limits of the City of Santa Ana and have an on -site release office at all storage lots. Persons seeking to take possession of their vehicle or property shall not be required to travel to more than one location to recover their vehicle from the Contractor's custody. 2. The storage facility and all vehicles towed at the direction of the City shall be made available to police personnel 24 -hours per day, 7 -days per week. 3. The entire storage lot must be sufficiently well lit to deter theft. Other theft deterrent devices (e.g. cameras, alarms, on -site personnel, etc.) are highly desirable. 25F -47 4. The storage lot must be completely secured by a wall or fencing and a gate that is able to be locked to maintain security for stored and impounded vehicles. The minimum height requirement for the fence and gate shall be six (6) feet. 5. The storage lot shall be large enough to hold a minimum of 100 vehicles at any given location. This requirement is the minimum area reserved for Santa Ana vehicles and additional space is highly desirable. All vehicles towed by the City shall be stored within the corporate city limits and the vehicle or any of its contents shall be made available for release within the corporate city limits. If multiple storage facilities are maintained, the Contractor shall only use the secondary lot when the primary lot is full and shall not charge for transportation beyond that of the main storage facility. 6. The Contractor shall also provide an inside storage facility, which must consist of four walls with a solid roof and a door equipped with a locking device. Additional security features are highly desirable. This facility shall be sufficient to reasonably protect vehicles from theft, tampering, weather, environmental conditions or any other circumstances that could cause the removal or contamination of evidence. Access to this area by employees or other individuals shall also be restricted. This facility shall be capable of storing a minimum of four (4) mid -sized vehicles for the City of Santa Ana and sufficient space to conduct forensic analysis of the vehicle on -site if necessary. 7. Vehicles impounded pursuant to CVC § 10751 shall be placed in an area of the storage facility that will provide sufficient space and privacy, allowing auto theft investigators to perform a vehicle inspection without delay. This requirement shall be required for the first ten (10) days of impound. 8. Vehicles will not be released, sold or dismantled until a signed release form has been obtained from the Santa Ana Police Department. The signed release form will be kept by the towing company as proof of authority for the release. 9. Release forms are required for impounded vehicles and vehicles with a "hold" placed on them by police department personnel. The release form will indicate they are from the Santa Ana Police Department and shall only be signed by authorized members of the Police Department. a. Stolen vehicles recovered by the Police Department will be released to the victinn/ ownerby the Contractor with proof ofownership. Unless specifically noted, no release will be required from the Police Department. b. Stolen vehicles recovered by the Police Department requiring further investigation as determined by the handling officer will be impounded pursuant to CVC § 22655.5, thereby placing a hold on the vehicle. The impound box will be marked along with an explanation in the narrative. 25F -48 These vehicles will not be released until the victim /owner obtains a release from the Police Department. Q, If the owner of the vehicle is unable to prove ownership to the tow agency, they will be referred to the Santa Ana Police Department and a release will be issued once ownership is established. d. If a registered owner is unable to retrieve their vehicle from storage, a vehicle authorization form shall be provided by the Contractor to the person authorized to pick -up the vehicle. The authorized recipient, on behalf of the registered owner, will be required to provide identification for the Contractor to photocopy (front /back). 10. When a vehicle is impounded, the towing company will place the word "hold" or other similar notation on the windshield of the vehicle. This is to minimize unauthorized contact with the vehicle and to provide control measures to prevent the inadvertent release. a. The responsibility for determining and placing the word "hold" or other similar notation on the windshield of the vehicle will be the responsibility of the Contractor at the time of vehicle possession. The Contractor's employee signature on the storage /impound report will acknowledge an understanding of the type of report completed by the officer and any necessary holds. The Contractor should clarify any misunderstandings or omissions on the report at this time. 11. Vehicles towed or stored with an "evidence hold" shall not be touched, moved or tampered with in any manner without the written consent of the City's Project Manager or designee, 12. The Contractor agrees to tow and store vehicles taken pursuant to an "evidence hold" as defined in CVC §§ 22655.5 or 22655(a) without charge to the City and agrees to release the vehicle to the owner at the City's request. Unless waived in whole or in part by the City's Project Manager, the tow company may pursue collections from the registered owner for these charges but shall not exceed the cost of the tow and storage fees for a maximum of thirty (30) days. Furthermore, the Contractor may attempt to collect these fees, or make arrangements to collect these fees, at the time of release but shall not hold the vehicle in lieu of payment unless specifically authorized by the City's Project Manager or designee. 13. In any case where the Police Department inadvertently and /or erroneously causes the impound or storage of a vehicle, or fails to properly notify the owner in a timely manner, the Contractor agrees to release the vehicle at the request of the City's Project Manager or designee and waive all fees or charges associated with the tow. 25F -49 14. Any personal property released from a vehicle shall occur at the business office or primary storage facility and shall require authorization from the Police Department. All property shall be released pursuant to CVC § 22851(b) and CVC § 22651.07. Personal property includes any property not affixed to the vehicle (e.g. clothes, cell phones, papers, pull -out / detachable face radios, etc.) J. CUSTOMER SERVICE Contractor shall provide service which is accessible, courteous, responsive, timely, equitable and given in the spirit of professionalism and mutual respect. Contractor's personnel are a reflection of the City of Santa Ana and, as such, are expected to: Interact with customers and City officials, whether in person or on the phone, in a pleasant, respectful and professional manner. 2. Give full attention to each customer's needs by asking questions. Provide information, products and service in an accurate, organized and complete manner. Determine that the customer's request has been fulfilled. 3. Maintain a professional demeanor at all times that is free from ride, discourteous or harassing behavior. 4. Comply with all federal, state, county, and city laws and regulations. 5. Use adequate equipment that is kept clean and neat at all times. 6. Train other Contractor employees to be polite and courteous during public contact. 7. Employ truth and accuracy in reporting customer service records. K. RATES AND FEES Notwithstanding other provisions of this agreement related to rates and fees, the Contractor agrees to comply with the following provisions as they relate to rates and fees charged in accordance with this agreement: For services provided pursuant to this Agreement, the Contractor shall collect towing, storage and other service fees from the vehicle owner at the time of release. Said fees shall comply with the Santa Ana Police Department's Towing and Storage Fee Schedule, attached hereto as Exhibit B, and incorporated by this reference. 25F -50 2. The Contractor acknowledges that the fee schedule is intended to list the maximum amounts for services rendered but nothing in this Agreement shall preclude the Contractor from charging less than the maximum fee allowed. 3. Nothing shall prohibit a Contractor from sending a Class B, C or D tow truck to a call requiring a lighter class tow truck to perform requested services. However, the Contactor acknowledges that fees may only be charged for the class necessary to perform the requested services and not necessarily for the class of tow trick dispatched to the call. 4. No fees may be charged for personnel, equipment or services reasonably necessary to perform the required service. 5. No lien shall be placed on dne vehicle for services performed or initiated, and subsequently cancelled on -scene by the Santa Ana Police Department, unless the Contractor has presented a written statement to the vehicle's registered owner or agent for the signed authorization of services to be performed pursuant to Civil Code § 3068(a). a. The Contractor shall not attempt to take possession of a vehicle in order to establish a lien for any services performed or initiated and subsequently cancelled. K The Contractor shall not bill the City of Santa Ana or Santa Ana Police Department for any services performed or initiated, and subsequently cancelled by the department. However, in such cases, the incident shall not be considered a rotational call and the Contractor shall be returned to the top of the rotation list. 6. The Towing and Storage Fee Schedule shall be posted in the business offices, storage facilities and tow tricks pursuant to CVC § 22651.07. Rate adjustments may be considered based on the criteria set forth in this Agreement, 8. Contractor's failure to comply with the Towing and Storage Fee Schedule shall be subject to disciplinary action. 9. The Contractor shall not seek payment fiom the City of Santa Ana for services provided pursuant to this Agreement. However, the City shall be responsible for the following charges ordered by the City pursuant to this Agreement: a. Collision cleanup as outlined in this Agreement; b. Other services authorized by the City's Project Manager prior to the performance of said duties. 25F -51 L. MISCELLANEOUS PROVISIONS 1. The Contractor shall have a Carrier Identification and a valid Motor Carrier Property (MCP) permit, which shall be provided to the City's Project Manager or designee. The expiration or suspension of the MCP shall result in immediate suspension from the rotation list as wet[ as possible disciplinary action. 2. There may be times when the Contractor comes across a vehicle blocking the roadway although not assigned to the call or next on the rotation list. At the discretion of the officer at the scene, the Contractor may be directed to assist in moving the vehicle to the side of the roadway only. This service shall be provided without cost to the City or vehicle owner, and shall not affect the Contractor's position on the rotation list. 3. The Contractor shall be held accountable for all vehicles, personal property and vehicle accessories once the vehicle is in the possession of the driver and /or stored at their facility. The Contractor agrees to relieve the City, its officers, agents and employees of all responsibility once the vehicle is in the custody of the Contractor. 4. There shall be no photography or video recording at the scene of a tow or collision by the Contractor or any employee unless directly related to the towing operation. Photographs or video recordings shall only be directed at vehicles or the area immediately surrounding the vehicle but in no case shall capture any image of a person(s) injured or killed at the scene. 5. The Contractor, nor any employee of the Contractor, shall accept from any person or offer a gratuity to any member of the City in violation of CVC § 12110(a) and the City's gift ban ordinance. 6. The Contractor shall remain in compliance with CVC § 10652 as required. 7. Due to the negative perception of Private Party Impounds (PPI's) and the nexus to predatory towing practices, whether actual or perceived, the City of Santa Ana and the Santa Ana Police Department have an interest in ensuring any Contractor working on its behalf is not associated with these practices. In addition, tow companies that engage in PPI's are subjected to complaints and investigations on a more frequent basis than those that do not participate in this facet of the towing business. Therefore, the City strongly discourages any Contractor assigned to the rotational tow list from engaging in PPI's within the corporate limits of the City of Santa Ana. Subject to the investigative process outlined in the RFP, any company found to be in violation of PPI regulations including, but not limited to, applicable sections of CVC § 22658 or any other laws or regulations associated with PPI's shall be subject to suspension or invnediate removal from the rotation list for sustained complaints or convictions for violations of the law, 25F -52 M. UTILIZATION OF DISPATCH AND TRACKING SOLUTIONS SOFTWARE The City uses Dispatch & Tracking Solutions (DTS) software for its rotational towing administration. The Contractor shall agree to utilize the most recent, updated, upgraded Dispatch & Tracking Solutions software program (DTS), or any other software solution selected by the City, to dispatch and track tow activity via a web -based Internet connection. All tow requests originating from the Santa Ana Police Department may be made utilizing this program. The Contractor's failure to have the DTS program in full operation and to acknowledge tow requests in a timely manner pursuant to this RFP shall result in a finding of default and shall result in immediate suspension from the tow rotation list. Failure to remedy the problem shall be grounds for the termination of the agreement between the City and the Contractor. The Contractor must be willing to must enter into a separate agreement, contract, or license for DTS software, or any other software solution implemented by the City, with the owner of that proprietary software. The City shall not provide the software program, any licensing or sub - licensing thereof or any intermediary services for the procurement by the Contractor of the software program. This Contract shall not be executed by the City until the Contractor has demonstrated to the City's Project Manager or designee satisfactory compliance with the requirements set forth herein. The Contractor shall be liable for all fees, charges, rates and service charges required for the procurement and use of DTS software or any similar software solution. If the City should elect to use a different program than DTS at sorne point in the future, the Contractor agrees to comply with the above requirements as it relates to the new software solution after provided reasonable notice by the City and sufficient opportunity to procure said software program. N. RESPONSIBILITIES WHEN RESPONDING TO CALLS FOR SERVICE 1. When the Contractor is called to the scene of a vehicle tow or a collision scene, the Contractor's employee will clean -rip all debris at the scene in accordance with CVC § 27700 without charge to the City. a. If this service does not result in a vehicle tow, it shall not be considered a rotational call and the tow company shall be placed back on the top of the rotational tow list. b. Police employees should not call a rotational tow to the scene of a collision for the sole purpose of cleaning up debris. However, should this occur or become necessary, the Contractor may bill the City for the cost of the response in accordance with the City's Towing and Storage Fee Schedule. 25F -53 O. PERFORMANCE DURING INCLEMENT WEATHER OR DISASTERS The Contractor acknowledges that the services provided under this contract are integral to the operations of the City of Santa Ana and the Santa Ana Police Department. Therefore, the Contractor agrees to perform the duties of this contract regardless of weather or other adverse conditions including, but not limited to, any disasters whether man -made or acts of God. 2. During periods of inclement weather or disaster, the Contractor shall agree to adjust staffing levels to meet the increased demands for service during these times. 3. Should the Contractor be unable to fulfill their responsibilities under the conditions described in this section, the Contractor shall be responsible for any and all costs incurred by the City should the need to hire outside contractors become necessary to meet the needs of the Police Department due to the Contractor's default. P. PROTECTION OF THE PUBLIC AND DAMAGES TO EXISTING STRUCTURES 1. The Contractor shall exercise due care and caution at all times for the protection of all persons and property. All fines, penalties and/or repair charges resulting from the Contractor's actions shall be the sole responsibility of the Contractor. 2. Understanding that the Contractor will respond to calls involving traffic collisions or traffic hazards, and pursuant to CVC § 22513, the Contractor shall only place or use equipment to block vehicle traffic lanes or render assistance to a motorist while exercising due care for the safety of the tow truck driver, the motorist and the motoring public. Tow hock drivers should be trained in scene management in accordance with this section. The Contractor shall ensure that all appropriate traffic safety warning devices are utilized as deemed necessary. Contractors will be required to respond to calls where vehicles have collided with other objects and may have already caused damage to varying degrees. The methods proposed _by the Contractor for towing and recovery services shall be reasonable and consistent with industry standards, best practices, and in a manner that shall not cause unnecessary additional harm, deface or damage any City or private property. In the event that damage to the City's right -of -way or private property has occurred due to the negligence of the Contractor, the Contractor shall be solely responsible for its repair or replacement in excess of the amount covered by the required insurance. 25F -54 Q. SPECIFICATIONS This Scope of Services is intended to cover all labor, material and standards of workmanship to be employed for in this work plan or reasonably implied by terms of same. Work or materials of a minor nature which may not be specifically mentioned, but which may be reasonably assumed as necessary for the completion of this work, shall be performed by the Contractor as if described in the specifications. R. RECORDS L The Contractor shall keep accurate records concerning all vehicle tows, vehicle storages and vehicle releases or disposition. 2. In addition, the Contractor shall maintain accurate records of his/her employees or agents and provide the City with names and telephone numbers of emergency contact employees. 3. The Contractor shall complete a report each calendar month indicating the number of calls for service, the number of vehicles towed, the number of vehicles in storage (regular and secure) and their current status, vehicles released, vehicles sent to lien sale, the status of any other vehicles or services rendered by the Contractor on behalf of the City, f rPS information (if requested by the City) or any other information as may be required by the City's Project Manager or designee. 4. A phone log will be submitted monthly of all calls from the Santa Ana Police Department to the Contractor, identifying whether or not those calls required a request for service, and a description of the action taken as a result of the call. 5. The Contractor shall provide monthly customer service phone logs from the public; indicating naive, date, time and phone number of caller, reason for the call, any specific requests, the Contractor's response or action, and the amount of time required to address request. Such logs shall be accurate and truthful. 6. The Contractor shall permit the City to inspect and audit its books and records regarding City provided services at any reasonable time. S. AUDITS AND INSPECTIONS The Chief of Police or his designee shall conduct regular audits and inspections of the Contractors) assigned to this project to ensure they are fulfilling their responsibilities in accordance with the terns and conditions of this agreement. All work found during such audits or inspections to be substandard or failing to conform to the requirements of this agreement shall be corrected immediately by the Contractor and the City shall have the right to immediately suspend the Contractor from the rotation list until the 25F -55 issue(s) is/are corrected. Failure to correct in a reasonable timeline as outlined in this Agreement may result in termination of the contract. T. INVESTIGATION OF COMPLAINTS, LAWS, RULES, OR TERMS AND CONDITIONS OF AGREEMENT Whenever a complaint or allegation is lodged against a Contractor or initiated by the Police Department, the Traffic Commander shall assign a supervisor from the Traffic' Division to investigate any allegations. A fair, impartial and comprehensive investigation shall be conducted and the findings documented for review. To the extent required by law, the Contractor shall cooperate fully in the investigation and provide any documentation requested by the investigator to assist in making a finding. In addition, the Contractor shall be given the opportunity, either orally or in writing, to respond to the complaint at the point deemed appropriate by the investigator. The City expects that the Contractor will demonstrate professional business practices and truth in reporting as it relates to any records or information requested. Minor infractions shall include, but not be limited to, situations such as poor customer service, failure to comply with non - safety related terns of the agreement, or minor equipment or facility deficiencies. Major infractions shall include, but not be limited to, situations involving honesty, integrity, safety, security, gross overcharging of a customer or a pattern of overcharging, failure to comply with the provisions of CVC § 22658 as it relates to PPI's, criminal violations (moral turpitude, DUI, drug related offenses, theft, etc.), or significant, repeated or flagrant violations of this agreement. If it is determined that criminal charges are appropriate, the assigned investigator shall document the incident on a crime report and present the case to the appropriate prosecuting authority for review. Based on the nature and seriousness of the misconduct being investigated, the Chief Of Police may temporarily suspend the Contractor, or its agent individually, from the rotation list until the investigation is completed and a proper disposition is reached. The standard for sustaining a complaint against the Contractor or the Contractor's agent shall be a preponderance of the evidence, regardless of the nature of the violation. Other investigative findings may include unfounded (false or factually incorrect), exonerated (action occurred but was lawful or within the terns of this agreement) or not sustained (inconclusive due to insufficient evidence or independent witnesses). All complaints shall be forwarded to the Traffic Commander for review, approval and deterninafion/recommendation of discipline if appropriate. 25F -56 U. DISCIPLINARY ACTION The Contractor agrees that failure by the Contractor, or its agent, to comply with the law or terms and conditions of this agreement shall be cause for administrative disciplinary action. However, nothing in this agreement shall preclude the City from taking appropriate enforcement action for violations of the law, Within 60 days of receipt of the complaint, the Traffic Commander shall review the findings of the investigation and recommend disciplinary action if appropriate. The Traffic Commander shall take into account the nature of the complaint, the findings of the investigation, past complaints against the Contractor and past practice of the Department to maintain equitable treatment of all Contractors assigned to the rotational tow list. Depending on the nature and complexity of the sustained violation, the Traffic Commander may allow the Contractor or designee to provide a brief written statement for consideration and /or may contact Contractor to ask additional questions. Disciplinary action shall typically be progressive in nature and based on the Contractor's record during the previous five (5) years from the date of complaint. Therefore, multiple infractions for similar offenses, regardless of their severity, will result in increased disciplinary action. However, this does not preclude the Traffic Commander from recommending more serious sanctions where major rule violations have been committed or there are aggravating facts associated with the misconduct. The following actions may be recommended: I. No further action, 2. Issue a written warning, 1 Impose a suspension for minor violations (one (1) to 30- days), 4, Impose a suspension for multiple minor violations or a single major violation (30 to 90- days). 5. TernYination of the contract for cause and immediate removal from the rotation list. The Contractor shall be notified in writing of the City's intent to impose disciplinary action. The Traffic Commander shall have the authority to impose discipline up to and including the imposition of a suspension for minor violations as long as the suspension does not exceed 30 -days in length. However, nothing in this article shall preclude the Traffic Commander from reducing the recommended discipline based on mitigating facts. Recommended suspensions exceeding 30- days in length or termination from the rotation list shall be approved by the Field Operations Bureau Commander prior to imposition. The Traffic Commander may recommend to the Chief of Police the immediate termination of this agreement if the conduct of the Contractor, or agents, are determined to pose a danger to the public, have all excessive number of complaints 25F -57 that tax the investigative resources of the Police Department, or the Contractor's actions reflect negatively upon the City. V. RIGHT TO APPEAL Upon receipt of a notice to impose disciplinary action, the Contractor shall have the right to submit a written appeal within ten (10) business days to the Field Operations Bureau Commander. The Field Operations Bureau Commander shall issue their findings in writing within ten (10) business days of the receipt of written appeal. If the Contractor disagrees with the findings of the appeal, their final remedy shall be the opportunity to submit a written appeal to the Chief of Police within ten (l0) business days, via the Traffic Commander. The Chief of Police shall issue a written decision within (10) business days. The decision of the Chief of Police shall be final. Disciplinary action shall not be imposed until the hearing and appeal process has been exhausted. However, if the conduct of the Contractor is deemed to be so egregious or poses a danger to public safety, the City may exercise its right to immediately suspend the Contractor as set forth in this agreement. In such cases, the time during which the Contractor is suspended may be applied to the balance of a suspension imposed by the City, at the discretion of the hearing officer, and shall be the Contractor's only remedy as far as a pre- hearing suspension is concerned. Any time in excess of that credited toward an imposed suspension shall be lost. Failure to request an appeal, submit a written appeal, or appear at a mutually agreed upon hearing will waive the Contractor's right to further appeal and disciplinary action shall be imposed. W. SUPERVISION OF CONTRACT AND MEETINGS WITH CITY All work shall meet with the approval of the Santa Ana Police Department. As determined necessary by the City, there shall be a minimum of one monthly meeting with the Contractor and the City representative during the first year to determine progress and to establish areas needing attention. Status reports of activities performed by the Contractor will be submitted in writing to the City on a monthly basis or as determined necessary by the City. Any specific problem area which does not meet the conditions of the specifications set forth herein shall be called to the attention of the Contractor and if not corrected immediately, or within a reasonable period, may result in the Contractor being found in default of this agreement, which may result in suspension from the rotation list until the issue(s) is /are corrected in a satisfactory manner as set forth in the specifications or termination. 25F -58 X. MATERIALS AND EQUIPMENT The contractor shall make a reasonable effort to purchase equipment and materials in the City of Santa Ana and to utilize Santa Ana vendors. Contractor shall report its efforts as requested by the City. Y. DEFINITIONS 1. City — shall mean City of Santa Ana and representatives of the City of Santa Ana (e.g. Police Department or its agents). 2. City's Project Manager — shall be synonymous with the Traffic Commander for purposes of this project. 3. Contractor — shall mean any towing company submitting a response to this RFP and selected to perform services for the City on the Rotational Tow List, and shall include all employees or agents of said company. 4. Inclement Weather or Disasters — any adverse weather or environmental conditions, regardless of severity or duration, which places an increased demand or strain on public services, including tow operations, whether man- made or acts of God. 5. Street —all paved dedicated public rights-of-way within the existing or future City limits. 6. Public Property — any property under the control and direction of the City of Santa Ana or any other government agency within the corporate limits of the City of Santa Ana or State of California. 7. Private Property — any property that is privately owned or held by someone other than a government agency. 25F -59 EXHIBIT B FEESCHEDULE AUTHORIZED TOWING AND STORAGE FEE SCIIEDULE* Service F R.�.-: F'.2�"`Y's��*`+ Stored Vehicle Release Fee (PD) $75.00 Class A $195.00 Class B or Flatbed $225.00 Class C $325.00 Class D $360.00 Dolly, Go -Jacks or Linkage Fee $60.00 Rollover or Winching Fee $130.00 Clean -up Fee (fee to City capped at $35.00 per occurrence) $60.00 Hazmat Fee (per five (5) gallon bucket) $115.00 Vehicle Storage Fees (Daily) Class A — Outside $55.00 Class A — Inside $60,00 Class B — Outside $60.00 .__ Class B — Inside _.- ............_ ...................... -- $65.00 Class C or Class D — Outside $65.00 Class C or Class D — Inside $70.00 After Hours Release 50% of the authorized towing charge Minimum Service Call or Drop Fee 50% of the authorized towing charge Lien Sale As authorized by the California Civil and Vehicle Codes Mileage (per mile outside the corporate city limits) $g,00 * Fees indicated herein will become the City's maximum authorized rates effective at the time of contract implementation; minimum 1 hour. 25F -60 SERVICE AGREEMENT ROTATIONAL TOW PROVIDER THIS AGREEMENT, made and entered into this 16th day of August, 2016 by and between Hadley Tow, Inc., a California corporation doing business as California Tow (hereinafter "Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a contractor having special skill and knowledge in the field of providing vehicle towing and storage services. B. Contractor represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terns and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall provide vehicle towing and storage service at the request of the Santa Ana Police Department, on a rotational basis, in accordance with the terns and conditions set forth in the Scope of Service, attached hereto as Exhibit A and incorporated by this reference. The City intends to contract with several tow companies to provide necessary towing services on a rotational basis. Towing services may include, but are not limited to, towing vehicles from public or private property at the direction of Police employees, owner's request for a tow made via the Police Department, the storage of vehicles, the secure storage of vehicles containing evidentiary value, debris clean -up and removal, recovery services and administrative oversight of vehicles in the custody of the contractor. 2. COMPENSATION a. The parties intend that towing and storage fees will be paid by the vehicle owner at the rates and charges set forth in Contractor's then current and approved fee schedule, attached as Exhibit B and incorporated by this reference. b. When Contractor provides services chargeable to the City as set forth in Exhibit A, the Contractor shall submit a monthly invoice by the 15th of the month to the City for Exhibit 3 25F -61 any such services rendered in the prior month, if applicable. The invoice shall include all information enumerated in California Vehicle Code ( "CVC ") § 2265t.07(e) and include the following information: i. Contractor's invoice number ii. Santa Ana Police Department's case number c. Payment by City shall be made within sixty (60) days following receipt of proper invoice, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance for professional towing services or in accordance with the standards set forth in this agreement. d. Adjustments to the Towing and Storage Fee Schedule The Traffic Commander shall examine the towing and storage rates authorized in accordance with this agreement on an annual basis. The Traffic Commander may recommend to the Division Commander and the Chief of Police to adjust the towing and storage rates, not to exceed two percent (2 %) annually, based on the most recent statistics, as follows: the two indices which will be used for determining adjustments to the towing and storage fee schedule shall be the prior twelve (12) months, reporting month December, Consumer Price Index (CPI) for All Urban Consumers for Los Angeles- Anaheim - Riverside Consolidated Metropolitan Statistical Area, published by the United States Department of Labor's Bureau of Labor Statistics or any relevant successor for the Orange County area, and the twelve (12) month December Producer Price Index for Petroleum (PPI). The adjustment formula shall be as follows: The CPI shall be weighted at ninety (90 %) percent and PPI shall be weighted at ten (10 %) percent. However, fee adjustments will only be made if justified and shall occur at the sole discretion of the Chief of Police based on recommendations from the Traffic Commander. 3. TERM This Agreement shall commence on September 1, 2016 and continue through August 31, 2019, with two (2) one (1) year options to renew exercisable at the option of the City unless terminated earlier in accordance with Section 11, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, ajoint venture relationship, or to allow the City to exercise discretion or control over the professional . manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment 25F -62 insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Contract, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance — the Contractor shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting there from and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting there from, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. b. Business Automobile Liability Insurance, or equivalent form, shall be maintained by the Contractor 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 as well as uninsured motorist coverage with a combined single limit of not less than $1,000,000 per occurrence. c. Worker's Compensation Insurance— in accordance with the provisions of Section 3300 of the Labor Code, Contractor is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Contract, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Garage Liability and Garage Keeper's Liability Insurance — the Contractor shall maintain garage liability insurance to include all premises; operations and coverage for bodily injury and property damage with a combined single limit of not less than $1,000,000 per occurrence as well as garage keeper's liability insurance for vehicles in the care, custody and control of the operator in the storage facility with a single limit of not less than $100,000 per occurrence. e. On -Hook Insurance -- the Contractor shall maintain on -hook insurance with limits not less than those required by the - California Highway Patrol: 1. Class A tow trick - $25,000 2. Class B tow truck - $50,000 3. Class C or Class D tow truck- $100,000 25F -63 f. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: 1. Commercial general liability and business automobile insurance policies shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insned(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. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. 2. Certificates of insurance shall be furnished to the City upon execution of this Contract and shall be approved in form by the City Attorney. 3. All of the Contractor's storage facilities shall be listed in the certificates of insurance. 4. 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. g. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Contract. Such termination shall not affect Contractor's right to be paid for services satisfactorily provided in accordance with this agreement prior to notification of termination. The Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Contract (including, without limitation, defects in workmanship and /or materials) or Contractor's presence or activities conducted performing the work (including the negligent and /or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees 25F -64 in any action on or to enforce the ternns of this Contract. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. 7. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 8. NOTICE With the exception of insurance certificates and renewals, 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 Fax 714- 647 -6956 With courtesy copies to: Office of the Chief of Police City of Santa Ana Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 Fax 714 - 245 -8190 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 To Contractor: Hadley Tow, Inc. 818 East Walnut Street Santa Ana, CA 92701 Fax 714 -568 -1639 25F -65 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. 9. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terns of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terns and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 10. ASSIGNMENT a. Inasmuch as this Contract is intended to secure the specialized services of Contractor, the Contractor may not sell, assign, transfer, delegate or subcontract any interest herein without the prior written consent of City and any such sale, assignment, transfer, delegation or subcontract without the City's prior written consent shall nullify and void any existing contract with the City. b. Unless previously approved by the City, the sale or transfer of the controlling interest in a company shall be cause for immediate termination of this contract and the Contractor shall be replaced on the Rotational Tow List by another company on an existing eligibility list or during a future RFQ process. 11. TERMINATION a.The City reserves the right to inunediately terminate the contract, without penalty, for cause. b. In the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner required, or if Contractor violates any provision of this 25F -66 Agreement, Contractor shall be deemed in default. City shall provide written notice of such default to Contractor's Project Manager. If possible, the Contractor shall cure said default within a period of two (2) working days. If such cure is not completed in a timely manner, City may terminate the Agreement forthwith by giving written notice to Contractor's Project Manager. The City may, in addition to the other remedies provided in this Agreement or authorized by law, terminate this Agreement by giving written notice of termination. Contractor shall be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during Contractor's default. c. As described in Exhibit A, concerning the investigation and disposition of complaints, the City may terminate this agreement immediately for cause if it has been determined by the Traffic Commander, with concurrence from the Field Operations Bureau Commander, that the Contractor has committed major or minor rule violations associated with this agreement, or has committed violations of the law, and termination of the contract is deemed to be the appropriate disposition. d. This agreement may be terminated without cause by City by written notice delivered to the Contractor either personally or by mail, thirty (30) days prior to the end of the then current tern. Upon termination, City shall pay Contractor for services rendered as specified in the Agreement prior to the effective date of termination. 12. CONTRACTOR OPTION FOR TERMINATION The Contractor may request tennination of the contract when conditions during the contract make it impossible to perform or when prevented from proceeding with the contract by act of God, by law or official action of a public authority or in the event of nonpayment by the City. Such request will require ninety (90) days written notice prior to contract termination date requested. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach. 13. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS Contractor shall make every effort to solicit and advertise employment opportunities to Santa Ana residents. The City shall inform the Contractor of areas to publicize recruitment opportunities, such as work centers and community centers. 25F -67 Contractor shall provide to City, a description of efforts and procedures used to notify residents of employment opportunities as they occur but, at a minimum, once each year prior to the City exercising its option to extend the contract. 15. CONTRACTOR'S PARTICIPATION AT COMMUNITY MEETINGS, EVENTS AND PUBLIC AWARENESS CAMPAIGNS If requested by City, the Contractor shall agree to participate in community meetings, community events and public awareness campaigns, such as National Night Out, DUI presentations or any other neighborhood or City event. Such participation shalt be upon City request provided with reasonable notice of the event. Such events will not exceed four (4) requests per year. 16. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS a. Contractor shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other laws, regulations, ordinances, codes and any other legislative or statutory requirements. b. Contractor warrants that the performance of services under this contract shall be compliant with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may be amended or updated throughout the term of this contract. 17. FINES The Contractor shall be liable for all violation fines levied against the City by any Federal, State or local agency, including but not limited to the Air Quality Management District (AQMD), and the Regional Water Quality Control Board, due to the action or failure to act by Contractor. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the 25F -68 State of California, the City of Santa Ana and all other goverrunental agencies. Contractor- shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20, MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Cleric of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney &y F. 6� Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas Chief of Police CITY OF SANTA ANA DAVID CAVAZOS City Manager HADLEY TOW, INC. Mark Hassan President 25F -69 EXHIBIT A SCOPE OF SERVICES EXHIBIT A —SCOPE OF SERVICES I. USE OF ROTATIONAL TOW LIST A. CRITERIA AND RULES FOR USE BY POLICE EMPLOYEES The City agrees to utilize the rotational tow list for all service requests initiated by members of the Santa Ana Police Department except where provided for in this agreement. Therefore, the City agrees to operate under the following policy guidelines unless reasonably necessary to deviate due to exigent or unforeseen circumstances: Whenever the driver or owner specifies a particular club, association or tow service to care for his /her vehicle, the garage or tow service requested shall be called and such calls shall not constitute a rotational tow call. 2. When a driver does not specify a particular garage or tow service, the garage or tow service called shall be taken from the rotational list in numerical order. When more than one vehicle is to be towed from a collision scene and the drivers do not specify a preference, the rotation list shall be followed on the basis of one tow trick for each vehicle utilizing the numerical rotational order. The rotation list shall be followed on a per vehicle basis rather than per collision or call for service. When multiple Contactors are called to the same incident, the distribution of vehicles shall be determined by the police officer at the scene. 3, If the eligible Contractor does not answer the telephone or acknowledge the call via a software dispatch system, is unable to respond, unable to perform the required services, refuses to respond or provide the requested service, or is cancelled due to an excessive response time, that company shall be passed over and shall not be eligible until the Contractor comes up on the rotation list again. 4. It shall be the responsibility of the Contractor to notify the Police Department if it is unable to respond within the required time limit or with the appropriate equipment for the type of service requested. 5. If it is determined the Contractor is not needed and is cancelled by the Police Department or the vehicle owner, the Contractor shall be placed back on top of the rotation list and no charge shall result from the call. 6. The rotation list shall be used on occasions where an officer stores or impounds a vehicle and the driver or owner is not consulted or is not present. 25F -70 All employees of the Police Department are specifically prohibited from soliciting or recommending any garage or tow service, either directly or indirectly. All officers are directed to ascertain from the party in charge of the vehicle as to their preference of a towing agency. A request of "no preference" by the person in charge will be relayed to dispatch by the officer and will result in a call to the Contractor that is next up on the rotation list. B. REPORTING PROCEDURES All officers requesting a tow truck from the rotational list for the towing, storing or impounding of a vehicle shall complete the Santa Ana Police Department storage /impound form when required by Departmental policy or procedure. The forni shall be signed by both the officer and the driver of the tow truck. A copy of the Santa Ana Police Department storage /impound form shall be given to the tow truck driver prior to the vehicle being towed from the scene. II. CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES A. WORK ASSIGNMENTS AND SCHEDULE The Contractor shall be available to provide services within the corporate limits of the City of Santa Ana 24 -hours per day, seven (7) days per week, 365 days per year. There are no exceptions for holidays under the project. The Contractor shall also make reasonable accommodations for its personnel to attend meetings with City staff from the Police Department, City Attorney's Office or any other City Agency as required by the Project Manager. B. WORKING HOURS AND RESPONSE TIMES 1. All services under this contact shall be available 24 -hours per day, seven (7) days per week, 365 -days per year without exception. 1 The owner, principal or business manager of the proposing Contractor shall have a minimum of five (5) years of verifiable experience in the towing for -hire industry. Prior experience performing towing services for a law enforcement agency are highly desirable but not required. If the owner, principal or business manager possessing this requisite experience is no longer employed by the Contractor at any time during the course of the contract, the Contractor shall immediately report such change in condition to the City's Project Manager and participation on the rotation list shall be suspended until a new owner, principal or business manager is identified and approved. 3. The Contractor shall 'be required to have a dispatcher on -duty 24 -hours per day with the capability to communicate instantly with all trucks and /or drivers assigned to this project. 25F -71 4. All requests for tow services shall be acknowledged or refused within three (3) minutes by the Contractor's dispatcher and response to the scene shall occur within 20 minutes from the time the Contractor is notified by the Police Department's Communications Division. a. The 20 minute response time applies only to tow requests requiring a Class A tow truck. b. The Contractor shall be required to comply with this requirement by providing appropriate staffing levels and, if necessary, strategically staging personnel during peak traffic times to allow drivers sufficient time to arrive while complying with all traffic laws and regulations in their response to service requests. c. For any request requiring a Class B, C or Class D tow truck, the Contractor shall have the necessary equipment on scene within 45 minutes of notification by the Police Department's Communications Division if a Department employee identifies the need for such equipment or when determined by the Contractor's employee after responding to the scene and assessing the situation. 5. The Contractor shall be required to have a minimum of one (1) driver on duty 24 -hours per day, seven (7) days per week. In addition, the Contractor shall have at least one (1) other driver on -call or stand -by. 6. The Contractor will also be required to maintain office hours between 8:00 am and 5:00 pm, seven (7) days a week, 365 days per year so vehicle owners can retrieve stored or impounded vehicles. C. REQUIRED TOW VEHICLES AND EQUIPMENT 1. At a minimum, the Contractor shall possess, maintain and be the listed registered owner of the following classes of tow vehicles (meeting requirements as defined in the most current version of CHP 234B — Tow Truck Inspection Guide): a. Four (4) Class A tow trucks designed for light duty towing operations. b. One (1) Class B tow truck designed for medium duty towing operations, c. One (1) Class C tow truck designed for heavy duty towing operations. 2. In addition, the Contractor shall either possess and maintain, or have immediate access to, one (1) Class D tow truck designed for super heavy duty towing operations (meeting requirements as defined in the most current version of CHP 234B —Tow Truck Inspection Guide), Even if subcontracted, this vehicle shall 25F -72 be made available for inspection and the Contractor will be held responsible for the condition and suitability of this vehicle. 3. The company name, business address, telephone number and tow trick identification number shall be permanently and properly affixed to each vehicle in a manner prescribed pursuant to CVC § 27907. 4. There shall be no words or language affixed to the vehicle associating the Contractor or the vehicle with the Santa Ana Police Department (e.g. "official police tow ") without the prior written approval of the City's Project Manager. 5. At no time shall the Contractor exceed the gross vehicle weight rating (GV WR) and /or safe loading requirements of the tow truck, including, but not limited to, exceeding the tow trucks GVWR, front axle weight rating, rear axle weight rating, maximum tire weight ratings, or failure to maintain 50 percent of the tow truck's unladen weight on the font axle when lifting or carrying a load. 6. The authorized Towing and Storage Fee Schedule shall be posted in public view in all tow trucks. 7. Contractors shall not share equipment with any other Contractor with the limited exception of access to a Class D tow truck as specified above. 8. All of the vehicles identified above and used in accordance with this agreement shall be equipped with the minimum equipment required to perform towing operations as well as the equipment pursuant to CVC § 27700 and the "Service and Other Equipment" section of the CHP 234B (Tow Truck Inspection Guide) form. The Contractor may also be required to carry any other safety devices reasonably required by the City. 9. The contractor shall maintain all vehicles and equipment in good repair for use by the Contractor's employees assigned to perform services pursuant to this agreement. The Contractor shall be responsible for, and pay for all operating expenses, equipment, maintenance and insurance for vehicles assigned to perform work related to this agreement. All tow trucks shall be equipped and maintained in accordance with applicable sections from the California Vehicle Code, Title 13 of the California Code of Regulations, the requirements of this RFP and industry standards. 10. All vehicles shall be kept clean, be free of offensive odors and maintain a professional appearance. 11. All tow tracks shall be inspected annually by the California Highway Patrol and maintain a current Commercial Vehicle Safety Alliance (CVSA) decal. The Contractor shall provide current copies of CHP 234B (Tow Truck Inspection 25F -73 Guide) and CHP 407F (Safetynet Driver /Vehicle Inspection Report) for each vehicle to the City's Project Manager or designee. 12. The Contractor agrees that the Santa Ana Police Department may inspect ally vehicle, without prior notice, at any time during normal business hours. 13. The Contractor shalt provide instant communication access via cellular phone or radio to all personnel while performing their duties. G. GLOBAL POSITIONING SYSTEM (GPS) It is highly desirable for the Contractor to provide GPS capabilities in all of their tow tricks. If offered for consideration in the Contractor's Response, the City and Contractor shall be able to view this information via computer in real time and the Contractor shall provide GPS reports at the request of the City. H. CONTRACTOR'S BUSINESS OFFICE REQUIREMENTS The Contractor shall maintain an office and storage facility within the corporate limits of the City of Santa Ana and remain in compliance with any requirements imposed by the Police Department, the Planning Division or any other Department, Agency or Agent of the City of Santa Ana in accordance with federal regulations, state law, the Santa Ana Municipal Code and this agreement. 2. It is preferable that the office and storage facility be at the same location to minimize the impact on the community. However, should additional locations exist, the Contractor agrees to conduct all business from the primary facility and any costs associated with operating a secondary location and /or moving vehicles to or from that secondary location shall not be passed along to any customer covered under this agreement. 3. The primary facility shall have a sign clearly visible to the public that identifies the location as a towing service. 4. The business hours shall be clearly posted. S. The office shall be sufficiently staffed to allow customers to speak with a company representative during normal business hours without unnecessary delay. 6. Current and approved rates pursuant to the Towing and Storage Fee Schedule shall be posted in public view in the Contractor's office and /or storage facility in compliance with California Civil Code § 3070 and CVC § 22651.07. 7. The Contractor shall comply with the provisions of CVC § 22651.1. 25F -74 S. The Contractor shall maintain records of all tow services furnished by the Contractor at the primary office location. a. Invoices shall contain the required itemized information pursuant to CVC 22651.07(e). b. Itemized invoices shall contain a distinct notice upon the invoice stating "Upon request, you are entitled to receive a copy of the "Towing Fees and Access Notice." This notice shall be contained within a bordered text box, printed in no less than 10 -point type pursuant to CVC 22651.07(a)(1)(13)(3). 9. The operator's primary business office shall also maintain business records relating to personnel, insurance, personnel taxes, payroll, applicable operating authorities, local operating authorities, lien sale actions, driver's record of duty status (intrastate and/or interstate), and Federal Communication Commission licensing (if applicable). 10. The Contractor agrees that a representative from the Santa Ana Police Department may inspect all business records, facilities and vehicles without notice during normal business hours. 11. The Contractor shall permit the Santa Ana Police Department to make copies of business records at their place of business or remove business records for the purpose of reproduction. 12. Lien fees, or any fees related to the preparation of a lien, shall not exceed the amounts allowable in the Towing and Storage Fee Schedule, attached hereto as Exhibit B, and in compliance with all relevant provision of the California Vehicle Code and California Civil Code. I. STORAGE FACILITY AND 'VEHICLE STORAGE RE, QUIREMENTS It is preferable that the storage facility is located at the same location as the primary business office. However, if located at a different location than the main office, the storage facility must be within the corporate limits of the City of Santa Ana and have an on -site release office at all storage lots. Persons seeking to take possession of their vehicle or property shall not be required to travel to more than one location to recover their vehicle from the Contractor's custody. 2. The storage facility and all vehicles towed at the direction of the City shall be made available to police personnel 24 -hours per day, 7 -days per week. 3. The entire storage lot must be sufficiently well lit to deter theft. Other theft deterrent devices (e.g. cameras, alarms, on -site personnel, etc.) are highly desirable. 25F -75 4. 111e storage tot must be completely secured by a wall or fencing and a gate that is able to be locked to maintain security for stored and impounded vehicles. The minimum height requirement for the fence and gate shall be six (6) feet. 5. The storage lot shall be large enough to hold a minimum of 100 vehicles at any given location. This requirement is the minimum area reserved for Santa Ana vehicles and additional space is highly desirable. All vehicles towed by the City shall be stored within the corporate city limits and the vehicle or any of its contents shall be made available for release within the corporate city limits. If multiple storage facilities are maintained, the Contractor shall only use the secondary lot when the primary lot is full and shall not charge for transportation beyond that of the main storage facility. 6. The Contractor shall also provide an inside storage facility, which must consist of four walls with a solid roof and a door equipped with a locking device. Additional security features are highly desirable. This facility shall be sufficient to reasonably protect vehicles from theft, tampering, weather, environmental conditions or any other circumstances that could cause the removal or contamination of evidence. Access to this area by employees or other individuals shall also be restricted. This facility shall be capable of storing a minimum of four (4) mid -sized vehicles for the City of Santa Ana and sufficient space to conduct forensic analysis of the vehicle on -sire if necessary. Vehicles impounded pursuant to CVC § 10751 shall be placed in an area of the storage facility that will provide sufficient space and privacy, allowing auto theft investigators to perform a vehicle inspection without delay. This requirement shall be required for the first ten (10) days of impound. 8. Vehicles will not be released, sold or dismantled until a signed release form has been obtained from the Santa Ana Police Department. The signed release form will be kept by the towing company as proof of authority for the release. 9. Release forms are required for impounded vehicles and vehicles with a "hold" placed on them by police department personnel. The release form will indicate they are from the Santa Ana Police Department and shall only be signed by authorized members of the Police Department. a. Stolen vehicles recovered by the Police Department will be released to the victim/owner by the Contractor with proof of ownership. Unless specifically noted, no release will be required from the Police Department. b. Stolen vehicles recovered by the Police Department requiring further investigation as determined by the handling officer will be impounded pursuant to CVC § 22655.5, thereby placing a hold on the vehicle. The impound box will be marked along with an explanation in the narrative. 25F -76 These vehicles will not be released until the victim /owner obtains a release from the Police Department. c. If the owner of the vehicle is unable to prove ownership to the tow agency, they will be referred to the Santa Ana Police Department and a release will be issued once ownership is established. d. If a registered owner is unable to retrieve their vehicle from storage, a vehicle authorization fornl shall be provided by the Contractor to the person authorized to pick -up the vehicle. The authorized recipient, on behalf of the registered owner, will be required to provide identification for the Contractor to photocopy (front/back). 10. When a vehicle is impounded, the towing company will place the word "hold" or other similar notation on the windshield of the vehicle. This is to minimize unauthorized contact with the vehicle and to provide control measures to prevent the inadvertent release. a. The responsibility for determining and placing the word "hold" or other similar notation on the windshield of the vehicle will be the responsibility of the Contractor at the time of vehicle possession. The Contractor's employee signature on the storage /impound report will acknowledge an understanding of the type of report completed by the officer and any necessary holds. The Contractor should clarify any misunderstandings or omissions on the report at this time. 11. Vehicles towed or stored with an "evidence hold" shall not be touched, moved or tampered with in anymamrer without the written consent of the City's Project Manager or designee. 12. The Contractor agrees to tow and store vehicles taken pursuant to an "evidence hold" as defined in CVC §§ 22655.5 or 22655(a) without charge to the City and agrees to release the vehicle to the owner at the City's request. Unless waived in whole or in part by the City's Project Manager, the tow company may pursue collections from the registered owner for these charges but shall not exceed the cost of the tow and storage fees for a maximum of thirty (30) days. Furthermore, the Contractor may attempt to collect these fees, or make arrangements to collect these fees, at the time of release but shall not hold the vehicle in lieu of payment unless specifically authorized by the City's Project Manager or designee. 13. In any case where the Police Department inadvertently and /or erroneously causes the impound or storage of a vehicle, or fails to properly notify the owner in a timely manner, the Contractor agrees to release the vehicle at the request of the City's Project Manager or designee and waive all fees or charges associated with the tow. 25F -77 14. Any personal property released from a vehicle shall occur at the business office or primary storage facility and shall require authorization from the Police Department. All property shall be released pursuant to CVC § 22851(b) and CVC § 22651.07. Personal property includes any property not affixed to the vehicle (e.g. clothes, cell phones, papers, pull -out / detachable face radios, etc.) J. CUSTOMER SERVICE Contractor shall provide service which is accessible, courteous, responsive, timely, equitable and given in the spirit of professionalism and mutual respect. Contractor's personnel are a reflection of the City of Santa Ana and, as such, are expected to: Interact with customers and City officials, whether in person or on the phone, in a pleasant, respectful and professional manner. 2. Give full attention to each customer's needs by asking questions. Provide information, products and service in an accurate, organized and complete manner. Determine that the customer's request has been fulfilled. 3. Maintain a professional demeanor at all times that is free from rude, discourteous or harassing behavior. 4. Comply with all federal, state, county, and city laws and regulations. 5. Use adequate equipment that is kept clean and neat at all times. 6. Train other Contractor employees to be polite and courteous during public contact. 7. Employ truth and accuracy in reporting customer service records. K. RATES AND FEES Notwithstanding other provisions of this agreement related to rates and fees, the Contractor agrees to comply with the following provisions as they relate to rates and fees charged in accordance with this agreement: For services provided pursuant to this Agreement, the Contractor shall collect towing, storage and other service fees from the vehicle owner at the time of release. Said fees shall comply with the Santa Ana Police Department's Towing and Storage Fee Schedule, attached hereto as Exhibit B, and incorporated by this reference. 25F -78 2. The Contractor acknowledges that the fee schedule is intended to list the maximum amounts for services rendered but nothing in this Agreement shall preclude the Contractor from charging less than the maximum fee allowed. Nothing shall prohibit a Contractor from sending a Class B, C or D tow truck to a call requiring a lighter class tow truck to perform requested services. However, the Contactor acknowledges that fees may onty be charged for the class necessary to perform the requested services and not necessarily for the class of tow trick dispatched to the call. 4. No fees maybe charged for personnel, equipment or services reasonably necessary to perform the required service. 5. No lien shall be placed on the vehicle for services performed or initiated, and subsequently cancelled on -scene by the Santa Ana Police Department, unless the Contractor has presented a written statement to the vehicle's registered owner or agent for the signed authorization of services to be performed pursuant to Civil Code § 3068(a). a. The Contractor shall not attempt to take possession of a veluele in order to establish a lien for any services performed or initiated and subsequently cancelled. b. The Contractor shall not bill the City of Santa Ana or Santa Ana Police Department for any services performed or initiated, and subsequently cancelled by the department, However, in such cases, the incident shall not be considered a rotational call and the Contractor shall be returned to the top of the rotation list. 6. The Towing and Storage Fee Schedule shall be posted in the business offices, storage facilities and tow tricks pursuant to CVC § 22651.07. 7. Rate adjustments may be considered based on the criteria set forth in this Agreement. S. Contractor's failure to comply with the Towing and Storage Fee Schedule shall be subject to disciplinary action. 9. The Contractor shall not seek payment from the City of Santa Ana for services provided pursuant to this Agreement. However, the City shall be responsible for the following charges ordered by the City pursuant to this Agreement: a. Collision cleanup as outlined in this Agreement; b. Other services authorized by the City's Project Manager prior to the performance of said duties. 25F -79 L. MISCELLANEOUS PROVISIONS The Contractor shall have a Carrier Identification and a valid Motor Carrier Property (MCP) permit, which shall be provided to the City's Project Manager or designee. The expiration or suspension of the MCP shall result in immediate suspension from the rotation last as well as possible disciplinary action. 2. There may be tunes when the Contractor comes across a vehicle blocking the roadway although not assigned to the call or next on the rotation list. At the discretion of the officer at the scene, the Contractor may be directed to assist in moving the vehicle to the side of the roadway only. This service shall be provided without cost to the City or vehicle owner, and shall not affect the Contractor's position on the rotation list. 3. The Contractor shall be held accountable for all vehicles, personal property and vehicle accessories once the vehicle is in the possession of the driver and /or stored at their facility. The Contractor agrees to relieve the City, its officers, agents and employees of all responsibility once the vehicle is in the custody of the Contractor. 4. There shall be no photography or video recording at the scene of a tow or collision by the Contractor or any employee unless directly related to the towing operation. Photographs or video recordings shall only be directed at vehicles or the area immediately surrounding the vehicle but in no case shall capture any image of a person(s) injured or killed at the scene. 5. The Contractor, nor any employee of the Contractor, shall accept from any person or offer a gratuity to any member of the City in violation of CVC § 12110(a) and the City's gift ban ordinance. 6. 'The Contractor shall remain in compliance with CVC § 10652 as required. Due to the negative perception of Private Party Impounds (PPI's) and the nexus to predatory towing practices, whether actual or perceived, the City of Santa Ana and the Santa Ana Police Department have an interest in ensuring any Contractor working on its behalf is not associated with these practices. In addition, tow companies that engage in PPI's are subjected to complaints and investigations on a more frequent basis than those that do not participate in this facet of the towing business. Therefore, the City strongly discourages any Contractor assigned to the rotational tow list from engaging in PPI's within the corporate limits of the City of Santa Ana. Subject to the investigative process outlined in the RFP, any company found to be in violation of PPI regulations including, but not limited to, applicable sections of CVC § 22658 or any other laws or regulations associated with PPI's shall be subject to suspension or immediate removal from the rotation list for sustained complaints or convictions for violations of the law. 25F -80 M. UTILIZATION OF DISPATCH AND TRACKING SOLUTIONS SOFTWARE The City uses Dispatch & Tracking Solutions (DTS) software for its rotational towing administration. The Contractor shall agree to utilize the most recent, updated, upgraded Dispatch & Tracking Solutions software program (DTS), or any other software solution selected by the City, to dispatch and track tow activity via a web -based Internet connection, All tow requests originating from the Santa Ana Police Department may be made utilizing this program. The Contractor's failure to have the DTS program in full operation and to acknowledge tow requests in a timely manner pursuant to this RFP shall result in a finding of default and shall result in immediate suspension from the tow rotation list. Failure to remedy the problem shall be grounds for the termination of the agreement between the City and the Contractor. The Contractor must be willing to must enter into a separate agreement, contract, or license for DTS software, or any other software solution implemented by the City, with the owner of that proprietary software. The City shall not provide the software program, any licensing or sub - licensing thereof or any intermediary services for the procurement by the Contractor of the software program. This Contract shall not be executed by the City until the Contractor has demonstrated to the City's Project Manager or designee satisfactory compliance with the requirements set forth herein. The Contractor shall be liable for all fees, charges, rates and service charges required for the procurement and use of DTS software or any similar software solution. If the City should elect to use a different program than DTS at some point in the future, the Contractor agrees to comply with the above requirements as it relates to the new software solution after provided reasonable notice by the City and sufficient opportunity to procure said software program. N. RESPONSIBILITIES WHEN RESPONDING TO CALLS FOR SERVICE 1. When the Contractor is called to the scene of a vehicle tow or a collision scene, the Contractor's employee will clean -up all debris at the scene in accordance with CVC § 27700 without charge to the City. a. If this service does not result in a vehicle tow, it shall not be considered a rotational call and the tow company shall be placed back on the top of the rotational tow list. b. Police employees should not call a rotational tow to the scene of a collision for the sole purpose of cleaning up debris. However, should this occur or become necessary, the Contractor may bill the City for the cost of the response in accordance with the City's Towing and Storage Fee Schedule. 25F -81 O. PERFORMANCE DURING INCLEMENT WEATHER OR DISASTERS The Contractor acknowledges that the services provided under this contract are integral to the operations of the City of Santa Ana and the Santa Ana Police Department. Therefore, the Contractor agrees to perform the duties of this contract regardless of weather or other adverse conditions including, but not limited to, any disasters whether man -made or acts of God. 2. During periods of inclement weather or disaster, the Contractor shall agree to adjust staffing levels to meet the increased demands for service during these times. Should the Contractor be unable to fulfill their responsibilities under the conditions described in this section, the Contractor shall be responsible for any and all costs incurred by the City should the need to hire outside contractors become necessary to meet the needs of the Police Department due to the Contractor's default. P. PROTECTION OF THE PUBLIC AND DAMAGES TO EXISTING STRUCTURES 1. The Contractor shall exercise due care and caution at all times for the protection of all persons and property. All fines, penalties and/or repair charges resulting from the Contractor's actions shall be the sole responsibility of the Contractor. 2. Understanding that the Contractor will respond to calls involving traffic collisions or traffic hazards, and pursuant to CVC § 22513, the Contractor shall only place or use equipment to block vehicle traffic lanes or render assistance to a motorist while exercising due care for the safety of the tow truck driver, the motorist and the motoring public. Tow truck drivers should be trained in scene management in accordance with this section. The Contractor shall ensure that all appropriate traffic safety warning devices are utilized as deemed necessary. Contractors will be required to respond to calls where vehicles have collided with other objects and may have already caused damage to varying degrees. The methods proposed by the Contractor for towing and recovery services shall be reasonable and consistent with industry standards, best practices, and in a manner that shall not cause unnecessary additional harm, deface or damage any City or private property. In the event that damage to the City's right -of -way or private property has occurred due to the negligence of the Contractor, the Contractor shall be solely responsible for its repair or replacement in excess of the amount covered by the required insurance. 25F -82 Q. SPECIFICATIONS This Scope of Services is intended to cover all labor, material and standards of workmanship to be employed for in this work plan or reasonably implied by terms of same. Work or materials of a minor nature which may not be specifically mentioned, but which may be reasonably assumed as necessary for the completion of this work, shall be perfonned by the Contractor as if described in the specifications. R. RECORDS 1, The Contractor shall keep accurate records concerning all vehicle tows, vehicle storages and vehicle releases or disposition. 2. In addition, the Contractor shall maintain accurate records of his/her employees or agents and provide the City with names and telephone numbers of emergency contact employees. The Contractor shall complete a report each calendar month indicating the number of calls for service, the number of vehicles towed, the number of vehicles in storage (regular and secure) and their current status, vehicles released, vehicles sent to lien sale, the status of any other vehicles or services rendered by the Contractor on behalf of the City, GPS information (if requested by the City) or any other information as may be required by the City's Project Manager or designee. 4. A phone log will be submitted monthly of all calls from the Santa Ana Police Department to the Contractor, identifying whether or not those calls required a request for service, and a description of the action taken as a result of the call. The Contractor shall provide monthly customer service phone logs from the public, indicating name, date, time and phone number of caller, reason for the call„ any specific requests, the Contractor's response or action, and the amount of time required to address request. Such logs shall be accurate and truthful. 6. The Contractor shall permit the City to inspect and audit its books and records regarding City provided services at any reasonable time. S. AUDITS AND INSPECTIONS The Chief of Police or his designee shall conduct regular audits and inspections of the Contractor(s) assigned to this project to ensure they are fulfilling their responsibilities in accordance with the terms and conditions of this agreement. All work found during such audits or inspections to be substandard or failing to conform to the requirements of this agreement shall be corrected immediately by the Contractor and the City shall have the right to immediately suspend the Contractor from the rotation list until the 25F -83 issuc(s) is /are corrected. Failure to correct in a reasonable timeline as outlined in this Agreement may result in termination of the contract, T. INVESTIGATION OF COMPLAINTS, LAWS, RULES, OR TERMS AND CONDITIONS OF AGREEMENT Whenever a complaint or allegation is lodged against a Contractor or initiated by the Police Department, the Traffic Commander shall assign a supervisor from the Traffic Division to investigate any allegations. A fair, impartial and comprehensive investigation shall be conducted and the findings documented for review. To the extent required by law, the Contractor shall cooperate fully in the investigation and provide any documentation requested by the investigator to assist in making a finding. In addition, the Contractor shall be given the opportunity, either orally or in writing, to respond to the complaint at the point deemed appropriate by the investigator. The City expects that the Contractor will demonstrate professional business practices and truth in reporting as it relates to any records or information requested. Minor infractions shall include, but not be limited to, situations such as poor customer service, failure to comply with non - safety related terms of the agreement, or minor equipment or facility deficiencies. Major infractions shall include, but not be limited to, situations involving honesty, integrity, safety, security, gross overcharging of a customer or a pattern of overcharging, failure to comply with the provisions of CVC § 22658 as it relates to PPI's, criminal violations (moral turpitude, DUI, drug related offenses, theft, etc.), or significant, repeated or flagrant violations of this agreement. If it is determined that criminal charges are appropriate, the assigned investigator shall document the incident on a crime report and present the case to the appropriate prosecuting authority for review. Based on the nature and seriousness of the misconduct being investigated, the Chief of Police may temporarily suspend the Contractor, or its agent individually, from the rotation list until the investigation is completed and a proper disposition is reached. The standard for sustaining a complaint against the Contractor or the Contractor's agent shall be a preponderance of the evidence, regardless of the nature of the violation. Other investigative findings may include unfounded (false or factually incorrect), exonerated (action occurred but was lawful or within the terms of this agreement) or not sustained (inconclusive due to insufficient evidence or independent witnesses). All complaints shall be forwarded to the Traffic Commander for review, approval and deterrnination/recommendation of discipline if appropriate. 25F -84 U. DISCIPLINARY ACTION The Contractor agrees that failure by the Contractor, or its agent, to comply with the taw or terns and conditions of this agreement shall be cause for administrative disciplinary action. However, nothing in this agreement shall preclude the City from taking appropriate enforcement action for violations of the taw. Within 60 days of receipt of the complaint, the Traffic Commander shall review the findings of the investigation and recommend disciplinary action if appropriate. The Traffic Commander shall take into account the nature of the complaint, the findings of the investigation, past complaints against the Contractor and past practice of the Department to maintain equitable treatment of all Contractors assigned to the rotational tow list. Depending on the nature and complexity of the sustained violation, the Traffic Commander may allow the Contractor or designee to provide a brief written statement for consideration and/or may contact Contractor to ask additional questions. Disciplinary action shall typically be progressive in nature and based on the Contractor's record during the previous five (5) years from the date of complaint. Therefore, multiple infractions for similar offenses, regardless of their severity, will result in increased disciplinary action. However, this does not preclude the Traffic Commander from recommending more serious sanctions where major rule violations have been committed or there are aggravating facts associated with the misconduct. The following actions may be recommende& 1. No further action. 2. Issue a written warning. 3. Impose a suspension for minor violations (one (1) to 30- days). 4. Impose a suspension for multiple minor violations or a single major violation (30 to 90- days). 5. Termination of the contract for cause and immediate removal from the rotation list. The Contractor shall be notified in writing of the City's intent to impose disciplinary action. The Traffic Commander shall have the authority to impose discipline up to and including the imposition of a suspension for minor violations as long as the suspension does not exceed 30 -days in length. However, nothing in this article shall preclude the Traffic Commander from reducing the recommended discipline based on mitigating facts. Recommended suspensions exceeding 30- days in length or termination from the rotation list shall be approved by the Field Operations Bureau Commander prior to imposition. The Traffic Commander may recommend to the Chief of Police the immediate termination of this agreement if the conduct of the Contractor, or agents, are determined to pose a danger to the public, have an excessive number of complaints 25F -85 that tax the investigative resources of the Police Department, or the Contractor's actions reflect negatively upon the City. V. RIGHT TO APPEAL Upon receipt of a notice to impose disciplinary action, the Contractor shall have the right to submit a written appeal within ten (10) business days to the Field Operations Bureau Commander. The Field Operations Bureau Commander shall issue their findings in writing within ten (10) business days of the receipt of written appeal. If the Contractor disagrees with the findings of the appeal, their final remedy shall be the opportunity to submit a written appeal to the Chief of Police within ten (10) business days, via the Traffic Commander. The Chief of Police shall issue a written decision within (10) business days. The decision of the Chief of Police shall be final. Disciplinary action shall not be imposed until the hearing and appeal process has been exhausted. However, if the conduct of the Contractor is deemed to be so egregious or poses a danger to public safety, the City may exercise its right to immediately suspend the Contractor as set forth in this agreement. in such cases, the time during which the Contractor is suspended may be applied to the balance of a suspension imposed by the City, at the discretion of the hearing officer, and shall be the Contractor's only remedy as far as a pre- hearing suspension is concerned. Any time in excess of that credited toward an imposed suspension shall be lost. Failure to request an appeal, submit a written appeal, or appear at a mutually agreed upon hearing will waive the Contractor's right to further appeal and disciplinary action shall be imposed. W. SUPERVISION OF CONTRACT AND MEETINGS WITH CITY All work shall meet with the approval of the Santa Ana Police Department. As determined necessary by the City, there shall be a minimum of one monthly meeting with the Contractor and the City representative during the first year to detennihe progress and to establish areas needing attention. Status reports of activities performed by the Contractor will be submitted in writing to the City on a monthly basis or as determined necessary by the City. Any specific problem area which does not meet the conditions of the specifications set forth herein shall be called to the attention of the Contractor and if not corrected immediately, or within a reasonable period, may result in the Contractor being found in default of this agreement, which may result in suspension from the rotation list until the issue(s) is /are corrected in a satisfactory manner as set forth in the specifications or termination. 25F -86 X. MATERIALS AND EQUIPMENT The contractor shall make a reasonable effort to purchase equipment and materials in the City of Santa Ana and to utilize Santa Ana vendors. Contractor shall report its efforts as requested by the City. Y. DEFINITIONS 1. City — shall mean City of Santa Ana and representatives of the City of Santa Ana (e.g. Police Department or its agents). 2. City's Project Manager — shall be synonymous with the Traffic Commander for purposes of this project. 3. Contractor — shall mean any towing company submitting a response to this RFP and selected to perform services for the City on the Rotational Tow List, and shall include all employees or agents of said company. 4. Inclement Weather or Disasters — any adverse weather or environmental conditions, regardless of severity or duration, which places an increased demand or strain on public services, including tow operations, whether man- made or acts of God. 5. Street — all paved dedicated public rights-of-way within the existing or fixture City limits. 6. Public Property — any property under the control and direction of the City of Santa Ana or any other government agency within the corporate limits of the City of Santa Ana or State of California. 7. Private Property — any property that is privately owned or held by someone other than a government agency. 25F -87 EXHIBIT B FEE SCHEDULE AUTI3ORIZED TOWING AND STORAGE FEE SCHEDULE* * Fees indicated herein will become the City's maximum authorized rates effective at the time of contract implementation; minimum 1 hour. r•• Stored Vehicle Release Fee (PD) $75.00 Class $195.00 -A Class B or Flatbed $225.00 Class C _ $325.00 Class D $360.00 Dolly, Go -Jacks or Linkage Fee $60.00 Rollover or Winching Fee $130.00 Clean-up Fee (fee to City capped at $_35.00 per occurrence) $60.00 Hazmat Fee (per five (5) gallon bucket) $115.00 Vehicle Storage Fees (Daily) Class A — Outside $55.00 Class A — Inside $60.00 Class B — Outside $60.00 _ Class B — Inside $65.00 Class C or Class D — Outside $65.00 Class C or Class D — Inside $70.00 After Hours Release _ 500% of the authorized towing charge Minimum Service Call or Drop Fee 50% of the authorized towing charge Lien Sale As authorized by the California Civil and Vehicle Codes Mileage (per mile outside the corporate city limits) $9.00 * Fees indicated herein will become the City's maximum authorized rates effective at the time of contract implementation; minimum 1 hour. r•• SERVICE AGREEMENT ROTATIONAL TOW PROVIDER THIS AGREEMENT, made and entered into this 16th day of August, 2016 by and between MetroPro Road Services, Inc., a California corporation, (hereinafter "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a contractor having special skill and knowledge in the field of providing vehicle towing and storage services. B. Contractor represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide vehicle towing and storage service at the request of the Santa Ana Police Department, on a rotational basis, in accordance with the terms and conditions set forth in the Scope of Service, attached hereto as Exhibit A and incorporated by this reference. The City intends to contract with several tow companies to provide necessary towing services on a rotational basis. Towing services may include, but are not limited to, towing vehicles from public or private property at the direction of Police employees, owner's request for a tow made via the Police Department, the storage of vehicles, the secure storage of vehicles containing evidentiary value, debris clean -up and removal, recovery services and administrative oversight of vehicles in the custody of the contractor. 2. COMPENSATION a. The parties intend that towing and storage fees will be paid by the vehicle owner at the rates and charges set forth in Contractor's then current and approved fee schedule, attached as Exhibit B and incorporated by this reference. b. When Contractor provides services chargeable to the City as set forth in Exhibit A, the Contractor shall submit a monthly invoice by the 15th of the month to the City for Exhibit 4 25F -89 any such services rendered in the prior month, if applicable. The invoice shall include all information enumerated in California Vehicle Code ( "CVC ") § 22651.07(e) and include the following information: i. Contractor's invoice number ii. Santa Ana Police Department's case number c. Payment by City shall be made within sixty (60) days following receipt of proper invoice, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance for professional towing services or in accordance with the standards set forth in this agreement. d. Adjustments to the Towing and Storage Pee Schedule The Traffic Commander shall examine the towing and storage rates authorized in accordance with this agreement on an annual basis. The Traffic Commander may recommend to the Division Commander and the Chief of Police to adjust the towing and storage rates, not to exceed two percent (2 %) annually, based on the most recent statistics; as follows: the two indices which will be used for determining adjustments to the towing and storage fee schedule shall be the prior twelve (12) months, reporting month December, Consumer Price Index (CPO for All Urban Consumers for Los Angeles- Anaheim - Riverside Consolidated Metropolitan Statistical Area, published by the United States Department of Labor's Bureau of Labor Statistics or any relevant successor for the Orange County area, and the twelve (12) month December Producer Price Index for Petroleum (PPI). The adjustment formula shall be as follows: The CPI shall be weighted at ninety {90 %) percent and PPI shall be weighted at ten ('10 %) percent. However, fee adjustments will only be made if justified and shall occur at the sole discretion of the Chief of Police based on recommendations from the Traffic Commander. 3. TERM This Agreement shall commence on September 1, 2016 and continue through August 31, 2019, with two (2) one (1) year options to renew exercisable at the option of the City unless terminated earlier in accordance with Section 11, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn 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 Contactor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment 25F -90 insurance and similar nixes relating to employees and shall be responsible for all applicable withholding taxes. INSURANCE Prior to undertaking performance of work under this Contract, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance — the Contractor shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting there from and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting there from, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. b. Business Automobile Liability Insurance, or equivalent form, shall be maintained by the Contractor 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 as well as uninsured motorist coverage with a combined single limit of not less than $1,000,000 per occurrence. c. Worker's Compensation Insurance — in accordance with the provisions of Section 3300 of the Labor Code, Contractor is required to be insured against liability for worker's compensation or to undertake self- insurance.. Prior to commencing the performance of the work under this Contract, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Garage Liability and Garage Keeper's Liability Insurance— the Contractor shall maintain garage liability insurance to include all premises, operations and coverage for bodily injury and property damage with a combined single limit of not less than $1,000,000 per occurrence as well as garage keeper's liability insurance for vehicles in the care, custody and control of the operator in the storage facility with a single limit of not less than $100,000 per occurrence. e. On -Hook Insurance — the Contractor shall maintain on -hook insurance with limits not less than those required by the California Highway Patrol: 1. Class A tow truck - $25,000 2. Class B tow truck - $50,000 3. Class C or Class D tow truck - $100,000 25F -91 f. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: 1. Commercial general liability and business automobile insurance policies shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. 2. Certificates of insurance shall be furnished to the City upon execution of this Contract and shall be approved in form by the City Attorney. 3. All of the Contractor's storage facilities shall be listed in the certificates of insurance. 4. 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. g. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Contract. Such termination shall not affect Contractor's right to be paid for services satisfactorily provided in accordance with this agreement prior to notification of termination. The Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "Indeimnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Contract (including, without limitation, defects in workmanship and /or materials) or Contractor's presence or activities conducted performing the work (including the negligent and /or willful acts, errors and /or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees 25F -92 in any action on or to enforce the terns of this Contract. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 8. NOTICE With the exception of insurance certificates and renewals, 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 Fax 714- 647 -6956 With courtesy copies to: Office of the Chief of Police City of Santa Ana Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 Fax 714 - 245 -8190 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.U. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 To Contractor: MetroPro Road Services, Inc. 2550 South Garrey Street Santa Ana, California 92707 Fax 714- 556 -7600 25F -93 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, duty 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. 9. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor 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. 10. ASSIGNMENT a. Inasmuch as this Contract is intended to secure the specialized services of Contractor, the Contractor may not sell, assign, transfer, delegate or subcontract any interest herein without the prior written consent of City and any such sale, assignment, transfer, delegation or subcontract without the City's prior written consent shall nullify and void any existing contract with the City. b. Unless previously approved by the City, the sale or transfer of the controlling interest in a company shall be cause for immediate termination of this contract and the Contractor shall be replaced on the Rotational Tow List by another company on an existing eligibility list or during a future RFQ process. 11. TERMINATION a.The City reserves the right to immediately terminate the contract, without penalty, for cause.. b. In the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner required, or if Contractor violates any provision of this 25F -94 Agreement, Contractor shall be deemed in default. City shall provide written notice of such default to Contractor's Project Manager. If possible, the Contractor shall cure said default within a period of two (2) working days. If such cure is not completed in a timely manner, City may terminate the Agreement forthwith by giving written notice to Contractor's Project Manager. The City may, in addition to the other remedies provided in this Agreement or authorized by law, tenninate this Agreement by giving written notice of termination, Contractor shalt be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during Contractor's default. c. As described in Exhibit A, concerning the investigation and disposition of complaints, the City may terminate this agreement immediately for cause if it has been determined by the Traffic Commander, with concurrence from the Field Operations Bureau Commander, that the Contractor has committed major or minor rule violations associated with this agreement, or has committed violations of the law, acid termination of the contract is deemed to be the appropriate disposition. d. This agreement may be terminated without cause by City by written notice delivered to the Contractor either personally or by mail, thirty (3 0) days prior to the end of the then current term. Upon termination, City shall pay Contractor for services rendered as specified in the Agreement prior to the effective date of termination. 12. CONTRACTOR OPTION FOR TERMINATION The Contractor may request termination of the contract when conditions during the contract make it impossible to perform or when prevented from proceeding with the contract by act of God, by law or official action of a public authority or in the event of nonpayment by the City. Such request will require ninety (90) days written notice prior to contract termination date requested. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach. 13. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS Contractor shall make every effort to solicit and advertise employment opportunities to Santa Ana residents. The City shall inform the Contractor of areas to publicize recruitment opportunities, such as work centers and community centers. 25F -95 Contractor shall provide to City, a description of efforts and procedures used to notify residents of employment opportunities as they occur but, at a minimum, office each year prior to the City exercising its option to extend the contract. 15. CONTRACTOR'S PARTICIPATION AT COMMUNITY MEETINGS, EVENTS AND PUBLIC AWARENESS CAMPAIGNS If requested by City, the Contractor shall agree to participate in community meetings, community events and public awareness campaigns, such as National Night Out, DUI presentations or any other neighborhood or City event. Such participation shall be upon City request provided with reasonable notice of the event. Such events will not exceed four (44) requests per year. 16. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS a. Contractor shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other laws, regulations, ordinances, codes and any other legislative or statutory requirements. b. Contractor warrants that the performance of services under this contract shall be compliant with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may be amended or updated throughout the term of this contract. 17. FINES The Contractor shall be liable for all violation fines levied against the City by any Federal, State or local agency, including but not limited to the Air Quality Management District (AQMD), and the Regional Water Quality Control Board, due to the action or failure to act by Contractor. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Contractor shall, throughout the tern 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 25F -96 State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set fortb in the body of this Agreement. IN WITNESS 'WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:r 0,W V> A, C `rid. Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas Chief of Police CITY OF SANTA ANA DAVID CAVAZOS City Manager METROPRO ROAD SERVICES, INC. Brad Humphreys President 25F -97 EXHIBIT A SCOPE OF SERVICES EXHIBIT A — SCOPE OF SERVICES I. USE OF ROTATIONAL TOW LIST A. CRITERIA AND RULES FOR USE BY POLICE EMPLOYEES The City agrees to utilize the rotational tow list for all service requests initiated by members of the Santa Ana Police Department except where provided for in this agreement. Therefore, the City agrees to operate under the following policy guidelines unless reasonably necessary to deviate due to exigent or unforeseen circumstances: 1. Whenever the driver or owner specifies a particular club, association or tow service to care for his /her vehicle, the garage or tow service requested shall be called and such calls shall not constitute a rotational tow call. 2. When a driver does not specify a particular garage or tow service, the garage or tow service called shall be taken from the rotational list in numerical order. When more than one vehicle is to be towed from a collision scene and the drivers do not specify a preference, the rotation list shall be followed on the basis of one tow truck for each vehicle utilizing the numerical rotational order. The rotation list shall be followed on a per vehicle basis rather than per collision or call for service. When multiple Contactors are called to the same incident, the distribution of vehicles shall be determined by the police officer at the scene. 3. If the eligible Contractor does not answer the telephone or acknowledge the call via a software dispatch system, is unable to respond, unable to perform the required services, refuses to respond or provide the requested service, or is cancelled due to an excessive response time, that company shall be passed over and shall not be eligible until the Contractor comes up on the rotation list again. A. It shall be the responsibility of the Contractor to notify the Police Department if it is unable to respond within the required time limit or with the appropriate equipment for the type of service requested. 5. If it is determined the Contractor is not needed and is cancelled by the Police Department or the vehicle owner, the Contractor shall be placed back on top of the rotation list and no charge shall result from the call. 6. The rotation list shall be used on occasions where an officer stores or impounds a vehicle and the driver or owner is not consulted or is not present. 25F -98 All employees of the Police Department are specifically prohibited from soliciting or recommending any garage or tow service, either directly or indirectly. All officers are directed to ascertain from the party in charge of the vehicle as to their preference of a towing agency. A request of "no preference" by the person in charge will be relayed to dispatch by the officer and will result in a call to the Contractor that is next up on the rotation list. B. REPORTING PROCEDURES All officers requesting a tow truck from the rotational list for the towing, storing or impounding of a vehicle shall complete the Santa Ana Police Department storage /impound form when required by Departmental policy or procedure. The form shall be signed by both the officer and the driver of the tow truck. A copy of the Santa Ana Police Department storage /impound form shall be given to the tow track driver prior to the vehicle being towed from the scene. 11. CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES A. WORK ASSIGNMENTS AND SCHEDULE The Contractor shall be available to provide services within the corporate limits of the City of Santa Ana 24 -hours per day, seven (7) days per week, 365 days per year. There are no exceptions for holidays under the project. The Contractor shall also make reasonable accommodations for its personnel to attend meetings with City staff from the Police Department, City Attorney's Office or any other City Agency as required by the Project Manager. B. WORKING HOURS AND RESPONSE TIMES 1. All services under this contact shall be available 24- hours per day, seven (7) days per week, 365 -days per year without exception. 2. The owner, principal or business manager of the proposing Contractor shall have a minimum of five (5) years of verifiable experience in the towing for -hire industry. Prior experience performing towing services for a law enforcement agency are highly desirable but not required. If the owner, principal or business manager possessing this requisite experience is no longer employed by the Contractor at any time during the course of the contract, the Contractor shall immediately report such change in condition to the City's Project Manager and participation on the rotation list shall be suspended until a new owner, principal or business manager is identified and approved. 3. The Contractor shall be required to have a dispatcher on -duty 24 -hours per day with the capability to communicate instantly with all trucks and /or drivers assigned to this project. 25F -99 4. All requests for tow services shall be acknowledged or refused within three (3) minutes by the Contractor's dispatcher and response to the scene shall occur within 20 minutes fiom the time the Contractor is notified by the Police Department's Communications Division. a. The 20 minute response time applies only to tow requests requiring a Class A tow truck. b. The Contractor shall be required to comply with this requirement by providing appropriate staffing levels and, if necessary, strategically staging personnel during peak traffic times to allow drivers sufficient time to arrive while complying with all traffic laws and regulations in their response to service requests. c. For any request requiring a Class B, C or Class D tow trick, the Contractor shall have the necessary equipment on scene within 45 minutes of notification by the Police Department's Communications Division if a Department employee identifies the need for such equipment or when determined by the Contractor's employee after responding to the scene and assessing the situation. 5. The Contractor shall be required to have a minimum of one (1) driver on duty 24 -hours per day, seven (7) days per week. In addition, the Contractor shall have at least one (1) other driver on -call or stand -by. 6. The Contractor will also be required to maintain office hours between 8:00 am and 5:00 pm, seven (7) days a week, 365 days per year so vehicle owners can retrieve stored or impounded vehicles. C. REQUIRED TOW VEHICLES AND EQUIPMENT 1. At a minimum, the Contractor shall possess, maintain and be the listed registered owner of the following classes of tow vehicles (meeting requirements as defined in the most current version of CHP 234B — Tow Truck Inspection Guide): a. Four (4) Class A tow trucks designed for light duty towing operations. b. One (1) Class B tow track designed for medium duty towing operations. c. One (1) Class C tow truck designed for heavy duty towing operations. 2. In addition, the Contractor shall either possess and maintain, or have immediate access to, one (1) Class D tow truck designed for super heavy duty towing operations (meeting requirements as defined in the most current version of CHP 234B — Tow Tnack Inspection Guide). Even if subcontracted, this vehicle shall 25F -100 be made available for inspection and the Contractor will be held responsible for the condition and suitability of this vehicle. 3. The company name, business address, telephone number and tow truck identification number shall be permanently and properly affixed to each vehicle in a manner prescribed pursuant to CVC § 27907. 4. There shall be no words or language affixed to the vehicle associating the Contractor or the vehicle with the Santa Ana Police Department (e.g. "official police tow ") without the prior written approval of the City's Project Manager, 6. At no time shall the Contractor exceed the gross vehicle weight rating (GV WR) and /or safe loading requirements of the tow truck, including, but not limited to, exceeding the tow trucks GVWR, front axle weight rating, rear axle weight rating, maximum tire weight ratings, or failure to maintain 50 percent of the tow truck's unladen weight on the front axle when lifting or carrying a load. 6. The authorized Towing and Storage Fee Schedule shall be posted in public view in all tow trucks. 7. Contractors shall not share equipment with any other Contractor with the limited exception of access to a Class D tow truck as specified above. &, All of the vehicles identified above and used in accordance with this agreement shall be equipped with the minimum equipment required to perform towing operations as well as the equipment pursuant to CVC § 27700 and the "Service and Other Equipment" section of the CHP 234E (Tow Truck Inspection Guide) form. The Contractor may also be required to carry any other safety devices reasonably required by the City. 9. The contractor shall maintain all vehicles and equipment in good repair for use by the Contractor's employees assigned to perform services pursuant to this agreement The Contractor shall be responsible for, and pay for all operating expenses, equipment, maintenance and insurance for vehicles assigned to perform work related to this agreement. All tow trucks shall be equipped and maintained in accordance with applicable sections from the California Vehicle Code, Title 13 of the California Code of Regulations, the requirements of this RFP and industry standards. 10. All vehicles shall be kept clean, be free of offensive odors and maintain a professional appearance. 11. All tow trucks shall be inspected annually by the California Highway Patrol and maintain a current Commercial Vehicle Safety Alliance (CVSA) decal. The Contractor shall provide current copies of CI-1P 234B (Tow Truck Inspection 25F -101 Guide) and CHP 407F (Safetynet Driver /Vehicle Inspection Report) for each vehicle to the City's Project Manager or designee. 12. The Contractor agrees that the Santa Ana Police Department may inspect any vehicle, without prior notice, at any time during normal business hours. 13. The Contractor shall provide instant communication access via cellular phone or radio to all personnel while performing their duties. G. GLOBAL POSITIONING SYSTEM (GPS) It is highly desirable for the Contractor to provide GPS capabilities in all of their tow tricks. If offered for consideration in the Contractor's Response, the City and Contractor shall be able to view this information via computer in real time and the Contractor shall provide GPS reports at the request of the City, H. CONTRACTOR'S BUSINESS OFFICE REQUIREMENTS 1. The Contractor shall maintain an office and storage facility within the corporate lirnits of the City of Santa Ana and remain in compliance with any requirements imposed by the Police Department, the Planning Division or any other Department, Agency or Agent of the City of Santa Ana in accordance with federal regulations, state law, the Santa Ana Municipal Code and this agreement. 2. It is preferable that the office and storage facility be at the same location to minimize the impact on the community. However, should additional locations exist, the Contractor agrees to conduct all business from the primary facility and any costs associated with operating a secondary location and /or moving vehicles to or from that secondary location shall not be passed along to any customer covered under this agreement. 3. The primary facility shall have a sign clearly visible to the public that identifies the location as a towing service. 4. The business hours shall be clearly posted. 5. The office shall be sufficiently staffed to allow customers to speak with a company representative during normal business hours without unnecessary delay. 6. Current and approved rates pursuant to the Towing and Storage Fee Schedule shall be posted in public view in the Contractor's office and /or storage facility in compliance with California Civil Code § 3070 and CVC § 22651.07. 7. The Contractor shall comply with the provisions of CVC § 22651.1. 25F -102 8. The Contractor shall maintain records of all tow services famished by the Contractor at the primary office location. a. Invoices shall contain the required itemized information pursuant to CVC 22651.07(e). b. Itemized invoices shall contain a distinct notice upon the invoice stating "Upon request, you are entitled to receive a copy of the "Towing Fees and Access Notice." This notice shall be contained within a bordered text box, printed in no less than 10 -point type pursuant to CVC 22651.07(a)(1)(B)(3). 9. The operator's primary business office shall also maintain business records relating to personnel, insurance, personnel taxes, payroll, applicable operating authorities, local operating authorities, lien sale actions, driver's record of duty status (intrastate and /or interstate), and Federal Communication Commission licensing (if applicable). 10. The Contractor agrees that a representative from the Santa Ana Police Department may inspect all business records, facilities and vehicles without notice during normal business hours. 11. The Contractor shall permit the Santa Ana Police Department to make copies of business records at their place of business or remove business records for the purpose of reproduction. 12. Lien fees, or any fees related to the preparation of a lien, shall not exceed the amounts allowable in the Towing and Storage Fee Schedule, attached hereto as Exhibit B, and in compliance with all relevant provision of the California Vehicle Code and California Civil Code, I. STORAGE FACILITY AND VEHICLE STORAGE REQUIREMENTS It is preferable that the storage facility is located at the same location as the primary business office. However, if located at a different location than the main office, the storage facility must be within the corporate limits of the City of Santa Ana and have an on -site release office at all storage lots. Persons seeking to take possession of their vehicle or property shall not be required to travel to more than one location to recover their vehicle from the Contractor's custody. 2. The storage facility and all vehicles towed at the direction of the City shall be trade available to police personnel 24 -hours per day, 7 -days per week. 3. The entire storage lot must be sufficiently well lit to deter theft. Other theft deterrent devices (e.g. cameras, alarms, on -site personnel, etc,) are highly desirable. 25F -103 4. The storage lot must be completely secured by a wall or fencing and a gate that is able to be locked to maintain security for stored and impounded vehicles. The minimum height requirement for the fence and gate shall be six (6) feet. 5. The storage lot shall be large enough to hold a minimum of 100 vehicles at any given location. This requirement is the minimum area reserved for Santa Ana vehicles and additional space is highly desirable. All vehicles towed by the City shall be stored within the corporate city limits and the vehicle or any of its contents shall be made available for release within the corporate city limits. If multiple storage facilities are maintained, the Contractor shall only use the secondary lot when the primary lot is fall and shall not charge for transportation beyond that of the main storage facility. 6. The Contractor shall also provide an inside storage facility, which must consist of four walls with a solid roof and a door equipped with a locking device. Additional security features are highly desirable. This facility shall be sufficient to reasonably protect vehicles from theft, tampering, weather, environmental conditions or any other circumstances that could cause the removal or contamination of evidence. Access to this area by employees or other individuals shall also be restricted. This facility shall be capable of storing a minimum of four (4) mid -sized vehicles for the City of Santa Ana and sufficient space to conduct forensic analysis of the vehicle on -site if necessary. Vehicles impounded pursuant to CVC § 10751 shall be placed in an area of the storage facility that will provide sufficient space and privacy, allowing auto theft investigators to perform a vehicle inspection without delay. This requirement shall be required for the first ten (10) days of impound. 8. Vehicles will not be released, sold or dismantled until a signed release form has been obtained from the Santa Ana Police Department. The signed release form will be kept by the towing company as proof of authority for the release. 9. Release forms are required for impounded vehicles and vehicles with a "hold" placed on them by police department personnel, The release form will indicate they are from the Santa Ana Police Department and shall only be signed by authorized members of the Police Department. a. Stolen vehicles recovered by the Police Department will be released to the victim /owner by the Contractor with proof of ownership. Unless specifically noted, no release will be required from the Police Department. b. Stolen vehicles recovered by the Police Department requiring further investigation as determined by the handling officer will be impounded pursuant to CVC § 22655.5, thereby placing a hold on the vehicle. The impound box will be marked along with an explanation in the narrative. 25F -104 These vehicles wilt not be released until the victim /owner obtains a release from the Police Department. c. If the owner of the vehicle is unable to prove ownership to the tow agency, they will be referred to the Santa Ana Police Department and a release will be issued once ownership is established. d. If a registered owner is unable to retrieve their vehicle from storage, a vehicle authorization form shall be provided by the Contractor to the person authorized to pick -up the vehicle. The authorized recipient, on behalf of the registered owner, will be required to provide identification for the Contractor to photocopy (front/back). 10. When a vehicle is impounded, the towing company will place the word "hold" or other similar notation on the windshield of the vehicle. This is to minimize unauthorized contact with the vehicle and to provide control measures to prevent the inadvertent release. a. The responsibility for determining and placing the word "hold" or other similar notation on the windshield of the vehicle will be the responsibility of the Contractor at the time of vehicle possession. The Contractor's employee signature on the storage /impound report will acknowledge an understanding of the type of report completed by the officer and any necessary holds. The Contractor should clarify any misunderstandings or omissions on the report at this time. 11. Vehicles towed or stored with an "evidence hold" shalt not be touched, moved or tampered with in any manner without the written consent of the City's Project Manager or designee. 12. The Contractor agrees to tow and store vehicles taken pursuant to an "evidence hold" as defined in CVC §§ 22655.5 or 22655(a) without charge to the City and agrees to release the vehicle to the owner at the City's request. Unless waived in whole or in part by the City's Project Manager, the tow company may pursue collections from the registered owner for these charges but shall not exceed the cost of the tow and storage fees for a maximum of thirty (30) clays. Furthermore, the Contractor may attempt to collect these fees, or make arrangements to collect these fees, at the time of release but shall not hold the vehicle in lieu of payment unless specifically authorized by the City's Project Manager or designee. 13. In any case where the Police Department inadvertently and/or erroneously causes the impound or storage of a vehicle, or fails to properly notify the owner in a timely manner, the Contractor agrees to release the vehicle at the request of the City's Project Manager or designee and waive all fees or charges associated with the tow. 25F -105 14. Any personal property released from a vehicle shall occur at the business office or primary storage facility and shall require authorization from the Police Department. All property shall be released pursuant to CVC § 22851(b) and CVC § 22651.07. Personal property includes any property not affixed to the vehicle (e.g. clothes, cell phones, papers, pull -out / detachable face radios, etc.) J. CUSTOMER SERVICE Contractor shall provide service which is accessible, courteous, responsive, timely, equitable and given in the spirit of professionalism and mutual respect. Contractor's personnel are a reflection of the City of Santa Ana and, as such, are expected to: 1. Interact with customers and City officials, whether in person or on the phone, in a pleasant, respectful and professional manner. 2. Give full attention to each customer's needs by asking questions. Provide information, products and service in an accurate, organized and complete manner. Determine that the customer's request has been fulfilled. 3. Maintain a professional demeanor at all times that is free from rude, discourteous or harassing behavior. 4. Comply with all federal, state, county, and city laws and regulations, 5. Use adequate equipment that is kept clean and neat at all times. 6. Train other Contractor employees to be polite and courteous during public contact. 7. Employ truth and accuracy in reporting customer service records. K. RATES AND FEES Notwithstanding other provisions of this agreement related to rates and fees, the Contractor agrees to comply with the following provisions as they relate to rates and fees charged in accordance with this agreement: 1. For services provided pursuant to this Agreement, the Contractor shall collect towing, storage and other service fees from the vehicle owner at the time of release. Said fees shall comply with the Santa Ana Police Department's Towing and Storage Fee Schedule, attached hereto as Exhibit B, and incorporated by this reference, 25F -106 2. The Contractor acknowledges that the fee schedule is intended to list the maximum amounts for services rendered but nothing in this Agreement shall preclude the Contractor from charging less than the maximum fee allowed. Nothing shall prohibit a Contractor from sending a Class B, C or D tow truck to a call requiring a lighter class tow truck to perform requested services. However, the Contactor acknowledges that fees may only be charged for the class necessary to perform the requested services and not necessarily for the class of tow truck dispatched to the call. 4. No fees maybe charged for personnel, equipment or services reasonably necessary to perform the required service. 5. No lien shall be placed on the vehicle for services performed or initiated, and subsequently cancelled on -scene by the Santa Ana Police Department, unless the Contractor has presented a written statement to the vehicle's registered owner or agent for the signed authorization of services to be performed pursuant to Civil Code § 3068(a). a. The Contractor shall not attempt to take possession of a vehicle in order to establish a lien for any services performed or initiated and subsequently cancelled. b. The Contractor shall not bill the City of Santa Ana or Santa Ana Police Department for any services performed or initiated, and subsequently cancelled by the department. However, in such cases, the incident shall not be considered a rotational call and the Contractor shall be returned to the top of the rotation list. 6. The Towing and Storage Fee Schedule shall be posted in the business offices, storage facilities and tmv trucks pursuant to CVC § 22651.07. Rate adjustments may be considered based on the criteria set forth in this Agreement. 8. Contractor's failure to comply with the Towing and Storage Fee Schedule shall be subject to disciplinary action. 9. The Contractor shall not seek payment from the City of Santa Ana for services provided pursuant to this Agreement. However, the City shall be responsible for the following charges ordered by the City pursuant to this Agreement: a. Collision cleanup as outlined in this Agreement; b. Other services authorized by the City's Project Manager prior to the performance of said duties. 25F -107 L. MISCELLANEOUS PROVISIONS 1. The Contractor shall have a Carrier Identification and a valid Motor Carrier Property (MCP) pen-nit, which shall be provided to the City's Project Manager or designee. The expiration or suspension of the MCP shall result in immediate suspension from the rotation list as well as possible disciplinary action. 2. There may be times when the Contractor comes across a vehicle blocking the roadway although not assigned to the call or next on the rotation list. At the discretion of the officer at the scene, the Contractor may be directed to assist in moving the vehicle to the side of the roadway only. This service shall be provided without cost to the City or vehicle owner; and shall not affect the Contractor's position on the rotation list. 3. The Contractor shall be held accountable for all vehicles, personal property and vehicle accessories once the vehicle is in the possession of the driver and/or stored at their facility. The Contractor agrees to relieve the City, its officers, agents and employees of all responsibility once the vehicle is in the custody of the Contractor. 4. There shall be no photography or video recording at the scene of a tow or collision by the Contractor or any employee unless directly related to the towing operation. Photographs or video recordings shall only be directed at vehicles or the area immediately surrounding the vehicle but in no case shall capture any image of a person(s) injured or killed at the scene. 5. The Contractor, nor any employee of the Contractor, shall accept from any person or offer a gratuity to any member of the City in violation of CVC § 12110(a) and the City's gift ban ordinance. 6. The Contractor shall remain in compliance with CVC § 10652 as required. 7. Due to the negative perception of Private Party Impounds (PPI's) and the nexus to predatory towing practices, whether actual or perceived, the City of Santa Ana and the Santa Ana Police Department have an interest in ensuring any Contractor working on its behalf is not associated with these practices. In addition, tow companies that engage in PPI's are subjected to complaints and investigations on a more frequent basis than those that do not participate in this facet of the towing business. Therefore, the City strongly discourages any Contractor assigned to the rotational tow list from engaging in PPI's within the corporate limits of the City of Santa Ana. Subject to the investigative process outlined in the RFP, any company found to be in violation of PPI regulations including, but not limited to, applicable sections of CVC § 22658 or any other laws or regulations associated with PPI's shall be subject to suspension or immediate removal from the rotation list for sustained complaints or convictions for violations of the law. 25F -108 M. UTILIZATION OF DISPATCH AND TRACKING SOLUTIONS SOFTWARE The City uses Dispatch & Tracking Solutions (DTS) software for its rotational towing administration. The Contractor shall agree to utilize the most recent, updated, upgraded Dispatch & Tracking Solutions software program (DTS), or any other software solution selected by the City, to dispatch and track tow activity via a web -based Internet connection. All tow requests originating from the Santa Ana Police Department may be made utilizing this program. The Contractor's failure to have the DTS program in full operation and to acknowledge tow requests in a timely manner pursuant to this RFP shall result in a finding of default and shall result in immediate suspension from the tow rotation list. Failure to remedy the problem shall be grounds for the termination of the agreement between the City and the Contractor. The Contractor must be willing to must enter into a separate agreement, contract, or license for DTS software, or any other software solution implemented by the City, with the owner of that proprietary software. The City shall not provide the software program, any licensing or sub - licensing thereof or any intermediary services for the procurement by the Contractor of the software program. This Contract shall not be executed by the City until the Contractor has demonstrated to the City's Project Manager or designee satisfactory compliance with the requirements set forth herein. The Contractor shall be liable for all fees, charges, rates and service charges required for the procurement and use of DTS software or any similar software solution. If the City should elect to use a different program than DTS at some point in the future, the Contractor agrees to comply with the above requirements as it relates to the new software solution after provided reasonable notice by the City and sufficient opportunity to procure said software program. N. RESPONSIBILITIES WHEN RESPONDING TO CALLS FOR SERVICE 1. When the Contractor is called to the scene of a vehicle tow or a collision scene, the Contractor's employee will clean -up all debris at the scene in accordance with CVC § 27700 without charge to the City. a, If this service does not result in a vehicle tow, it shall not be considered a rotational call and the tow company shall be placed back on the top of the rotational tow list. b. Police employees should not call a rotational tow to the scene of a collision for the sole purpose of cleaning up debris. However, should this occur or become necessary, the Contractor may bill the City for the cost of the response in accordance with the City's Towing and Storage Fee Schedule. 25F -109 O. PERFORMANCE DURING INCLEMENT WEATHER OR DISASTERS 1. The Contractor acknowledges that the services provided under this contract are integral to the operations of the City of Santa Ana and the Santa Ana Police Department. Therefore, the Contractor agrees to perform the duties of this contract regardless of weather or other adverse conditions including, but not limited to, any disasters whether man -made or acts of God. 2. During periods of inclement weather or disaster, the Contractor shalt agree to adjust staffing levels to meet the increased demands for service during these times. Should the Contractor be unable to fulfill their responsibilities under the conditions described in this section, the Contractor shalt be responsible for any and all costs incurred by the City should the need to hire outside contractors become necessary to meet the needs of the Police Department due to the Contractor's default. P. PROTECTION OF THE PUBLIC AND DAMAGES TO EXISTII -'G 131 ILON11r>tN:�.y 1. The Contractor shall exercise due care and caution at all times for the protection of all persons and property. All fines, penalties and /or repair charges resulting from the Contractor's actions shall be the sole responsibility of the Contractor. 2. Understanding that the Contractor will respond to calls involving traffic collisions or traffic hazards, and pursuant to CVC § 22513, the Contractor shall only place or use equipment to block vehicle traffic lanes or render assistance to a motorist while exercising due care for the safety of the tow truck driver, the motorist and the motoring public. Tow truck drivers should be trained in scene management in accordance with this section. The Contractor shall ensure that all appropriate traffic safety warning devices are utilized as deemed necessary. 3. Contractors will be required to respond to calls where vehicles have collided with other objects and may have already caused damage to varying degrees. The methods proposed by the Contractor for towing and recovery services shall be reasonable and consistent with industry standards, best practices, and in a manner that shall not cause unnecessary additional hann, deface or damage any City or private property. In the event that damage to the City's right -of -way or private property has occurred due to the negligence of the Contractor, the Contractor shall be solely responsible for its repair or replacement in excess of the amount covered by the required insurance. 25F -110 Q. SPECIFICATIONS This Scope of Services is intended to cover all labor, material and standards of workmanship to be employed for in this work plan or reasonably implied by terms of same. Work or materials of a minor nature which may not be specifically mentioned, but which may be reasonably assumed as necessary for the completion of this work, shall be performed by the Contractor as if described in the specifications. R. RECORDS The Contractor shall keep accurate records concerning all vehicle tows, vehicle storages and vehicle releases or disposition. 2. In addition, the Contractor shall maintain accurate records of his/her employees or agents and provide the City with names and telephone numbers of emergency contact employees. 3. The Contractor shall complete a report each calendar month indicating the ntmnber of calls for "service, the number of vehicles towed, the number of vehicles in storage (regular and secure) and their current status, vehicles released, vehicles sent to lien sale, the status of any other vehicles or services rendered by the Contractor on behalf of the City, GPS information (if requested by the City) or any other information as may be required by the City's Project Manager or designee. 4. A phone log will be submitted monthly of all calls from the Santa Ana Police Department to the Contractor, identifying whether or not those calls required a request for service, and a description of the action taken as a result of the call. S. The Contractor shall provide monthly customer service phone logs from the public, indicating name, date, time and phone number of caller, reason for the call, any specific requests, the Contractor's response or action, and the amount of time required to address request. Such logs shall be accurate and truthful, 6. The Contractor shall permit the City to inspect and audit its books and records regarding City provided services at any reasonable time. S. AUDITS AND INSPECTIONS The Chief of Police or his designee shall conduct regular audits and inspections of the Contractor(s) assigned to this project to ensure they are fulfilling their responsibilities in accordance with the terms and conditions of this agreement. All work found during such audits or inspections to be substandard or failing to conform to the requirements of this agreement shall be corrected immediately by the Contractor and the City shall have the right to irmrnediately suspend the Contractor from the rotation list until the 25F -111 issue(s) is /are corrected. Failure to correct in a reasonable tirneline as outlined in this Agreement may result in termination of the contract. T. INVESTIGATION OF COMPLAINTS, LAWS, RULES, OR TERMS AND CONDITIONS OF AGREEMENT Whenever a complaint or allegation is lodged against a Contractor or initiated by the Police Department, the Traffic Commander shall assign a supervisor from the Traffic Division to investigate any allegations. A fair, impartial and comprehensive investigation shall be conducted and the findings documented for review. To the extent required by law, the Contractor shall cooperate fully in the investigation and provide any documentation requested by the investigator to assist in making a finding. In addition, the Contractor shall be given the opportunity, either orally or in writing, to respond to the complaint at the point deemed appropriate by the investigator. The City expects that the Contractor will demonstrate professional business practices and truth in reporting as it relates to any records or information requested. Minor infractions shall include, but not be limited to, situations such as poor customer service, failure to comply with non - safety related terns of the agreement, or minor equipment or facility deficiencies. Major infractions shall include, but not be limited to, situations involving honesty, integrity, safety, security, gross overcharging of a customer or a pattern of overcharging, failure to comply with the provisions of CVC § 22658 as it relates to PPI's, criminal violations (moral turpitude, DUI, drug related offenses, theft, etc.), or significant, repeated or flagrant violations of this agreement. If it is determined that criminal charges are appropriate, the assigned investigator shall document the incident on a crime report and present the case to the appropriate prosecuting authority for review. Based on the nature and seriousness of the misconduct being investigated, the Chief of Police may temporarily suspend the Contractor, or its agent individually, from the rotation list until the investigation is completed and a proper disposition is reached. The standard for sustaining a complaint against the Contractor or the Contractor's agent shall be a preponderance of the evidence, regardless of the nature of the violation. Other investigative findings may include unfounded (false or factually incorrect), exonerated (action occurred but was lawful or within the terms of this agreement) or not sustained (inconclusive due to insufficient evidence or independent witnesses). All complaints shall be forwarded to the Traffic Commander for review, approval and determination/recommendation of discipline if appropriate. 25F -112 U. DISCIPLINARY ACTION The Contractor agrees that failure by the Contractor, or its agent, to comply with the law or terms and conditions of this agreement shall be cause for administrative disciplinary action. However, nothing in this agreement shall preclude the City from taking appropriate enforcement action for violations of the law. Within 60 days of receipt of the complaint, the Traffic Commander shall review the findings of the investigation and recommend disciplinary action if appropriate. The Traffic Commander shall take into account the nature of the complaint, the findings of the investigation, past complaints against the Contractor and past practice of the Department to maintain equitable treatment of all Contractors assigned to the rotational tow list. Depending on the nature and complexity of the sustained violation, the Traffic Commander may allow the Contractor or designee to provide a brief written statement for consideration and /or may contact Contractor to ask additional questions. Disciplinary action shall typically be progressive in nature and based on the Contractor's record during the previous five (5) years from the date of complaint. Therefore, multiple infractions for similar offenses, regardless of their severity, will result in increased disciplinary action. However, this does not preclude the Traffic Commander from recommending more serious sanctions where major rule violations have been committed or there are aggravating facts associated with the misconduct. The following actions may be recommended; I. No further action. Z. Issue a written warning. 3. Impose a suspension for minor violations (one (1) to 30- days), 4, Impose a suspension for multiple minor violations or a single major violation (30 to 90- days). 5. Termination of the contract for cause and immediate removal from the rotation list. The Contractor shall be notified in writing of the City's intent to impose disciplinary action. The Traffic Commander shall have the authority to impose discipline up to and including the imposition of a suspension for minor violations as long as the suspension does not exceed 30 -days in length. However, nothing in this article shall preclude the Traffic Commander from reducing the recomrended discipline based on mitigating facts. Recommended suspensions exceeding 30- days in length or termination from the rotation list shall be approved by the Field Operations Bureau Commander prior to imposition. The 'Traffic Commander may recommend to the Chief of Police the immediate termination of this agreement if the conduct of the Contractor, or agents, are determined to pose a danger to the public, have an excessive number of complaints 25F -113 that tax the investigative resources of the Police Department, or the Contractor's actions reflect negatively upon the City. V. RIGHT TO APPEAL Upon receipt of a notice to impose disciplinary action, the Contractor shall have the right to submit a written appeal within ten (10) business days to the Field Operations Bureau Commander. The Field Operations Bureau Commander shall issue their findings in writing within ten (10) business days of the receipt of written appeal. If the Contractor disagrees with the findings of the appeal, their final remedy shall be the opportunity to submit a written appeal to the Chief of Police within ten (10) business days, via the Traffic Commander. The Chief of Police shall issue a written decision within (10) business days. The decision of the Chief of Police shall. be final. Disciplinary action shall riot be imposed until the hearing and appeal process has been exhausted. However, if the conduct of the Contractor is deemed to be so egregious or poses a danger to public safety, the City may exercise its right to immediately suspend the Contractor as set forth in this agreement. In such cases, the time during which the Contractor is suspended may be applied to the balance of a suspension imposed by the City, at the discretion of the hearing officer, and shall be the Contractor's only remedy as far as a pre - hearing suspension is concerned. Any time in excess of that credited toward an imposed suspension shall be lost. Failure to request an appeal, submit a written appeal, or appear at a mutually agreed upon hearing will waive the Contractor's right to further appeal and disciplinary action shall be imposed. W. SUPERVISION OF CONTRACT AND MEETINGS WITH CITY All work shall meet with the approval of the Santa Ana Police Department. As determined necessary by the City, there shall be a minimum of one monthly meeting with the Contractor and the City representative during the first year to determine progress and to establish areas needing attention. Status reports of activities performed by the Contractor will be submitted in writing to the City on a monthly basis or as determined necessary by the City. Any specific problem area which does not meet the conditions of the specifications set forth herein shall be called to the attention of the Contractor and if not corrected immediately, or within a reasonable period, may result in the Contractor being found in default of this agreement, which may result in suspension from the rotation list until the issue(s) is /are corrected in a satisfactory manner as set forth in the specifications or termination. 25F -114 X. MATERIALS AND EQUIPMENT The contractor shall make a reasonable effort to purchase equipment and materials in the City of Santa Ana and to utilize Santa Ana vendors. Contractor shall report its efforts as requested by the City. Y. DEFINITIONS 1. City — shall mean City of Santa Ana and representatives of the City of Santa Ana (e.g. Police Department or its agents). 2. City's Project Manager— shall be synonymous with the Traffic Commander for purposes of this project. 3. Contractor — shall mean any towing company submitting a response to this RFP and selected to perform services for the City on the Rotational Tow List, and shall include all employees or agents of said company. 4. Inclement Weather or Disasters — any adverse weather or environmental conditions, regardless of severity or duration, which places an increased demand or strain on public services, including tow operations, whether man- made or acts of God. S. Street — all paved dedicated public rights -of -way within the existing or future City limits. 6. Public Property -- any property under the control and direction of the City of Santa Ana or any other government agency within the corporate limits of the City of Santa Ana or State of California. 7. Private Property — any property that is privately owned or held by someone other than a government agency. 25F -115 EXHIBIT B FEE SCHEDULE AUTHORIZED TOWING AND STORAGE FEE SCHEDULE* „Service " Fee Stored Vehicle Release Fee (PD) $75.00 Class A $195.00 Class B or Flatbed $225.00 Class C $325.00 Class D $360.00 _ — Dolly, Go -Jacks or Linkage Fee $60.00 Rollover or Winching Fee $130,00 Clean -up Fee (fee to City capped at $35.00 per occurrence.) $60.00 Hazmat Fee (per five (5) gallon bucket) $115.00 Vehicle Storage Fees (Daily) Class A — Outside $55.00 Class A — Inside $60.00 Class B — Outside $60.00 Class B — Inside —— $65.00 Class C or Class D — Outside $65.00 Class C or Class D — Inside $70.00 After Hours Release 50% of the authorized towing char e _ Minimum Service Call or Drop Fee 50% of the authorized towing charge Lien Sale As authorized by the California Civil and Vehicle Codes Mileage (per mile outside the corporate city limits) $g,00 * Fees indicated herein will become the City's maximum authorized rates effective at the time of contract implementation; minimum 1 hour. 25F -116 SERVICE AGREEMENT ROTATIONAL TOW PROVIDER THIS AGREEMENT, made and entered into this 16th day of August, 2016 by and between B &D Towing, Inc., a California corporation, (hereinafter "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a contractor having special skill and knowledge in the field of providing vehicle towing and storage services. B. Contractor represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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 Contractor shall provide vehicle towing and storage service at the request of the Santa Ana Police Department, on a rotational basis, in accordance with the terms and conditions set forth in the Scope of Service, attached hereto as Exhibit A and incorporated by this reference. The City intends to contract with several tow companies to provide necessary towing services on a rotational basis. Towing services may include, but are not limited to, towing vehicles from public or private property at the direction of Police employees, owner's request for a tow made via the Police Department, the storage of vehicles, the secure storage of vehicles containing evidentiary value, debris clean -up and removal, recovery services and administrative oversight of vehicles in the custody of the contractor. 2. COMPENSATION a. The parties intend that towing and storage fees will be paid by the vehicle owner at the rates and charges set forth in Contractor's then current and approved fee schedule, attached as Exhibit B and incorporated by this reference. b. When Contractor provides services chargeable to the City as set forth in Exhibit A; the Contractor shall submit a monthly invoice by the 15th of the month to the City for any such services rendered in the prior month, if applicable. The invoice shall include all Exhibit 5 25F -117 information enumerated in California Vehicle Code ( "CVC ") § 22651.07(c) and include the following information: i. Contractor's invoice number ii, Santa Ana Police Department's case number c. Payment by City shall be made within sixty (60) days following receipt of proper invoice, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance for professional towing services or in accordance with the standards set forth in this agreement. d. Adjustments to the Towing and Storage Fee Schedule The Traffic Commander shall examine the towing and storage rates authorized in accordance with this agreement on an annual basis. The Traffic Commander may recommend to the Division Commander and the Chief of Police to adjust the towing and storage rates, not to exceed two percent (2 %) annually, based on the most recent statistics, as follows: the two indices which will be used for determining adjustments to the towing and storage fee schedule shall be the prior twelve (12) months, reporting month December, Consumer Price Index (CPI) for All Urban Consumers for Los Angeles - Anaheim- Riverside Consolidated Metropolitan Statistical Area, published by the United States Department of Labor's Bureau of Labor Statistics or any relevant successor for the Orange County area, and the twelve (12) month December Producer Price Index for Petroleum (PPI). The adjustment formula shall be as follows: The CPI shall be weighted at ninety (90 %) percent and PPI shall be weighted at ten (10 %) percent. However, fee adjustments will only be made if justified and shall occur at the sole discretion of the Chief of Police based on recommendations from the Traffic Commander. 3. TERM This Agreement shall commence on September 1, 2016 and continue through August 31, 2019, with two (2) one (1) year options to renew exercisable at the option of the City unless terminated earlier in accordance with Section 11, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment 25F -118 insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Contract, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance —the Contractor shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting there from and damage to property; resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting there from, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. b. Business Automobile Liability Insurance, or equivalent form, shall be maintained by the Contractor 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 as well as uninsured motorist coverage with a combined single limit of not less than $1,000,000 per occurrence. c. Worker's Compensation Insurance — in accordance with the provisions of Section 3300 of the Labor Code, Contractor is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Contract, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Garage Liability and Garage Keeper's Liability Insurance -- the Contractor shall maintain garage liability insurance to include all premises, operations and coverage for bodily injury and property damage with a combined single limit of not less than $1,000,000 per occurrence as well as garage keeper's liability insurance for vehicles in the care, custody and control of the operator in the storage facility with a single limit of not less than $100,000 per occurrence. e. On -Hook Insurance— the Contractor shall maintain on -hook insurance with limits not less than those required by the California Highway Patrol: 1. Class A tow truck - $25,000 2. Class B tow truck - $50,000 3. Class C or Class D tow trick - $100,000 25F -119 f. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: 1. Commercial general liability and business automobile insurance policies shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and riot contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. Contractor shall maintain all insurance required above in fall force and effect for the entire period covered by this Agreement. 2. Certificates of insurance shall be furnished to the City upon execution of this Contract and shall be approved in form by the City Attorney. 3. All of the Contractor's storage facilities shall be listed in the certificates of insurance. 4. 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. g. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith temainate this Contract. Such termination shall not affect Contractor's right to be paid for services satisfactorily provided in accordance with this agreement prior to notification of termination. The Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. G. INDEMNIFICATION To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Contract (including, without limitation, defects in workmanship and /or materials) or Contractor's presence or activities conducted performing the work (including the negligent and /or willful acts, errors and /or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees 25F -120 in any action on or to enforce the terms of this Contract. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. 7. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 8. NOTICE With the exception of insurance certificates and renewals, 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 Fax 714- 647 -6956 With courtesy copies to: Office of the Chief of Police City of Santa Ana Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 Fax 714 - 245 -8190 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 To Contractor: B &D Towing, Inc. 1502 North Susan Street Santa Ana, California 92703 Fax 714 -835 -4910 25F -121 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. 9. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any teens or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each patty 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. 10. ASSIGNMENT a. Inasmuch as this Contract is intended to secure the specialized services of Contractor, the Contractor may not sell, assign, transfer, delegate or subcontract any interest herein without the prior written consent of City and any such sale, assignment, transfer, delegation or subcontract without the City's prior written consent shall nullify and void any existing contract with the City. b. Unless previously approved by the City, the sale or transfer of the controlling interest in a company shall be cause for immediate termination of this contract and the Contractor shall be replaced on the Rotational Tow List by another company on an existing eligibility list or during a future RFQ process. 11. TERMINATION a.The City reserves the right to immediately terminate the contract, without penalty, for cause. b. In the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner required, or if Contractor violates any provision of this 25F -122 Agreement, Contractor shall be deemed in default. City shall provide written notice of such default to Contractor's Project Manager. If possible, the Contractor shall cure said default within a period of two (2) working days. If such cure is not completed in a timely manner, City may terminate the Agreement forthwith by giving written notice to Contractor's Project Manager. The City may, in addition to the other remedies provided in this Agreement or authorized by law, terminate this Agreement by giving written notice of termination. Contractor shall be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during Contractor's default. c. As described in Exhibit A, concerning the investigation and disposition of complaints, the City may terminate this agreement irmnediately for cause if it has been determined by the Traffic Commander, with concurrence from the Field Operations Bureau Commander, that the Contractor has committed major or minor rule violations associated with this agreement, or has committed violations of the law, and termination of the contract is deemed to be the appropriate disposition. d. This agreement may be terminated without cause by City by written notice delivered to the Contractor either personally or by mail, thirty (30) days prior to the end of the then current term.. Upon termination, City shall pay Contractor for services rendered as specified in the Agreement prior to the effective date of termination. 12. CONTRACTOR OPTION FOR TERMINATION The Contractor may request termination of the contract when conditions during the contract make it impossible to perform or when prevented from proceeding with the contract by act of God, by law or official action of a public authority or in the event of nonpayment by the City. Such request will require ninety (90) days written notice prior to contract termination date requested. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach, 13. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local taws and regulations. 14. EMPLOYMENT OPPORTUNITIES FOR SAN'T'A ANA RESIDENTS Contractor shall make every effort to solicit and advertise employment opportunities to Santa Ana residents. The City shall inform the Contractor of areas to publicize recruitment opportunities, such as work centers and community centers. 25F -123 Contractor shall provide to City, a description of efforts and procedures used to notify residents of employment opportunities as they occur but, at a minimwn, once each year prior to the City exercising its option to extend the contract. 15. CONTRACTOR'S PARTICIPATION AT COMMUNITY MEETINGS, EVENTS AND PUBLIC AWARENESS CAMPAIGNS If requested by City, the Contractor shall agree to participate in conummulity meetings, community events and public awareness campaigns, such as National Night Out, DUI presentations or any other neighborhood or City event. Such participation shall be upon City request provided with reasonable notice of the event. Such events will not exceed four (4) requests per year. 16. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS a. Contractor shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other laws, regulations, ordinances, codes and any other legislative or statutory requirements. b. Contractor warrants that the performance of services under this contract shall be compliant with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may be amended or updated throughout the term of this contract. 17. FINES The Contractor shall be liable for all violation fines levied against the City by any Federal, State or local agency, including but not limited to the Air Quality Management District (AQMD), and the Regional Water Quality Control Board, due to the action or failure to act by Contractor. 18. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Contractor shall, throughout the tern 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 25F -124 State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City frilly, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the patties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIAR. CARVALHO City Attorney By: r ?J-tzhTiCr 4, y>`1&�� Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas Chief of Police DAVID CAVAZOS City Manager B &D TOWING., INC. Efrain Davalos President 25F -125 EXHIBIT A SCOPE OF SERVICES EXHIBIT A — SCOPE OF SERVICES USE OF ROTATIONAL TOW LIST A. CRITERIA AND RULES FOR USE BY POLICE EMPLOYEES The City agrees to utilize the rotational tow list for all service requests initiated by members of the Santa Ana Police Department except where provided for in this agreement. Therefore, the City agrees to operate under the following policy guidelines unless reasonably necessary to deviate clue to exigent or unforeseen circumstances: 1. Whenever the driver or owner specifies a particular club, association or tow service to care for his/her vehicle, the garage or tow service requested shall be called and such calls shall not constitute a rotational tow call. 2. When a driver does not specify a particular garage or tow service, the garage or tow service called shall be taken from the rotational list in numerical order. When more than one vehicle is to be towed from a collision scene and the drivers do not specify a preference, the rotation list shall be followed on the basis of one tow truck for each vehicle utilizing the numerical rotational order. The rotation list shall be followed on a per vehicle basis rather than per collision or call for service. When multiple Contactors are called to the same incident, the distribution of vehicles shall be determined by the police officer at the scene. If the eligible Contractor does not answer the telephone or acknowledge the call via a software dispatch system, is unable to respond, unable to perform the required services, refuses to respond or provide the requested service, or is cancelled due to an excessive response time, that company shall be passed over and shall not be eligible until the Contractor comes up on the rotation list again. 4. It shall be the responsibility of the Contractor to notify the Police Department if it is unable to respond within the required time limit or with the appropriate equipment for the type of service requested. If it is determined the Contractor is not needed and is cancelled by the Police Department or the vehicle owner, the Contractor shall be placed back on top of the rotation list and no charge shall result from the call. 6. The rotation list shall be used on occasions where an officer stores or impounds a vehicle and the driver or owner is not consulted or is not present. 25F -126 All employees of the Police Department are specifically prohibited from soliciting or recommending any garage or tow service, either directly or indirectly, All officers are directed to ascertain from the party in charge of the vehicle as to their preference of a towing agency. A request of "no preference" by the person in charge will be relayed to dispatch by the officer and will result in a call to the Contractor that is next up on the rotation list. B. REPORTING PROCEDURES All officers requesting a tow truck from the rotational list for the towing, storing or impounding of a vehicle shall complete the Santa Ana Police Department storage /impound form when required by Departmental policy or procedure. The form shall be signed by both the officer and the driver of the tow truck. A copy of the Santa Ana Police Department storagehinpound form shall be given to the tow trick driver prior to the vehicle being towed fi-om the scene. II. CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES A. WORK ASSIGNMENTS AND SCHEDULE The Contractor shall be available to provide services within the corporate limits of the City of Santa Ana 24 -hours per day, seven (7) days per week, 365 days per year. There are no exceptions for holidays under the project. The Contractor shall also make reasonable accommodations for its personnel to attend meetings with City staff from the Police Department, City Attorney's Office or any other City Agency as required by the Project Manager. B. WORKING HOURS AND RESPONSE TIMES All services under this contact shall be available 24 -hours per day, seven (7) days per week, 365 -days per year without exception. 2. The owner, principal or business manager of the proposing Contractor shall have a minimum of five (5) years of verifiable experience in the towing for -hire industry. Prior experience performing towing services for a law enforcement agency are highly desirable but not required. If the owner, principal or business manager possessing this requisite experience is no longer employed by the Contractor at any time during the course of the contract, the Contractor shall immediately report such change in condition to the City's Project Manager and participation on the rotation list shall be suspended until a new owner, principal or business manager is identified and approved. The Contractor shall be required to have a dispatcher on -duty 24 -hours per day with the capability to communicate instantly with all trucks and /or drivers assigned to this project. 25F -127 4. All requests for tow services shall be acknowledged or refused within three (3) minutes by the Contractor's dispatcher and response to the scene shall occur within 20 minutes from the time the Contractor is notified by the Police Department's Communications Division. a. The 20 minute response time applies only to tow requests requiring a Class A tow truck. b. The Contractor shall be required to comply with this requirement by providing appropriate staffing levels and, if necessary, strategically staging personnel during peak traffic times to allow drivers sufficient time to arrive while complying with all traffic laws and regulations in their response to service requests. c. For any request requiring a Class B, C or Class D tow truck, the Contractor shall have the necessary equipment on scene within 45 minutes of notification by the Police Department's Communications Division if a Department employee identifies the need for such equipment or when determined by the Contractor's employee after responding to the scene and assessing the situation. 5, The Contractor shall be required to have a minimum of one (1) driver on dirty 24 -hours per day, seven (7) days per week. In addition, the Contractor shall have at least one (1) other driver on -call or stand -by. 6. The Contractor will also be required to maintain office hours between 8:00 am and 5:00 pm, seven (7) days a week, 365 days per year so vehicle owners can retrieve stored or impounded vehicles. C. REQUIRED TOW VEHICLES AND EQUIPMENT 1. At a minimum, the Contractor shall possess, maintain and be the listed registered owner of the following classes of tow vehicles (meeting requirements as defined in the most current version of CHP 234E — Tow Truck Inspection Guide): a. Four (4) Class A tow trucks designed for light duty towing operations. b. One (1) Class B tow truck designed for medium duty towing operations. c. One (1) Class C tow truck designed for heavy duty towing operations. 2. In addition, the Contractor shall either possess and maintain, or have immediate access to, one (l) Class D tow truck designed for super heavy duty towing operations (meeting requirements as defined in the most current version of CHP 234E —Tow Truck Inspection Guide). Even if subcontracted, this vehicle shall 25F -128 be made available for inspection and the Contractor will be held responsible for the condition and suitability of this vehicle. The company name, business address, telephone number and tow truck identification number shall be permanently and property affixed to each vehicle in a manner prescribed pursuant to CVC § 27907. 4. There shall be no words or language affixed to the vehicle associating the Contractor or the vehicle with the Santa Ana Police Department (e.g. "official police tow ") without the prior written approval of the City's Project Manager, 5. At no time shall the Contractor exceed the gross vehicle weight rating (GVWR) and /or safe loading requirements of the tow truck, including, but not limited to, exceeding the tow trucks GVWR, front axle weight rating, rear axle weight rating, maximum tire weight ratings, or failure to maintain 50 percent of the tow truck's unladen weight on the front axle when lifting or carrying a load. 6. The authorized Towing and Storage Fee Schedule shall be posted in public view in all tow trucks. 7. Contractors shall not share equipment with any other Contractor with the limited exception of access to a Class D tow truck as specified above. 8. All of the vehicles identified above and used in accordance with this agreement shall be equipped with the minimum equipment required to perform towing operations as well as the equipment pursuant to CVC § 27700 and the "Service and Other Equipment" section of the CHP 234B (Tow Trick Inspection Guide) form. The Contractor may also be required to carry any other safety devices reasonably required by the City. The contractor shall maintain all vehicles and equipment in good repair for use by the Contractor's employees assigned to perform services pursuant to this agreement. The Contractor shall be responsible for, and pay for all operating expenses, equipment, maintenance and insurance for vehicles assigned to perform work related to this agreement. All tow trucks shall be equipped and maintained in accordance with applicable sections from the California Vehicle Code, Title 13 of the California Code of Regulations, the requirements of this RFP and industry standards. 10. All vehicles shall be kept clean, be free of offensive odors and maintain a professional appearance. 11. All tow trucks shall be inspected annually by the California Highway Patrol and maintain a current Commercial Vehicle Safety Alliance (CVSA) decal. The Contractor shall provide current copies of CHP 234B (Tow Truck Inspection 25F -129 Guide) and CHP 407F (Safetynet Driver /Vehicle Inspection Report) for each vehicle to the City's Project Manager or designee, 12. The Contractor agrees that the Santa Ana Police Department may inspect any vehicle, without prior notice, at any time during normal business hours. 13.The Contractor shall provide instant communication access via cellular phone or radio to all personnel while performing their duties. G. GLOBAL POSITIONING SYSTEM (GPS) It is highly desirable for the Contractor to provide GPS capabilities in all of their tow trucks. If offered for consideration in the Contractor's Response, the City and Contractor shah be able to view this information via computer in real time and the Contractor shall provide GPS reports at the request of the City. K. CONTRACTOR'S BUSINESS OFFICE REQUIREMENTS The Contractor shalt maintain an office and storage facility within the corporate limits of the City of Santa Ana and remain in compliance with any requirements imposed by the Police Department, the Planning Division or any other Department, Agency or Agent of the City of Santa Ana. in accordance with federal regulations, state law, the Santa Ana Municipal Code and this agreement. 2. It is preferable that the office and storage facility be at the same location to minimize the impact on the community. However, should additional locations exist, the Contractor agrees to conduct all business from the primary facility and any costs associated with operating a secondary location and /or moving vehicles to or from that secondary location shall not be passed along to any customer covered under this agreement. 3. The primary facility shall have a sign clearly visible to the public that identifies the location as a towing service. 4. The business hours shall be clearly posted. 5. The office shall be sufficiently staffed to allow customers to speak with a company representative during normal business hours without unnecessary delay. 6. Current and approved rates pursuant to the Towing and Storage Fee Schedule shall be posted in public view in the Contractor's office and /or storage facility in compliance with California Civil Code § 3070 and CVC § 22651.07. 7. The Contractor shall comply with the provisions of CVC § 22651.1. 25F -130 S. The Contractor shall maintain records of all tow services furnished by the Contractor at the primary office location. a. Invoices shall contain the required itemized information pursuant to CVC 2265L07(e). b. Itemized invoices shall contain a distinct notice upon the invoice stating "Upon request, you are entitled to receive a copy of the "Towing Fees and Access Notice." This notice shall be contained within a bordered text box, printed in no less than 10 -point type pursuant to CVC 22651.07(a)(1)(13)(3). The operator's primary business office shall also maintain business records relating to personnel, insurance, personnel taxes, payroll, applicable operating authorities, local operating authorities, lien sale actions, driver's record of duty status (intrastate and /or interstate), and Federal Communication Commission licensing (if applicable). 10. The Contractor agrees that a representative from the Santa Ana Police Department may inspect all business records, facilities and vehicles without notice during normal business hours. 11. The Contractor shall permit the Santa Ana Police Department to make copies of business records at their place of business or remove business records for the purpose of reproduction. 12. Lien fees, or any fees related to the preparation of a lien, shall not exceed the amounts allowable in the Towing and Storage Fee Schedule, attached hereto as Exhibit B, and in compliance with all relevant provision of the California Vehicle Code and California Civil Code. I. STORAGE FACILITY AND VEHICLE STORAGE REQUIREMENTS 1. It is preferable that the storage facility is located at the same location as the primary business office. However, if located at a different location than the main office,. the storage facility must be within the corporate limits of the City of Santa Ana and have an on -site release office at all storage lots. Persons seeking to take possession of their vehicle or property shall not be required to travel to more than one location to recover their vehicle from the Contractor's custody. 2. The storage facility and all vehicles towed at the direction of the City shall be made available to police personnel 24-hours per day, 7 -days per week. The entire storage lot must be sufficiently well lit to deter theft. Other theft deterrent devices (e.g. cameras, alarms, on -site personnel, etc.) are highly desirable. 25F -131 4. The storage lot must be completely secured by a wall or fencing and agate that is able to be locked to maintain security for stored and impounded vehicles. The minimum height requirement for the fence and gate shall be six (6) feet. 5. The storage lot shall be large enough to hold a minimum of 100 vehicles at any given location. This requirement is the minimum area reserved for Santa Ana vehicles and additional space is highly desirable. All vehicles towed by the City shall be stored within the corporate city Limits and the vehicle or any of its contents shall be made available for release within the corporate city limits. if multiple storage facilities are maintained, the Contractor shall only use the secondary lot when the primary lot is full and shall not charge for transportation beyond that of the main storage facility. 6. The Contractor shall also provide an inside storage facility, which must consist of four walls with a solid roof and a door equipped with a locking device. Additional security features are highly desirable. This facility shall be sufficient to reasonably protect vehicles from theft, tampering, weather, environmental conditions or any other circumstances that could cause the removal or contamination of evidence. Access to this area by employees or other individuals shall also be restricted. This facility shall be capable of storing a minitmun of four (4) mid -sized vehicles for the City of Santa Ana and sufficient space to conduct forensic analysis of the vehicle on -site if necessary. 7. Vehicles impounded pursuant to CVC § 10751 shall be placed in an area of the storage facility that will provide sufficient space and privacy, allowing auto theft investigators to perform a vehicle inspection without delay. This requirement shall be required for the first ten (10) days of impound. 8. Vehicles will not be released, sold or dismantled until a signed release form has been obtained from the Santa Ana Police Department. The signed release form will be kept by the towing company as proof of authority for the release. 9. Release forms are required for impounded vehicles and vehicles with a "hold" placed on them by police department personnel. The release form will indicate they are from the Santa Ana Police Department and shall only be signed by authorized members of the Police Department. a. Stolen vehicles recovered by the Police Department will be released to the victirrn/owner by the Contractor with proof of ownership. Unless specifically noted, no release will be required from the Police Department. b. Stolen vehicles recovered by the Police Department requiring further investigation as determined by the handling officer will be impounded pursuant to CVC § 22655.5, thereby placing a hold on the vehicle. The impound box will be marked along with an explanation in the narrative. 25F -132 These vehicles will not be released until the victim/owner obtains a release from the Police Department. c, If the owner of the vehicle is unable to prove ownership to the tow agency, they will be referred to the Santa Ana Police Department and a release will be issued once ownership is established. d. If a registered owner is unable to retrieve their vehicle from storage, a vehicle authorization form shall be provided by the Contractor to the person authorized to pick -up the vehicle. The authorized recipient, on behalf of the registered owner, will be required to provide identification for the Contractor to photocopy (front /back). 10. When a vehicle is impounded, the towing company will place the word "hold" or other similar notation on the windshield of the vehicle. This is to minimize unauthorized contact with the vehicle and to provide control measures to prevent the inadvertent release. a. The responsibility for determining and placing the word "hold" or other similar notation on the windshield of the vehicle will be the responsibility of the Contractor at the time of vehicle possession. The Contractor's employee signature on the storage /impound report will acknowledge an understanding of the type of report completed by the officer and any necessary holds. The Contractor should clarify any misunderstandings or omissions on the report at this time. 11. Vehicles towed or stored with an "evidence hold" shall not be touched, moved or tampered with in any manner without the written consent of the City's Project Manager or designee. 12. The Contractor agrees to tow and store vehicles taken pursuant to an "evidence hold" as defined in CVC §§ 22655.5 or 22655(x) without charge to the City and agrees to release the vehicle to the owner at the City's request. Unless waived in whole or in part by the City's Project Manager, the tow company may pursue collections from the registered owner for these charges but shall not exceed the cost of the tow and storage fees for a maximum of thirty (30) days. Furthermore, the Contractor may attempt to collect these fees, or make arrangements to collect these fees, at the time of release but shall not hold the vehicle in lieu of payment unless specifically authorized by the City's Project Manager or designee. 13. In any case where the Police Department inadvertently and /or erroneously causes the impound or storage of a vehicle, or fails to properly notify the owner in a timely manner, the Contractor agrees to release the vehicle at the request of the City's Project Manager or designee and waive all fees or charges associated with the tow. 25F -133 14. Any personal property released from a vehicle shall occur at the business office or primary storage facility and shall require authorization from the Police Department. All property shall be released pursuant to CVC § 22851(b) and CVC § 22651.07. Personal property includes any property not affixed to the vehicle (e.g. clothes, cell phones, papers, pull -out / detachable face radios, etc,) J. CUSTOMER SERVICE Contractor shall provide service which is accessible, courteous, responsive, timely, equitable and given in the spirit of professionalism and mutual respect. Contractor's persormel are a reflection of the City of Santa Ana and, as such, are expected to: 1. Interact with customers and City officials, whether in person or on the phone, in a pleasant, respectful and professional manner, 2. Give full attention to each customer's needs by asking questions. Provide information, products and service in an accurate, organized and complete manner. Determine that the customer's request has been fulfilled, 3. Maintain a professional demeanor at all times that is free from rude, discourteous or harassing behavior, 4. Comply with all federal, state, county, and city laws and regulations. 5. Use adequate equipment that is kept clean and neat at all times. 6. Train other Contractor employees to be polite and courteous during public contact. 7. Employ truth and accuracy in reporting customer service records. K. RATES AND FEES Notwithstanding other provisions of this agreement related to rates and fees, the Contractor agrees to comply with the following provisions as they relate to rates and fees charged in accordance with this agreement: I. For services provided pursuant to this Agreement, the Contractor shall collect towing, storage and other service fees from the vehicle owner at the time of release. Said fees shall comply with the Santa Ana Police Department's Towing and Storage Fee Schedule, attached hereto as Exhibit B, and incorporated by this reference, 25F -134 2. The Contractor acknowledges that the fee schedule is intended to list the maximum amounts for services rendered but nothing in this Agreement shall preclude the Contractor from charging less than the maximum fee allowed. 3. Nothing shall prohibit a Contractor from sending a Class B, C or D tow truck to a call requiring a lighter class tow truck to perform requested services. However, the Contactor acknowledges that fees may only be charged for the class necessary to perform the requested services and not necessarily for the class of tow truck dispatched to the call. 4. No fees maybe charged for personnel, equipment or services reasonably necessary to perform the required service. 5. No lien shall be placed on the vehicle for services performed or initiated, and subsequently cancelled on -scene by the Santa Ana Police Department; urAess the Contractor has presented a written statement to the vehicle's registered owner or agent for the signed authorization of services to be performed pursuant to Civil Code § 3068(a). a. The Contractor shall not attempt to take possession of a vehicle in order to establish a lien for any services performed or initiated and subsequently cancelled. b. The Contractor shall not bill the City of Santa Ana or Santa Ana Police Department for any services performed or initiated, and subsequently cancelled by the departnent. However, in such cases, the incident shall not be considered a rotational call and the Contractor shall be returned to the top of the rotation list. 6. The Towing and Storage Fee Schedule shall be posted in the business offices, storage facilities and tow tricks pursuant to CVC § 22651.07. 7. Rate adjustments may be considered based on the criteria set forth in this Agreerment. 8. Contractor's failure to comply with the Towing and Storage Fee Schedule shall be subject to disciplinary action. 9. The Contractor shall not seek payment from the City of Santa Ana for services provided pursuant to this Agreement. However, the City shall be responsible for the following charges ordered by the City pursuant to this Agreement: a. Collision cleanup as outlined in this Agreement; b. Other services authorized by the City's Project Manager prior to the performance of said duties. 25F -135 L. MISCELLANEOUS PROVISIONS 1. The Contractor shall have a Carrier Identification and a valid Motor Carrier Property (MCP) permit, which shall be provided to the City's Project Manager or designee. The expiration or suspension of the MCP shall result in immediate suspension from the rotation list as well as possible disciplinary action. 2. There may be times when the Contractor comes across a vehicle blocking the roadway although not assigned to the call or next on the rotation list. At the discretion of the officer at the scene, the Contractor may be directed to assist in moving the vehicle to the side of the roadway only. This service shall be provided without cost to the City or vehicle owner, and shall not affect the Contractor's position on the rotation list. 3. The Contractor shall be held accountable for all vehicles, personal property and vehicle accessories once the vehicle is in the possession of the driver and/or stored at their facility. The Contractor agrees to relieve the City, its officers, agents and employees of all responsibility once the vehicle is in the custody of the Contractor. 4. There shall be no photography or video recording at the scene of a tow or collision by the Contractor or any employee unless directly related to the towing operation. Photographs or video recordings shall only be directed at vehicles or the area inunediately surrounding the vehicle but in no case shall capture any linage of a person(s) injured or killed at the scene. 5. The Contractor, nor any employee of the Contractor, shall accept from any person or offer a gratuity to any member of the City in violation of CVC § 12110(a) and the City's gift ban ordinance. 6. The Contractor shall remain in compliance with CVC § 10652 as required. 7. Due to the negative perception of Private Party Impounds (PPI's) and the nexus to predatory towing practices, whether actual or perceived, the City of Santa Ana and the Santa Ana Police Department have an interest in ensuring any Contractor working on its behalf is not associated with these practices. In addition, tow companies that engage in PPI's are subjected to complaints and investigations on a more frequent basis than those that do not participate in this facet of the towing business. Therefore, the City strongly discourages any Contractor assigned to the rotational tow list from engaging in PPI's within the corporate limits of the City of Santa Ana. Subject to the investigative process outlined in the RFP, any company found to be in violation of P'PI regulations including, but not limited to, applicable sections of CVC § 22658 or any other laws or regulations associated with PPI's shall be subject to suspension or immediate removal from the rotation list for sustained complaints or convictions for violations of the law. 25F -136 M. UTILIZATION OF DISPATCH AND TRACKING SOLUTIONS SOFTWARE The City uses Dispatch & Tracking Solutions (.DTS) software for its rotational towing administration, The Contractor shall agree to utilize the most recent, updated, upgraded Dispatch & Tracking Solutions software program (DTS), or any other software solution selected by the City; to dispatch and track tow activity via a web -based Internet connection, All tow requests originating from the Santa Ana Police Department may be made utilizing this program. The Contractor's failure to have the DTS program in full operation and to acknowledge tow requests in a timely manner pursuant to this RFP shall result in a finding of default and shall result in immediate suspension from the tow rotation list. Failure to remedy the problem shall be grounds for the termination of the agreement between the City and the Contractor. The Contractor must be willing to must enter into a separate agreement, contract, or license for DTS software, or any other software solution implemented by the City, with the owner of that proprietary software. The City shall not provide the software program, any licensing or sub - licensing thereof or any intermediary services for the procurement by the Contractor of the software program. This Contract shall not be executed by the City until the Contractor has demonstrated to the City's Project Manager or designee satisfactory compliance with the requirements set forth herein. The Contractor shall be liable for all fees, charges, rates and service charges required for the procurement and use of DTS software or any similar software solution. If the City should elect to use a different program than DTS at some point in the future, the Contractor agrees to comply with the above requirements as it relates to the new software solution after provided reasonable notice by the City and sufficient opportunity to procure said software program. N. RESPONSIBILITIES WHEN RESPONDING TO CALLS FOR SERVICE I. When the Contractor is called to the scene of a vehicle tow or a collision scene, the Contractor's employee will clean -up all debris at the scene in accordance with CVC § 27700 without charge to the City. a. If this service does not result in a vehicle tow, it shall not be considered a rotational call and the tow company shall be placed back on the top of the rotational tow list. b. Police employees should not call arotational tow to the scene of collision for the sole purpose of cleaning up debris. I3owever, should this occur or become necessary, the Contractor may bill the City for the cost of the response in accordance with. the City's Towing and Storage Fee Schedule. 25F -137 O. PERFORMANCE DURING INCLEMENT WEATHER OR DISASTERS 1. The Contractor acknowledges that the services provided under this contract are integral to the operations of the City of Santa Ana and the Santa Ana Police Department. Therefore, the Contractor agrees to perform the duties of this contract regardless of weather or other adverse conditions including, but not limited to, any disasters whether man -made or acts of God. 2. During periods of inclement weather or disaster, the Contractor shall agree to adjust staffing levels to meet the increased demands for service during these times. 3. Should the Contractor be unable to fulfill their responsibilities under the conditions described in this section, the Contractor shall be responsible for any and all costs incurred by the City should the need to hire outside contractors become necessary to meet the needs of the Police Department due to the Contractor's default. P. PROTECTION OF TI3E PUBLIC AND DAMAGES TO EXISTING STRUC'T'URES 1. The Contractor shall exercise due care and caution at all times for the protection of all persons and property. All fines, penalties and/or repair charges resulting from the Contractor's actions shall be the sole responsibility of the Contractor. 2. Understanding that the Contractor will respond to calls involving traffic collisions or traffic hazards, and pursuant to CVC § 22513, the Contractor shall only place or use equipment to block vehicle traffic lanes or render assistance to a motorist while exercising due care for the safety of the tow trick driver, the motorist and the motoring public. Tow truck drivers should be trained in scene management in accordance with this section. The Contractor shall ensure that all appropriate traffic safety warning devices are utilized as deemed necessary. 3. Contractors will be required to respond to calls where vehicles have collided with other objects and may have already caused damage to varying degrees. The methods proposed by the Contractor for towing and recovery services shall be reasonable and consistent with industry standards, best practices, and in a manner that shall not cause unnecessary additional harm, deface or damage any City or private property. In the event that damage to the City's right -of -way or private property has occurred due to the negligence of the Contractor, the Contractor shall be solely responsible for its repair or replacement in excess of the amount covered by the required 'insurance. 25F -138 Q. SPECIFICATIONS This Scope of Services is intended to cover all labor, material and standards of workmanship to be employed for in this work plan or reasonably implied by terms of sane. Work or materials of a minor nature which may not be specifically mentioned, but which may be reasonably assumed as necessary for the completion of this work, shall be performed by the Contractor as if described in the specifications. R. RECORDS I. The Contractor shall keep accurate records concerning all vehicle tows, vehicle storages and vehicle releases or disposition. 2. In addition, the Contractor shall maintain accurate records of his /her employees or agents and provide the City with names and telephone numbers of emergency contact employees. 3. The Contractor shall complete a report each calendar month indicating the number of calls for service, the number of vehicles towed, the number of vehicles in storage (regular and secure) and their current status, vehicles released, vehicles sent to lien sale, the status of any other vehicles or services rendered by the Contractor on behalf of the City, GPS information (if requested by the City) or any other information as may be required by the City's Project Manager or designee. 4. A phone log will be submitted monthly of all calls from the Santa Ana Police Department to the Contractor, identifying whether or not those calls required a request for service, and a description of the action taken as a result of the call. 5. The Contractor shall provide monthly customer service phone logs from the public, indicating name, date, time and phone number of caller, reason for the call, any specific requests, the Contractor's response or action, and the amount of time required to address request. Such logs shall be accurate and truthful. 6. The Contractor shall permit the City to inspect and audit its books and records regarding City provided services at any reasonable time. S. AUDITS AND INSPECTIONS The Chief of Police or his designee shall conduct regular audits and inspections of the Contractor(s) assigned to this project to ensure they are fi lfilling their responsibilities in accordance with the terns and conditions of this agreement. All work found during such audits or inspections to be substandard or failing to conform to the requirements of this agreement shall be corrected immediately by the Contractor and the City shall have the right to immediately suspend the Contractor from the rotation list until the 25F -139 issue(s) is /are corrected. Failure to correct in a reasonable timeline as outlined in this Agreement may result in termination of the contract. T. INVESTIGATION OF COMPLAINTS, LAWS, RULES, OR TERMS AND CONDITIONS OF AGREEMENT Whenever a complaint or allegation is lodged against a Contractor or initiated by the Police Department, the Traffic Commander shall assign a supervisor from the Traffic Division to investigate any allegations. A fair, impartial and comprehensive investigation shall be conducted and the findings documented for review. To the extent required by law, the Contractor shall cooperate fully in the investigation and provide any documentation requested by the investigator to assist in making a finding. In addition, the Contractor shall be given the opportunity, either orally or in writing, to respond to the complaint at the point deemed appropriate by the investigator. The City expects that the Contractor will demonstrate professional business practices and truth in reporting as it relates to any records or information requested. Minor infractions shall include, but not be limited to, situations such as poor customer service, failure to comply with non - safety related terms of the agreement, or minor equipment or facility deficiencies. Major infractions shall include, but not be limited to, situations involving honesty, integrity, safety, security, gross overcharging of a customer or a pattern of overcharging, failure to comply with the provisions of CVC § 22658 as it relates to PPI's, criminal violations (moral turpitude, DUI, drug related offenses, theft, etc.), or significant, repeated or flagrant violations of this agreement. If it is determined that criminal charges are appropriate, the assigned investigator shall document the incident on a crime report and present the case to the appropriate prosecuting authority for review. Based on the nature and seriousness of the misconduct being investigated, the Chief of Police may temporarily suspend the Contractor, or its agent individually, from the rotation list until the investigation is completed and a proper disposition is reached. The standard for sustaining a complaint against the Contractor or the Contractor's agent shall be a preponderance of the evidence, regardless of the nature of the violation. Other investigative findings may include unfounded (false or factually incorrect), exonerated (action occurred but was lawful or within the terms of this agreement) or not sustained (inconclusive due to insufficient evidence or independent witnesses). All complaints shall be forwarded to the Traffic Commander for review, approval and determination/recommendation of discipline if appropriate. 25F -140 U. DISCIPLINARY ACTION The Contractor agrees that failure by the Contractor, or its agent, to comply with the law or terms and conditions of this agreement shall be cause for administrative disciplinary action. However, nothing in this agreement shall preclude the City from taking appropriate enforcement action for violations of the law. Within 60 days of receipt of the complaint, the Traffic Commander shall review the findings of the investigation and recommend disciplinary action if appropriate. The Traffic Commander shall take into account the nature of the complaint, the findings of the investigation, past complaints against the Contractor and past practice of the Department to maintain equitable treatment of all Contractors assigned to the rotational tow list. Depending on the nature and complexity of the sustained violation, the Traffic Commander may allow the Contractor or designee to provide a brief written statement for consideration and /or may contact Contractor to ask additional questions. Disciplinary action shall typically be progressive in nature and based on the Contractor's record during the previous five (5) years from the date of complaint. Therefore, multiple infractions for similar offenses, regardless of their severity, will result in increased disciplinary action. However, this does not preclude the Traffic Commander from recommending more serious sanctions where major rule violations have been cormnitted or there are aggravating facts associated with the misconduct. The following actions may be recommended: 1. No further action. 2. Issue a written warning. 3. Impose a suspension for minor violations (one (1) to 30- days). 4. Impose a suspension for multiple minor violations or a single major violation (30 to 90- days). 5. Termination of the contract for cause and immediate removal from the rotation list. The Contractor shall be notified in writing of the City's intent to impose disciplinary action. The Traffic Commander shall have the authority to impose discipline up to and including the imposition of a suspension for minor violations as long as the suspension does not exceed 30 -days in length. However, nothing in this article shall preclude the Traffic Commander from reducing the recommended discipline based on mitigating facts. Recommended suspensions exceeding 30- days in length or termination from the rotation list shall be approved by the Field Operations Bureau Commander prior to imposition. The Traffic Commander may recommend to the Chief of Police the immediate termination of this agreement if the conduct of the Contractor, or agents, are determined to pose a danger to the public, have an excessive number of complaints 25F -141 that tax the investigative resources of the Police Department, or the Contractor's actions reflect negatively upon the City. V. RIGHT TO APPEAL Upon receipt of a notice to impose disciplinary action, the Contractor shall have the right to submit a written appeal within ten (10) business days to the Field Operations Bureau Commander, The Field Operations Bureau Commander shall issue their findings in writing within ten (10) business days of the receipt of written appeal, If the Contractor disagrees with the findings of the appeal, their final remedy shall be the opportunity to submit a written appeal to the Chief of Police within ten (10) business days, via the Traffic Commander. The Chief of Police shall issue a written decision within (10) business days. The decision of the Chief of Police shall be final. Disciplinary action shall not be imposed until the hearing and appeal process has been exhausted. However, if the conduct of the Contractor is deemed to be so egregious or poses a danger to public safety, the City may exercise its right to immediately suspend the Contractor as set forth in this agreement. In such cases, the time during which the Contractor is suspended may be applied to the balance of a suspension imposed by the City, at the discretion of the hearing officer, and shall be the Contractor's only remedy as far as a pre - hearing suspension is concerned. Any time in excess of that credited toward an imposed suspension shall be lost. Failure to request an appeal, submit a written appeal, or appear at a mutually agreed upon hearing will waive the Contractor's right to further appeal and disciplinary action shall be imposed. W. SUPERVISION OF CONTRACT AND MEETINGS WITH CITY All work shall meet with the approval of the Santa Ana Police Department. As determined necessary by the City, there shall be a minimum of one monthly meeting with the Contractor and the City representative during the first year to determine progress and to establish areas needing attention. Status reports of activities performed by the Contractor will be submitted in writing to the City on a monthly basis or as determined necessary by the City. Any specific problem area which does not meet the conditions of the specifications set forth herein shall be called to the attention of the Contractor and if not corrected immediately, or within a reasonable period, may result in the Contractor being found in default of this agreement, which may result in suspension from the rotation list until the issue(s) is /are corrected in a satisfactory manner as set forth in the specifications or termination. 25F -142 X. MATERIALS AND EQUIPMENT The contractor shall make a reasonable effort to purchase equipment and materials in the City of Santa Ana and to utilize Santa Ana vendors. Contractor shall report its efforts as requested by the City. Y. DEFINITIONS L City — shall mean City of Santa Ana and representatives of the City of Santa Ana (e.g. Police Department or its agents). 2. City's Project Manager — shall be synonymous with the Traffic Commander for purposes of this project. 3. Contractor — shall mean any towing company submitting a response to this RFP and selected to perform services for the City on the Rotational Tow List, and shall include all employees or agents of said company. 4. Inclement Weather or Disasters — any adverse weather or environmental conditions, regardless of severity or duration, which places an increased demand or strain on public services, including tow operations, whether man- made or acts of God. 5. Street — all paved dedicated public rights -of -way within the existing or future City limits. 6. Public Property — any property under the control and direction of the City of Santa Ana or any other government agency within the corporate limits of the City of Santa Ana or State of California. 7. Private Property — any property that is privately owned or held by someone other than a government agency. 25F -143 EXHIBIT B FEE SCHEDULE AUTHORIZED TONING AND STORAGE FEE SCHEDULE* * Fees indicated herein will become the City's maximum authorized rates effective at the time of contract implementation; minimum I hour. 25F -144 Stored Vehicle Release Fee (PD) $75.00 Class A $195.00 Class B or Flatbed _ $225.00 Class C _ $325.00 Class D $360.00 Dolly, Go -Jacks or Linkage Fee $60.00 Rollover or Winching Fee $130.00 Clean -up Fee (fee to City capped at $35.00 per occurrence) $60.00 Hazmat Fee (per five (5) gallon bucket) $115.00 Vehicle Storage Fees (Daily) Class A — Outside $55_.00 Class A — Inside $60.00 Class B — Outside $60.00 Class B — Inside $65.00 Class C or Class D — Outside $65.00 Class C or Class D — Inside $70.00 After Hours Release 50% of the authorized towing charge Minimum Service Call or Drop Fee 50% of the authorized towing charge Lien Sale As authorized by the California Civil and Vehicle Codes Mileage (per mile outside the corporate city limits) _ $9.00 * Fees indicated herein will become the City's maximum authorized rates effective at the time of contract implementation; minimum I hour. 25F -144 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: AGREEMENT WITH SIEMENS FOR VIDEO SECURITY SYSTEM MAINTENANCE {STRATEGIC PLAN NO. 1,1} CIT MANAGER If RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: •:• o, ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a one -year agreement with Siemens, Inc. for professional services and maintenance of the City's video security system for the period of August 1, 2016 through July 31, 2017, in an amount not to exceed $174,914, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The United States Department of Homeland Security, Office of Grants and Training has developed the Urban Areas Security Initiative (UASI) funding program. This initiative was designed to enhance the domestic preparedness of urban areas by ensuring that all emergency first responders have adequate and appropriate equipment and training to prevent, respond to, and recover from acts of terrorism. Santa Ana has been designated as an Urban Area Core City since 2003. As such, for certain grant years, Santa Ana is responsible for purchasing equipment and providing training for the 34 jurisdictions in Orange County. The US Department of Homeland Security has identified Critical Infrastructure & Key Resources (CIKR) protection as a priority for state and local jurisdictions. The Anaheim /Santa Ana Urban Area has funded all phases of a Video Security /Surveillance system for the Civic Center and Police Department within the City of Santa Ana. The project began with the installation of a video camera system at police headquarters to harden and protect the perimeter of the facility. Phase I was completed in early 2012. Phase II included the installation of 48 cameras in and around the OC Civic Center, creating a similar network to what exists at police headquarters. Due to the City of Santa Ana being the County Seat, the buildings and agencies in the Civic Center are vital to the day -to -day operations of the City, State, and Federal governments. The Ronald Regan Federal Courthouse, U.S. Marshalls and Customs office, California Appellate Court, Orange County Criminal Courts building, and the Santa Ana City Hall are all located within the OC Civic Center. 25G -1 Agreement with Siemens August 16, 2016 Page 2 The cameras connect into the Police Department's existing network, allowing for first -hand incident prevention, response, and management capability. The system is very complex and uses state -of- the -art video management technology. Architecture and integration was implemented completely by Siemens. Without a comprehensive maintenance agreement, the Civic Center and Police Department risk losing the hardened security provided by the cameras. Technical hardware and software are susceptible to and require consistent updates and /or minor adjustments or replacements. The video system's technical hardware and software require consistent updates and /or minor adjustments or replacements. Through this agreement, Siemens will provide test and inspection of equipment (quarterly), camera cleaning for all 105 system cameras (seven of which are located in intersections and will require bucket trucks), yearly renewal of the Milestone XProtect Software Upgrade Program, Sureview Immx Software, and Hiperwall Software, and priority repair or replacement of video surveillance system components, including cameras, radios, power supplies, switch equipment and cables. This agreement will cover the period of August 1 1, 2016 through July 31, 2017. This agreement was delayed as UASI staff awaited the sole source declaration from the State Office of Emergency Services. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 - Community Safety, Objective #1 (Modernize the Community Policing philosophy to improve customer service, crime prevention and traffic / pedestrian / bicycle safety). FISCAL IMPACT Funds are available in the FY 2014 UASI Grant fund (no. 12514407 - 62300 - 16422001182 - 3498). Funds will be budgeted in the following fiscal years: FY 2016 -17 FY 2017 -18 Total Carlos Rojas Chief of Police Santa Ana Police Department $160,338 $14,576 $174,914 Exhibit: 1. Agreement with Siemens APPROVED AS TO FUNDS AND ACCOUNTS: Ak,_ La-"t 1 Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 25G -2 MAINTENANCE SERVICE AGREEMENT This Agreement ( "Agreement ") dated August 16, 2016, by and between SIEMENS INDUSTRY, INC., An Illinois corporation, ( "Siemens "), and the City of Santa Ana, a charier city and municipal corporation, ( "City "). RECITALS A. The City of Santa Ana has a video surveillance system for the Police Administration Building and Civic Center Area to protect critical infrastructure and key resources. B. The City desires to retain a contractor having special skill and knowledge to maintain and repair of the video security / surveillance system. C. Siemens represents that it is able and willing to provide such services to the City. D. In undertaking the performance of this Agreement, Siemens represents that it is knowledgeable in the field and that any services performed by Siemens under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contractor 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 Siemens shall provide maintenance and repair services for the surveillance system located in the Police Administration Building and Civic Center Area, as set forth in the proposal attached hereto as Exhibit "A." 2. COMPENSATION City agrees to pay, and Siemens agrees to accept as total payment for its services the costs outlined in the proposal attached as Exhibit "A." The total sutra to be expended under this Agreement shall not exceed $174,914.00, during the term of this Agreement. 3. TERM This Agreement shall commence on August 1, 2016 and terminate on July 31, 2017, . unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Siemens shall, daring 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 25G -3 shall it be construed to create an employer - employee relationship, ajoint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Siemens performs the services which are the subject matter of this Agreement; however, the services to be provided by Siemens shall be provided in a manner consistent with all applicable standards and regulations governing such services. Siemens shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Siemens shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Siemens 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 Siemens'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. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Siemens, if Siemens 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, Siemens 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 Siemens pursuant to this section: 25G -4 (i) Siemens shall supply City with a fully executed additional insured endorsement for commercial general liability and automobile coverages which a) names the City of Santa Ana, its officers, employees, agents and volunteers as additional insured, b) provides that Siemens insurance coverage shall be primary and that any other insurance, or self - insurance maintained by the City, its officers, employees, agents and volunteers shall be excess of Siemen's insurance and shall not contribute with it. (ii) Siemens agrees to waive subrogation which any of its insurers may acquire from Siemens by virtue of payment of any loss. Siemens agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation. (iii) Siemens shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (iv) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (v) 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. (vi) Certificates and renewals shall be sent to: Santa Ana Police Department Homeland Security Division 60 Civic Center Plaza Santa Ana, CA 92702 e. If Siemens 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 tennination shall not effect Siemens's right to be paid for its time and materials expended prior to notification of termination. Siemens waives the tight to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Siemens agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property darnage, which may arise from the negligence or willful misconduct of Siemens 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. This indemnity and hold harmless agreement applies to all claims 25G -5 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. 7. CONFIDENTIALITY If Siemens receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Siemens 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 Siemens disclosed in a publicly available source; (c) is in rightfid possession of the Siemens without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Siemens without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Siemens 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 With the exception of insurance certificates and renewals covered by Section 5.e.iv, above, any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 25G -6 With courtesy copies to: Santa Ana Police Department Homeland Security Division 60 Civic Center Plaza Santa Ana, CA 92702 (714) 245 -8098 Fax Number City Attorney City of Santa Ana 20 Civic Center Plaza, M29 Santa Ana, CA 92702 (714) 647 -6515 Fax Number To Siemens: Siemens Industry, Inc. Michael Dietsch, Enterprise Account Executive 10775 Business Center Drive Cypress, CA 90630 (714) 866- 289 -3006 Fax Number (714) 252 -1306 Phone Number A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Siemens, 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 Siemens. The parties agree that any terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terns and conditions hereof, shall not bind or obligate Siemens 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. 25G -7 I1. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Siemens, Siemens 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. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Siemens shall be entitled to receive and the City shall pay Siemens compensation for all services performed by Siemens prior to receipt of such notice of termination. 13. DISCRIMINATION Siemens 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. Siemens affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. LICENSES AND PERMITS Siemens 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. Siemens 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. 25G -8 16. CONSULTANT CERTIFICATIONS a. Federal Regulations — Recipient must comply with the government cost principles, uniform administrative requirements and audit requirements for federal grant program housed within Title 2, Part 200 of the Code of Federal Regulations. b. Debarment and Suspension — As required by Executive Orders 12549 and 12689, and 2 CFR §200.212 and codified in 2 CFR Part 200, Recipient must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal government. C. Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by CPTY, the grant agency and /or their duly authorized representatives for a period of three (3) years from the date of submission of the final expenditure report by the City of Santa Ana. For a period of tluee years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Recipient shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Recipient shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours. d. Recipient shall provide to City all records and information requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies. e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. E Americans with Disabilities Act of 1990 - (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. g. Lobbying and Political Activity - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan 25G -9 political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". h. Recipient will comply with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. i. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Byrd Anti - Lobbying Amendment (3'1 U.S.C. 1352), as applicable. j. Non - Discrimination and Equal Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CPR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Recipient makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Recipient will forward a copy of the findings to CITY which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. k. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. 1. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. m. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Copeland "Anti- Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. 25G -10 n. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. o. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. P. Recipient will comply, and all its contractors (or subrecipients) will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.G. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. q. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. r. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. S. Recipient agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with flmding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. t. Recipient may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) The copyright in any work developed through this Agreement; and (2) Any rights of copyright to which the subcontractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and tight to bind their respective parties to each of the terms of this Agreement, and shall 25G -11 indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: (3�L1Au cl Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: CARLOSROJAS Chief of Police CITY OF SANTA ANA DAVID CAVAZOS City Manager SIEMENS INDUSTRY, INC. 25G -12 (Name) (Title) EXHIBIT A SCOPE OF SERVICES AND FEES 25G -13 August 09, 2016 City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, California 92702 -1988 Michael Dietsch Enterprise Account Executive Southern California Reference: City of Santa Ana Security and Surveillance Maintenance Services Agreement (June 1, 2016 through May 31, 2617) Services Statement of Work: 1. Siemens shall provide the extension of its Maintenance, Monitoring, Repair and Support Services (Siemens Service Program), at the City of Santa Ana, per this scope of services document. 2. Term shall commence on August 1, 2016 and expire on July 31, 2017 and include systems at the following locations (but not limited to): a. Santa Ana City Hall, 20 Civic Center Plaza b. Ronald Reagan Federal Courthouse Building, 411 West 461 Street c. Santa Ana Police Department, 60 Civic Center Plaza d. Santa Ana Library, 26 Civic Center Plaza e. Santa Ana Civic Center Area, including street lights (7) E Orange County Courthouse 751 W. Santa Ana Boulevard g. Robert Thomas Building, 10 Civic Center Plaza h. Everest College, 500 W Santa Ana Blvd L State Building, 605; Santa Ana Blvd j. Federal Building, 34 Civic Center Plaza 3. Services agreement shall provide Software Maintenance Agreements for the following applications: a. Milestone XProtect Software Upgrade Program (SUP) b. Sureview Immx Software Annual Support and Maintenance (ASM) c. Hiperwall Software Maintenance Agreement (SMA) 4. Services agreement shall provide extended warranty "repair and replacement" coverage for the following systems and components: a. Milestone XProtect system i. Servers (2) b. Hiperwall Video Wall i. Servers ii. Workstations (5) iii. Network switches (2) iv, Monitors (10) c. Sureview Immix i. Server SOW Page 1 1 25G -14 SIEMENS d. Cameras (105 total cameras) e. Power Supplies f. Encoders g. Siemens supplied network switches I. Cisco ii. HP It. Communication Radios L Ubiquiti ii. Bridgewave L All connections and mist cabling provided by Siemens. 5. Services agreement shall provide preventative maintenance the following systems: a. Test and Inspection I. Cameras ii. Encoders iii. Radios iv. Antennas v. Power Supplies vi. Network Equipment vii. Servers b. Cleaning i. Cameras (105) ii. Power supplies iii. Antennas Michael Dietsch Enterprise Account Executive Southern California services on a quarterly basis for Preventative Maintenance (Test and Inspect),: Siemens shall provide quarterly inspections and testing on all covered equipment. Based on any abnormal findings, Siemens technicians will be authorized to replace parts or alter settings and programming to optimize the systems. All findings shall be provided in a quarterly report to the client. Siemens shall maintain quarterly reports, as part of client services program portfolio. Siemens will provide all system software updates, as part of annual preventative maintenance visits. All software updates are provided at no additional cost, with the valid software maintenance programs (included in this program). All items included in this service shall be clearly delineated in the scope of work document. Extended Warranty (Repair and Replace): Siemens shall provide added warranty coverage for the identified components of the clients system. Repair and replacement of worn, failed and malfunctioned equipment will be provided during normal business hours, with next day service response coverage times. Should the component be of critical or of an emergency nature, Siemens shall provide 4 hour response in diagnosing of issue and beginning of repair process. Siemens may provide temporary replacement from back - stock, if available. Siemens does not include back -stock equipment as part of this service. All afterhours and weekend services are covered under this agreement, when required. Siemens reserves the right to determine between emergency and urgent request nature of all calls, under this agreement. Systems Integrity/ Compliance Monitoring and Diagnostic Reporting: Siemens to provide real -time 24/7 monitoring of system components (servers and storage, core network and edge network SOW Page 12 25G -15 SIEMENS Michael Dietsch Enterprise Account Executive Southern California components). Health monitoring of system is critical to the maintenance of State mandated archiving requirements. Siemens utilizes network monitoring to maintain reliability, uptime, optimized configurations of hardware and software, and for diagnostic reporting that reduces life cycle costs to the system. Video Archiving Warranty: Siemens to provide required storage for maintaining compliance with California Government Code 34090.6. Increase in storage will be managed by Siemens on project by project basis. Diagnostic Reporting will provide data reports in support of storage calculations on quarterly basis and will be presented to SAPD system manager. • Siemens pricing assumes execution of preventative maintenance and cleaning services to be performed during normal business hours. • Siemens excludes all equipment not supplied and installed by Siemens, unless explicitly stated in this scope of work. Such items may include (but not limited to) Cisco Network Switches provided by others, Promise storage arrays, servers and workstations not included in coverage material list. Siemens has extended warranty on Siemens supplied equipment. • Siemens' Integrity/ Compliance Monitoring and Diagnostic Reporting service is provided utilizing Siemens' cloud -based services. All software and hardware is maintained by Siemens. • Siemens excludes all foliage control, as may be required for radio communication. • All permits and submittals to city, or local AHJ, are by others and excluded from this scope of work. • Siemens maintains HP OEM Partner status, Milestone Platinum Partner status and Cisco Gold Certified status. Service and maintenance is executed by appropriately trained service engineers. Siemens requires signed agreement or acceptable client Purchase Order, prior to all work commencement, including parts acquisition or project mobilization. City of Santa Ana Security and Surveillance Maintenance Services Agreement (August 1, 2016 through July 31, 2017) ..................... ............................... ....................$174,914.00 SOW Page 13 25G -16 REQUEST FOR COUNCIL ACTION Ie ]Y101#16111L[•110JI=1411ki Eel 7_ Ai i AUGUST 16, 2016 TITLE; MASTER AGREEMENT WITH QUALIFIED VENDORS FOR TRAINING AND EXERCISES SERVICES (STRATEGIC PLAN NO. 1, 2 & 6) CITY MANAQ& RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1°, Reading El Ordinance on 2, , Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute a master agreement, with a one year option to renew, with each of the following 17 qualified vendors to deliver on -going training and exercise deliverables to the Anaheim /Santa Ana Urban Area on an as- needed basis, for a total four -year aggregate amount not to exceed $2,253,140 payable from federal grant funds, subject to non - substantive changes approved by the City Manager and City Attorney. Applied Creative Training • Amec Foster Wheeler • California Specialized Training Institute (CST[) • Constant & Associates, Inc. • CITYGATE Associates, LLC • DPREP Inc. • Elite Command Training • Hagerty Consulting • Hoertsch Training and Consulting (HTAC) DISCUSSION • Hassett & Willis Associates, LLC (HWC) • Knowledge & Intelligence Program Professionals • National Association of State Boating Law Administrators (NASBLA) • Organizational Quality Associates • Public Safety Training Institute • Security Solutions International, Inc. (SSI) • The Olsen Group, Ltd. • Willdan Homeland Solutions The United States Department of Homeland Security Office of Grants and Training has developed the Urban Areas Security Initiative (UASI) funding program. This initiative was designed to enhance the domestic preparedness of urban areas by ensuring that all emergency first responders have adequate and appropriate equipment and training to prevent, respond to, and recover from acts of terrorism. Santa Ana has been designated as an Urban Area Core City since 2003. As such, for selected grant years, Santa Ana is the fiduciary for the region and 25H -1 Master Agreement for Training and Exercise Services August 16, 2016 Page 2 manages projects which include providing training and procuring equipment utilized by the 34 jurisdictions in Orange County. In an effort to address the unique needs of a high- density, high- threat urban area, the Anaheim /Santa Ana Urban Area ( ASAUA) allocates a set percentage of its annual grant allocation to fund training and exercises for the Orange County region. With oversight from the Santa Ana Police Department's Homeland Security Division, the ASAUA Homeland Security Regional Training and Exercise Program provides the ASAUA stakeholders with regional training and exercises necessary to meet the goals and objectives set forth in the ASAUA's homeland security strategy and target capabilities identified in the Threat and Hazard Identification and Risk Assessment (THIRA). The goal of this master agreement is to enhance the capabilities of the current program by providing access to a wide range of training and exercise professionals in support of a comprehensive and regional approach. On June 6, 2016, the Santa Ana Police Department issued a request for qualification (RFQ) No. 16 -068 to identify and qualify suitable vendors capable of delivering a broad choice of homeland security related training courses taught by subject matter experts and /or recognized professionals in the field of law enforcement, fire, health care, and emergency management. Additionally, the RFQ sought to identify and qualify suitable vendors who are capable of developing and delivering a broad range of homeland security related exercises ranging from simple workshops to complex multi - discipline, multi- agency full scale exercises. Vendors were allowed to submit proposals that addressed only training courses, only providing exercises, or providing both training courses and exercises. An evaluation committee consisting of representatives from the Cities of Santa Ana, Anaheim, Costa Mesa, Huntington Beach, Irvine, Laguna Beach, and Newport Beach, as well as the Orange County Intelligence Assessment Center (OCIAC) and the OC Health Care Agency, reviewed and rated all proposals received to determine if the necessary qualifications were met. The proposals were evaluated and scored according to criteria identified within the RFQ. The RFQ was advertised on June 6, 2016 and proposals were solicited. A summary of the proposals and offers received is as follows: 164 Vendors were notified 40 Vendors downloaded the RFQ 0 Proposals received from a Santa Ana vendor 17 Proposals received Proposals were opened on July 12, 2016 and evaluated. A total of 17 vendors were qualified based on their response to the specifications and requirements identified by the City. All qualified vendors will have the same master, or uniform, agreement, based on which the Santa Ana Police Department's Homeland Security Division will request individual purchase orders to be issued for training courses and exercises from the selected vendor on an as- needed basis. 25H -2 Master Agreement for Training and Exercise Services August 16, 2016 Page -3 The amount for the first two years of this agreement totals $749,940 (fiscal years 2016 -17 and 2017 -18) with the budget for year three (FY 2018 -19) projected at $751,600 to be added with the award of FY16 UASI funding. The expense for year four (FY 2019 -20) is projected to be $751,600 for a total amount not to exceed the four year agreement amount of $2,253,140. This total aggregate amount is to be used among the pool of qualified training and exercise vendors. Execution of year four of this agreement is contingent upon a UASI Grant award to the Anaheim /Santa Ana Urban Area for FY2017 with a sufficient award amount to sustain the ASAUA Homeland Security Regional Training and Exercise Program. Under this agreement, future UASI grant awards must be approved and authorized by the City Manager and City Council prior to any expenditure on training and exercise services. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 - Community Safety, Objective #2 (broaden communications, information sharing and community awareness of public safety activities), and Objective #6 (enhance Public Safety integration, communications and community outreach). FISCAL IMPACT Funds for year one of this agreement totaling $440,000 (fiscal year 2016 -17) and year -two totaling $309,940 (fiscal year 2017 -18) are available in the FY15 UASI Cal OES Santa Ana account (no. 12514407 - 62300). Funding for fiscal years 2018 -19 ($751,600) and 2019 -20 ($751,600) will be identified in future annual budgets, and is contingent upon grant funding being secured by the City. Training and exercises services will not be ordered in FY2018 -19 or FY2019 -20 under the ASAUA Regional Training and Exercise Program, and subsequent agreements, if grant funding is not awarded and secured by the City. �n Carlos Rojas Chief of Police Santa Ana Police Department Exhibit: 1. Agreements APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez L Executive Director Finance & Mgmt. Services Agency 25H -3 25H -4 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM I SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Applied Creative Training, Inc. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution acid laws of the State of California ( "City "). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security- related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim /Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton, C. Through SAPD, the training and exercise programs will, be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the perform u ce of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the rnrrtual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of R.FQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS To maintain 'flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and /or exercises and can modify the existing scope of work for specialty and other ad- hoc training and exercises on. an as needed basis. Change Orders will be drafted by the UASI Grant 25H -5 Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this 25H -6 Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The arnourits of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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 forni, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Contractor pursuant to this section; (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be famished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25W -7 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish 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 terminate this Agreement. Such termination shall not affect Contractor's right to ba paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemmify, defend, 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 or willful. misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, bold 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 thud party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement, City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement, Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 251 -8 minimum period of three (3) years, or for any longerperiod required bylaw, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which clue to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise, the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential infornation disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required, to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that itpresentlyhas no interests and shall nothave interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa, Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714 - 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25W -9 To Contractor: Applied Creative Training, Inc. 351 Henry St, Suite 1 Oakland, CA 94607 A ,party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assigmnent, 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. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (3 0) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 254 -10 a, As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deers appropriate, Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and, prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties farther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25H -11 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly tinder this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". C. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act, of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and O; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grotmds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CPR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable, k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 254 -12 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Enviromnental Protection Agency regulations (40 CPR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar, 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable, P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal govermnent, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal govermnent's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Cleric of the Council David Cavazos City Manager 25W -13 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attoney By: iV , -f J01111 . Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department Name: Title: 25W14 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: Applied Creative Training, Inc. *Oisclpline Codes; Law Enforcement = LE, Fire = F, Emergency Medical Services = EMS, Emergency Monagemen t = EM, Public Health - PH, Other Discipline = 00 Course Title Description Discipline Total Course Cost (Estimated) Hands -on training course designed for everyone who supports the public information office, It Is essential for Public Relations, Media Relations, Public Information Office Spokespersons, Social Media Advocates, and the Public Information EM, PH, OD $5,000,00 Officers. This course provides participants with best practices including tools, techniques and templates to manage public communications In order to further ongoing emergency response missions. This course is designed for Spokespersons and everyone who supports On- Camera the spokespersons. Participants will learn how to make the most oftheir LE, F, EM, PH $5,000.00 time Interacting with media as a Spokesperson and as support for a Spokesperson. Page 1 of 4 25H -15 Contractor: Applied Creative Training, Inc. EXERCISES A) Discussl on- Based Exercises - focus on strategic, policy - oriented issues; Facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. f *Note: Estimated costs are example costs only and depict a range that an exercise may fall within, Actual costs can vary and is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Seminars generally orient participants to, or provide an overview of, Participants (4), Seminar authorities, strategies, plans, policies, procedures, protocols, resources, Facilitation, Hours, $5,000 - $25,000 concepts, and Ideas. Seminars can be valuable for entities that are Materials, Location developing or making major changesto existing plans or procedures. Although slmllarto seminars, workshops differ in two important aspects: Participants (4), 1. participant interaction is increased, and 2. focus is placed on achieving facilitation, Hours, Workshop or building a product. To be effective, workshops should have clearly $8000- $35,000 defined objectives, products, or goals, and should focus on a specific Materials, Location, Issue, Plans Tabletop Exercises (TTX) are Intended to generate discussion of various Issues regarding a hypothetical simulated emergency. They can be used to enhance general awareness, validate plans and procedures, rehearse concepts, and /or assess the types of systems needed to guide the Participants ( #), Tabletop prevention of, protection from, mitigation of, response to, and recovery Facilitation, Hours, $25,000 - $50,000 from a defined incident. The effectiveness of a TTX is derived from the Materials, Location, energetic involvement of participants and their assessment of Reporting /Plans recommended revisions to current policies, procedures, and plans; therefore facilitation is critical to keeping participants focused on exercise objectives. Page 2 of 4 25H -16 Contractor; Applied Creative Training, Inc. B) Operation-Based Exercises - used to validate plans, act llales, agreements, and procedures; clarify roles and responsibilities; and identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as Initiating communications or mobilizing personnel and resources. ("'Note: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual costs can vary and is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated Preparation, Planning Meetings, A drill Is a coordinated, supervised activity usuallyemployed to validate Participants (4), a specific function or capability in a single agency or organization. Grills Facilitation, Hours, arecommonly used to provide training on new equipment, validate Materials, Drill practice maintain for every drill, pearly Site /Mgt. $30,000- $75,000 definer clearly defined plans, procedures, and protocols need to be In place. protocols Locations, Personnel need to be famlllarwith those plans and trained In the Reporting /Plans, processes and procedures to be drilled. Travel & Expenses, Moulage, Media, Volunteer Coordination Preparation, Functional Exercises (FE) are deslgned to validate and evaluate Planning Meetings, capabilities, multiple functions and /or sub -functions, or interdependent participants (d), groups of functions. FEs are typically focused on exercising plans, Facilitation, Hours, Functional policies, procedures, and staff members Involved in management, Materials, $55,000 - $100,000 direction, command, and control functions. An FE is conducted in a Site /Mgt. realistic, real -time environment; however, movement of personnel and Locations, equipment is usually simulated. Reporting /Plans, Travel & Expenses Page 3 of 4 25H -17 Full -Scale Exercises (FS E) are typically the most complex and resource - Intensive type of exercise. They involve multiple agencies, a rga nizat I o ns, and jurisdictions and validate many facets of preparedness. FSEs often Include many players operating under cooperative systems such as the Incident Command System (ICS) or Unified Command. In an FSE, events are projected through an exercise scenario with event updates that drive activity at the operational level. FSHs are usually conducted In a real - time, stressful environment that Is Intended to mirror a real Incident. Throughout the duration of the exercise, many activities occur Page 4 of 4 25H -18 Contractor, AppIled Creative Training, Inc, Preparation, Planning Meetings, Participants Is), Facilitation, Hours, Materials, Site /Mgt. $75,000 $150,000 locations, Reporting /Plans, Travel & Expenses, Moulage, Media, Volunteer Coordination 3.0 3.1 SECTION ul EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2, The Proposer shall conduct training courses at various locationslvenues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. h. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: hUp: / /www.caloes.g_g, Oo _/cal -oes- divisions /california- specialized- trainin - institute and the DI-IS website at: 25H -19 RFQ No. 16 068 page ].4 htti)s: / /www.fgmg,g-ov/trainiM for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10, Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ Nm 16 -068 25H -20 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. SAM-510M, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals, RFq No. 16 -068 25H-21 1 Page 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available atwww.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24, Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16 -068 25H -22 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course, It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RM No. 16 -068 25H -23 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICWG FOR TRAINING COURSES 2. 3. 4. 5. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. All prices are to be F.O.B. destination included. Any freight/delivery charges are to be Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -24 Page 19 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c, Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. MA AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 25H -25 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ, 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H-26 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only he issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER ! SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 25H-27 Page 22 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required, 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills. functional and full scale exercises will require an EHP approval from FEMA /Cal CES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. RFQ No, 16 -068 25H -28 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences. 7, The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full -scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RPQ No. 16 -068 25H-29 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises, All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2,1 QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises, RFR No. 16 -068 25H -30 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc, 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 1.6 -068 25H -31 Page 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full -scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1, All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight/del!very charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full -scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16068 25H -32 Page 27 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and .'whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -068 25H-33 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardes(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3,2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors, 2. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full -scale exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H -34 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City, 3,2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and' upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No. 16 -065 25H-35 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4, Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 Page 31 25H -36 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Amec Foster Wheeler ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "), RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security- related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim/Santa Ana, Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be fmded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of Califonnia, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise prograins will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terns and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and/or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS To maintain fexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Prograrn will utilize a Change Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and /or exercises and can modify the existing scope of work for specialty and other ad- hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant 25M -37 Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this 25H 38 Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against olahns arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles, The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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 instiranoe shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with lnnits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and emissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (3 0) days prior written notice to the City. (iv) Contractor shall supply City with a. fully executed additional insured endorsement. 25H -39 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured, and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, 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 or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of govermnental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. III RECORDS Contractor shall keep records and invoices in connection with the work to be performed, wider this Agreement, Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 25H140 minimum period of three (3) years, or for any longer period required bylaw, from the date of final payment to Contractor under this Agreement, All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other docu nems created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such infornation except in the perfornance 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 infornation transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement, The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 1.3, CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this .Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic comrnrmication in the mariner provided in this Section, to the following persons: To City: Cleric of the City Cormeil City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647 -6956 With corurtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25H -41 To Contractor: Amec Foster Wheeler 121 Innovation Drive, Suite 200 Irvine, CA 92617 -3094 A party may change its address by giving notice in writing to the other party, Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above, If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. fly. EXCLtiSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement' between the City and Contractor regarding the subject matter therein, 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement aelmowled,ges 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. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25H642 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies, Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such pennies, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debanment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25H -43 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable d, Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, at seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f, Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti- Lobbying Amendment (31 U.S.C, 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled `Equal Employment — Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable, 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and ,Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25Hg44 in. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable, n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority slid 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. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement, IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written, ATTEST: CITY OF SANTA ANA Maria D. Huizar Cleric of the Council David Cavazos City Manager 251 -45 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: ......... John g. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department Name: Title: 25H° - -46 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: Amec foster Wheeler *Discipline Codes: Law EnJarcement = LE, Fire= F, Emergency Medical Services- EMS, Emergency Management = EM, Public Health = PH, Other Discipline - DO Course Title Description Discipline Total Course cost Seminars generally orient participants to, or provide an overview of, Estimated "Not Applicable- Training Courses not proposed by Contractor authorities, strategies, plans, policies, procedures, protocols, resources, Participants ( #), EXERCISES A) Discussion -Based Exercises- focus on strategic, policy- orlented issues; facilitators and /or presenters usually lead the discussion, keeping particlpants on track towards meeting exercise objectives. n- Note: Estimated costs are example costs only and depict a range that an exercise mayfall within. Actual costs can vary and is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Seminars generally orient participants to, or provide an overview of, authorities, strategies, plans, policies, procedures, protocols, resources, Participants ( #), Seminar concepts, and Ideas. Seminars can be valuable for entities that are Pacllitatlon, Flours, $5,000- $25,000 developing or making major changes to existing plans or procedures. Materials, Location Although similar to seminars, workshops differ in two important aspects: 1. participant interaction is increased, and 2, focus s Is placed on achieving Part pticlpants Workshop or building a product. To be effective, workshops should have clearly Facilitation, Hours, $8000 - $35,000 defined objectives, products, or goals, and should focus on a specific Materials, Location, plans issue. Page 1 of 3 25H -47 Contractor, Amec Foster Wheeler Tabletop Exercises (TTX) are Intended to generate discussion of various Description Variables Issues regarding a hypothetical simulated emergency, They can be used to enhance general awareness, validate plans and procedures, rehearse concepts, and /or assess the types of systems needed to guide the Participants (a), prevention of, protection from, mltigatlon of, response to, and recovery Facilitation, Hours, $25,000- $50,000 from a defined Incident. The effectiveness of a TTX is derived from the Materials, Location, a specific function or capability In a single agency or organization. Drills energetic Involvement of participants and their assessment of Reporting /Plans recommended revisions to current policies, procedures, and plans; Materials, Site /Mgt. therefore facilitation Is critical to keeping participants focused on procedures, or practice and maintain current skills. For every drill, exercise Objectives. clearly defined plans, procedures, and protocols need to be In place. B) Cperatlon -Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and identify resource gaps. Exercises are characterized by actual reaction to on exercise scenario, such as Initiating communications or mobilizing personnel and resources, ( *Note; Estimated casts are example costs only and depict a range that an exercise may fall within. Actual costs can vary and Is dependent an the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range d (Estimateaced) Preparation, Planning Meetings, A drill Is a coordinated, supervised activity usually employed to validate Participants ( #), a specific function or capability In a single agency or organization. Drills Facilitation, Hours, are commonly used to provide training on new equipment, validate Materials, Site /Mgt. Drill procedures, or practice and maintain current skills. For every drill, $30,000- $75,000 clearly defined plans, procedures, and protocols need to be In place. Locations, Reporting /Plans, Personnel need to be familiar with those plans and trained In the processes and procedures to be drilled. Travel & Expenses, Moulage, Media, Volunteer Coordination Page 2 of 3 25H -48 Contractor: Amec Foster Wheeler Page 5 of 3 25H -49 Preparation, Functional Exercises (FE) are designed to validate and evaluate Planning Meetings, capabilities, multiple funetlons and /or sub - functions, or interdependent Participants (#), groups of functions, FES are typically focused on exercising plans, Facilitation, Hours, Functional policles, procedures, and staff members Involved In management, Materials, $55,000 - $100,000 direction, command, and control functions. An FE is conducted in a Site /Mgt. realistic, real -time environment; however, movement of personnel and Locations, equipment is usually simulated, Reporting /Plans, Travel& Expenses Preparation, Full -Scale Exercises( FSE) are typically the most complex and resource- Planning Meetings, intensive type of exercise They Involve multiple agencies, organizations, Participants (n), and jurisdictions and validate many facets of preparedness. FSEs often Facilitation, Hours, Include many players operating under cooperative systems such as the Materials, Full -Scale Incident Command System (ICS) or Unified Command, In an FSE, events Site /Mgt, $75,000- $150,000 are projected through an exercise scenario with event updates that drive Locations, activity at the operational level. FSEs are usually conducted in a real- Reporting /Plans, time, stressful environment that is intended to mirror a real incident. Travel & Expenses, Throughout the duration of the exercise, many activities occur Moulage, Media, simultaneously. Volunteer Coordination Page 5 of 3 25H -49 3.0 3.1 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There Is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses, Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 6. All training courses presented must meet state and federal guidelines and be approved by Cat OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: htip: / /www.jqaloes.ca. ov /cal -ocs- divisions /california- specialized - training• institute 25H -50 and the DI-IS website at: RPQ No. 16 -068 Page 1.4 https: / /www.fema.gov /traininq for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal QES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum, 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. PrQ No 16 -068 25H -51 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RPQ No. 16 -068 25H -52 Page 15 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.00v and a list of Federal Emergency Management Agency (FEMA) approved classes is available atwww.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins, The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. arQ No. 1.6 -065 25H-53 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course, 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 25H -54 Rage 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course, 3.1,2 QUANTITIES FOR TRAINING COURSES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1, All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City, 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No, 16 -068 25H -55 page 19 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 25H -56 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office, Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -065 25H -57 page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No, 16068 25H -58 Page 22 3.2 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical G. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. 25H -59 RFQ No, 16 -068 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumablas, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full -scale exercises. 0. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences. 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full -scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11, Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. Rr-Q No. 16 -068 25H-60 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS— HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D -- Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement /Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16 -068 25H-61 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -068 25H-62 Page 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full -scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 2. 3. 4. 5, 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. All prices are to be F.O.B. destination included. Any freight /delivery charges are to be Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise, The price quoted for each seminar, workshop, tabletop, drill, functional, and full -scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -63 Page 27 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. Alf prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.2,5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -068 25H-64 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full -scale exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H -65 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No 16 -068 25H-66 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement, The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday, Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16,068 25H -67 Rage 31 25H -68 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ArNAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between California Specialized Training Institute ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "), RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim/Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be trade available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field., NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the teens and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and/or exercise programs described in Exhibit A to this Agreement, Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No, 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Program will utilize a, Change Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and /or exercises and can modify the existing scope of work for specialty and other ad- hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant 25H -69 Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this 25H 70 Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commmercial 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 Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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 California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25H -71 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination sb,all not affect Contractor's night to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, 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 or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement, 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement, 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies 'having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, aid consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 25H'-72 minimmn period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable, Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor tinder this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to infomlation disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified mader this Agreement, 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25H -73 To Contractor.: California Specialized Training Institute 3650 Schriever Avenue Mather, CA 95655 -4203 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, 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 terns of this Agreement shall prevail, This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any patty, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. NVAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25Ff -74 a. Asa condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b, Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement, 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affinns that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 21, PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services herermder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such pennits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall, be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25H -75 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable d. Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title It of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Pail 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U,S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled `Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable, j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable, 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 254-76 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr, 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Cleric of the Council David Cavazos City Manager 2sw -77 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By:, Jolm . Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department Name: Title: 25H48 Contractor: CalOES /California Specialized Training Institute (CSTI) EXHIBIT A List of Training /Classes and Exercises TRAINING D]sclPllne Codes; Law Enforcement = LE, Fire = F, Emergency Med1cal5ervices= EMS, Emergency Management = EM, Public Health = PH, Other 0lscipline = 00 Course Title Description plstipline Total Course Cast (Estimated) This course introduces participants to key emergency management Essential Emergency Management Concept: principles and practices using a complex earthquake scenario. Content Earthquake Includes the SEMS Introductory Course, G775 EOC Management and LE, OD EM F, , $55,500.00 Operations, and specific EOC section /posltlon training. This course focuses on the steps to design, conduct, and evaluate a Enhanced Exercise Design, Conduct, and discussion and operations based exercise. Best practices as they relate Evaluation (EEDCE) to exercise design and development of an exercise design team using EM, OD LE EMS, , $27,000.00 HSEEP guidance and principles. CTSI certlfles "outreach instructors" to teach the above course to assist Essentials EOC Action Planning TTT(G626) In the process of meeting Federal NIMS training requirements and EM, EMS, LE, OD $18,000.00 CalOES EOC Position Credentialing, CTSI certifies "outreach instructors" to teach the above course to assist EOC Sectlon /Position TTT In the process of meeting Federal NIMS training requirements and EM, EMS, LE, Co $15,soo,00 DOES EOC Position Credentialing. This serles of five training modules focuses on key EOC positions within: Essential CDC Section /Position Training- All Management, Operations, Planning & Intelligence, Logistics, and Finance Positions(G110 -A) &Admin istration sections. Each course defines function, LE EM, EMS, , OD $33,000,00 position descriptions and tabletop exercise. This series of five training modules focuses on key EOC positions wlthln: Essential EOC Section /Position Training- Management, Operations, Planning & Intelligence, Logistics, and Finance Finance & Administration (6110 -F) & Administration sections. Each course defines function, detailed EM, EMS, LE, OD $7,000,00 position descriptlons and tabletop exercise. Page 1 of 7 25H -79 Contractor: CaIOES /California Specialized Training Institute (CSTI) Page 2 of 7 25H -80 This series of five training modules focuses on key EOC positionswithim Essential EOC Section /Position Training- Management, Operations, Planning& Intelligence, Logistics, and Finance Logistics (G110 -L) & Administration sections. Each course defines function, detailed EM, EMS, LE, OD F$7,000.00 position descriptions and tabletop exercise. This series of five training modules focuses on key EOC positions within: Essential EOC Section /Position Training - Management, Operations, Planning & Intelligence, Logistics, and Finance Management (6110 -M) & Administration sections. Each course defines function, detailed EM, OD LE EMS, , $7,000.00 position descriptions and tabletop exercise. This series of five training modules focuses on key EOC positions within: Essential EOC Section /Position Tralning- Management, Operations, Planning & Intelligence, Logistics, and Finance Operations (6110 -0) & Administration sections, Each course defines function, detailed EM, EMS, LE, OD $7,000.00 position descriptions and tabletop exercise. This series of five training modules focuses on key EOC positions within: Essential EDC Section /Position Training Management, Operations, Planning & Intelligence, Logistics, and Finance Planning & Intelligence (G110 -P) & Administration sections. Each course defines function, detailed EM, EMS, LE, OD $7,000.00 position descriptions and tabletop exercise, This course provides participants with an understanding of ICS /EOC ICS/EOC Workshop Interface Interface. Content Includes an overview of ICS and MACS, and a EM, EMS, LE, OD $13,000,00 practical exercise to discuss, apply, and validate workshop concepts and ideas for effective ICS and EOC Interface. This course focuses on how to plan for people with disabilities and Integrating Access and Functional Needs into access and functional needs, understand the importance of Integrating EM, EMS, LE, OD $10,000.00 Emergency Management (G-197) this population in emergency management and the whole community inclusion. This course focuseson emergency operations plans, the format and Emergency Planning (G235) process to develop plans and evaluate the plan's effectiveness. Content EM, EMS, LE, OD $20,000.00 Includes Comprehensive Planning Guide (CPG 101) and Threat and Hazard Identification and Risk Assessment (THIRA) Page 2 of 7 25H -80 Contractor: CalOES /California SpeclaI!zed Training Institute (CSTI) Disaster Recover G270.4 Recovery ( ) This course focuses on various programs related to recovery after a EM, EMS, LE, OD $28000,00 disaster. Content also Includes the Recovery Planning Process. Volunteers and Donations Management This course provides strategies for managing volunteers, donations, and (G288) cash before, during, and after a disaster. Content also Includes how to EM, EMS, LE, 00 $13,000.00 identify resources for volunteers and donations management. This course is designed for people who work with the media in times of G290/G291 Basic Public Information Officer crisis and day -to -day media relations. The program emphasizes the and Joint Information System /Joint importance of developing a Public information Officer (PIO) team, LE F EMS, EM, PH, , $40,000,09 Information Center communication skills, leadership and working in a Joint Information DD Center using Joint Information Systems. This course provides assistance to emergency planners, risk managers, Multi- Hazard Emergency Planningfor school site and response personnel, law enforcement and emergency Schools )G364) management organizations in planning for disasters /emergencies, ENI, OD LE EMS, , $13,000.00 Including acts of violence. Planning for Needs of Children in Disasters This course provides guidance about meetingthe unique needs of 6366) children in disasters. EM, OD LE EMS, , $13,000.00 This course provides resources for mitigation activities fundamental to Disaster Mitigation (6393) reduce and eliminate long -term hazard risks. Participants will EM, EMS, LE, OD $18,000.00 understand their roles and responsibilities to develop and Implement a mitigation strategy to reduce the Impact of disasters. -rhls course focuses on plans and procedures for responding to the initial Rapid Needs Assessment (G557) four hours of a disaster. Content Include pre -event planning, EM, EMS, LE, OD $17,000.00 Intelligence gathering, and situational awareness distribution. This course focuses on an Emergency Operations Center's action planning process. Participants learn what the action plan contains and EOC Action Planning (G626) the process to develop an action plan. Content Includes what each EM, EMS, LE, OD $15,000.00 SEMS Section contributes to develop the action plan and the Individual's role. Essentials EOC Action Planning g his course focuses on thefundamentals of the EOCActlon Planning I EM, EMS, LE, OD $12,000.00 process. Page 3 of 7 25H -81 Contractor: Ca IOES /California Specialized Training Institute ;CSTI) Page 4 of 7 25H -82 Thiscourse focuseson EOC Management and Operations. Content EOC Management and Operations (G775) includes Multi- agency Coordination, EOC design, EOC staffing, and how EM, EMS, LE, OD $19,000.00 to activate and deactivate an EOC. The L0146 HSEEP is an intermediate -level course that provides a comprehensive overview of exercise design along with practical skill Homeland Security Exercise Evaluation development In accordance with the HSEEP Doctrine. This course uses EM, EMS, F, LE, PH, Program (HSEEP) activities that will give participants an opportunity to interact with man g p p Y Y OD $15,000.00 of the templatesond outer materials that are provided by the National at Exercise Division to ensure exercises are conducted in a consistent manner. This course trains medical personnel to become an effective team Medical Health Operations Center Support member in performing basic medical and health disaster roles and Activities (MHOCSA) responsibilities In an EOC or DOC per the SEMS and the California Public EM, EMS, LE, OD $14,000.00 Health and Medical Emergency Operations Manual (EOM. CTSI certifies "outreach Instructors" to teach the above course to assist SEMS Combined /G775/G191 TfT in the process of meeting federal NIMS training requirements and EM, EMS, LE, OD $19,500.00 Ca TOES EOC Position Credendaling. ICS /SEMS /NIMS Combined Course One day course that combines SEMS Introduction, NIM, IS 100, 700, 701, EM, EMS, LE, OD $10,0001)0 706, and 800 SEMS Executive Management Course g This course covers ICS /SEMS /NINIS for executive staff Including EM, EMS, LE, OD $6,400.00 elements of ICS for executives This course concentrates on understanding the various aspects of international and transnational terrorism and homegrown violent Terrorism I: International Terrorism extremism and developing effective strategies to counterthe threat LE, EM, OD $24,000.00 posed bycontemporary international terrorist operating against, or within, the United States, This course focuses on understanding the various aspects of domestic Terrorism II: Domestic Terrorism terrorism and extremism and developing effective strategies to counter LE, EM, OD $21,750.00 the threat posed by contemporary domestic terrorist and extremists operation within the United States. Page 4 of 7 25H -82 Contractor; CalOES /California Specialized Training Institute (CSTI) EXERCISES A) Dlscusslon-Based Exercises- focus on strategic, policy- oriented Issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( "Note: Estimated costs are example costs only and depict range that an exercise may fall within. Actual costs can vary and Is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Intended for graduates of CSTI's Terrorism I and II courses; this course Variables Range of Cost (Estimated) offers students the opportunity to apply the knowledge, ski its and Terrorism III: Advanced Counterterrorism resources obtained in those courses to develop counterterrorism Participants (f#), strategies strategles In a simulated war game which compares and contracts one LE, EM, OD $24x750.00 team's proactive force protection methods against a dedicated Materials, Location adversary's attack plan. This course Is designed for both collectors and consumers of Participants (ft), Workshop p Intelligence, as well, as newly assigned terrorism Intelligence analysts Facilitation, Hours, $1,000- $35,D00 Terrorism Intelligence Analysis and Terrorism Liaison Officers (TLOS). While the course Includes the LE, OD $24,750.OD basics of criminal Intelligence analysis methodology, the information is plans Presented within the framework of intelligence as It relates to terrorlst activity. EXERCISES A) Dlscusslon-Based Exercises- focus on strategic, policy- oriented Issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( "Note: Estimated costs are example costs only and depict range that an exercise may fall within. Actual costs can vary and Is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Seminars generally orient participants to, or provide an overview of, Seminar authorities, strategies, plans, policies, procedures, protocols, resources, Participants (f#), concepts, and Ideas. Seminars can be valuable for entities that are Facilitation, Hours, $5,000 - $25,000 developing or malting major changes to existing plans or procedures, Materials, Location Although similar to seminars, workshops differ in two Important aspects: 1, participant interaction Is Increased, and 2. focus Is placed on Participants (ft), Workshop p achieving or bulldin a product. To be effective, workshops should have g g p p Facilitation, Hours, $1,000- $35,D00 clearly defined objectives, products, or goals, and should focus ono Materials, Location, specific Issue. plans page 5 of 7 25H -83 Contractor; CalOES /California Specialized Training Institute (CSTI) Tabletop Exercises (TTX) are Intended to generate discussion of various issues regarding a hypothetical simulated emergency. They can be used to enhance general awareness, validate plans and procedures, rehearse concepts, and /or assess the types of systems needed to guide the prevention of, protection from, mitigation of, response to, and recovery from a defined Incident. The effectiveness of a TTX is derived from the energetic involvement of participants and their assessment of recommended revisions to current policies, procedures, and plans; therefore facilitation is critical to keeping participants focused on exercise objectives. Participants (dJ, Facilitation, HOUrs, $25000- $50,000 Materials, Location, Reporting /Plans B) OperatlomBased Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources. ( *Note; Estimated costs are example costs only and depict a range that an exercise may fall within. Actual costs can vary and Is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Preparation, Planning Meetings, A drill Is a coordinated, supervised activity usually employed to validate Participants (4), a specific function or capability in a single agency or organization. Drills Facilitation, Hours, are commonly used to provide tralningon new equipment, validate Materials, Drill procedures, or practice and maintain current skills. Forevery drill, Site /Mgt. $30,000 - $75,000 clearly defined plans, procedures, and protocols need to be In place. Locations, Personnel need to be familiar with those plans and trained In the Reporting /Plans, processes and procedures to be drilled Travel & Expenses, Moulage, Media, Volunteer Coordination Page 6 of 7 25H -84 Contractor: Cal 0E5 /California Specialized Training Institute (CSTI) Page 7 of 7 25H -85 Preparation, Functional Exercises (FE) are designed to validate and evaluate Planning Meetings, capabilities, multiple functions and /or sub - functlons, or Interdependent Participants (k), groups of functions. FES are typically focused on exercising plans, Facilitation, Hours, Functional policies, procedures, and staff members Involved in management, Materials, $55,000 - $100,000 direction, command, and control functions, An FE Is conducted In a Site /Mgt. realistic, real -time environment; however, movement of personnel and Locations, equipment is usually simulated. Reporting /Plans, Travel & Expenses Preparation, Full -Scale Exercises(FSE) are typicallythe most complex and resource- Planning Meetings, Intensive type of exercise. They Involve multiple agencies, organizations, Participants (d), and jurisdictions and validate many facets of preparedness. FSEs often Facilitation, Hours, include many players operating under cooperative systems such as the Materials, Full -Scale Incident Command System (ICS) or Unified Command. In an FSE, events site /Mgt. $75,000 - $150,000 are projected through an exercise scenario with event updates that Locations, drive activity at the operational level. FSEs are usually conducted in a Reporting /Plans, real -time, stressful environment that is intended to mirror a real Travel & Expenses, incident. Throughout the duration ofthe exercise, many activities occur Moulage, Media, simultaneously. Volunteer Coordination Page 7 of 7 25H -85 3.0 311 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There Is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2, The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training Is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: hwca qov /cal -oes- divisions/ california- saeciailzed- trainlnq- institute and the DJ-IS website at: 25H -86 RFQ No. 16068 Page 1.4 https: / /www.ferna.gov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. VQ No. 16-068 25H-87 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15, All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H-88 Wage 16 18. A list of "approved" courses is available from Cal OES at www,caloes,ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. e RFq No. 16,068 25H -H9 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. 25H -90 RFQ Nc. 16 -068 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course, 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3,1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, e RFQ No. 16 -068 25H -91 Wage 19 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax, An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -063 Page 20 25H -92 3. The City has the right to decline to award an agreement or any part thereof for any reason, 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -93 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3. Invoices should be mailed to; Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement, 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 25H -94 Rage 22 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required, 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2, The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery, It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. RF4 No. 16 -068 25H -95 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumabies, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences. 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full -scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No. 16 -068 25H -96 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16 -068 25H -97 page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines, These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. e RFQ No. 16 -068 25H -98 Page 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full -scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be Included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full -scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RM No. 16-068 25H -99 Pain 27 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2, The City reserves the right to award to a single or multiple proposers. PFQ No. 16 -068 Page 28 25H -100 3. The City has the right to decline to award an agreement or any part thereof for any reason, 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors, 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full -scale exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office, 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H-101 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement, 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 6. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No. 16 -068 25H-102 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 1 Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 25H -103 Page 31 25H -104 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Constant & Associates, Inc. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "), RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No, 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim /Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPID. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton, C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. h1 undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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 On air as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and /or exercises and can modify the existing scope of work for specialty and other ad- hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant 25HA 05 Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this 25H2106 Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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 California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a. combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. c. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be. famished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not he canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25FFA07 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 81 INDEMNIFICATION Contractor agrees to and shall indemnify, defend, 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 darnage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement, 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indermnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor Linder this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services wider this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs inciured wider this Agreement and any services, expenditures, and disburmnents charged to the City for a 25H =108 minimum period of three (3) years, or for any longer period required bylaw, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care, "Confidential Infornation" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13, CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the mariner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25FF -109 To Contractor: Constant & Associates, Inc. 3655 Torrance Blvd., Suite 430 Torrance, CA 90503 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited, in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded, 15. EXCLUSIVITY AND AMENDMENT "Phis Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16, ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void, Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, £aihre, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. is. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25H-110 a. Asa condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19, NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, perfonmance, and enforcement of any of the clauses of this Agreement shall be determined and governed, by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment aid Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CPR) §200.212 and codified in 2 CPR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (A,DA), Contractor must comply with all 25F1-1 11 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. I Lobbying and Political Activity, None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the'TIateh Act". c. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United, States Code Title 31, § 1352, et seq., and agrees that none of the fiends provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement, f Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti- Lobbying Amendment (31 U.S.C. 1352), as applicable, g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, witli Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title Il of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Ding Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. I Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment — Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti- Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k, Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U,S.C, 276a to 276a -7) as supplemented by Department of Labor regulations (29 CPR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Mork and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H8112 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued ruder Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or render this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights, 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b, All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA. ANA Maria D. Huizar Cleric of the Council David. Cavazos City Manager 25FP -113 APPROVED AS TO FORM: SOMA R. CARVALHO CONTRACTOR: City Attorney John Funk Name: Assistant City Attorney Title: RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department 25H!1 14 EXHIBIT A List of Training/Classes and Exercises TRAINING Contractor: Constant and Associates, Inc. Discipline Codes: Law Enforcement= LE, Flre= F, Emergency Medlcol Servlces - EMS, Emergency Management= EM, Public Health= PH, Other Discipline = 00 Course Title Description Discipline Total Course Cost Estimated Enhance the ability of first responders to activate and operate All Hazards USFA Type 3 Incident Emergency Operation Centers(EOCs) to provide support and Management Team (0 -305) coordination of Information and resources during an emergency Incident LE, F, EM, PH, OO $38,610.00 or pre - planned event. Students will be able to participate In the processes of a Type 3 IMT at an entry level Provide local and state -level emergency responders with an overview of All Hazards Incident Commander (E -950) key duties and responsibilities of a Type III Incident Commander In a LE, F, EM, PH, OD $16,302.00 Type III All- Hazards Incident Management Team (AHMIT). All Hazards Public Information Officer (E- Provide local and state -level emergency responders with an overview of 952( Trey duties and responsibilities of a Public Information Officer Type III In a LE, F, EM, PH, OD $15,796.00 Type III All-Hazards Incident Management Team (AHMIT). Provide local and statedevel emergency responders with an overview of All Hazards Safety Officer (E -954) Icey duties and responsibilities of a Safety Officer Type III in a Type III All- LE, F, EM, PH, On $13,860.00 Hazards Incident Management Team (AHMIT). Provide local and state -level emergency responders with an overview of All Hazards Unison Officer (E -956( key duties and responsibilities of a Liaison Officer Type III in a Type ill All- LE, F, EM, PH, OD $9,768.00 Hazards Incident Management Team (AHMIT), Provide local and state -level emergency responders with an overview of All Hazards Operations section Chief (E -958) key duties and responsibilities of a Operations Section Chief Type III In a LE, F, EM, PH, DD $13,86D.00 Type III All-liazards Incident Management Team (AHMIT). Page 1 of 6 25H -115 Contracton Constant and Associates, Inc. Page 2 of 6 25H -116 Provide local and state -level emergency responders with an overview of All Hazards Planning Section Chief (E -962) key duties and responsibilities of a Planning Section Chief Type III Ina LE, F, EM, PH, OD $13,860.00 Type III All- Hazards Incident Management Team (AHMIT). Provide local and state -level emergency responders with an overview of All Hazards Situation Unit Leader key duties and responsibilities ofa Situation Unit Leader Type III In a LE, F, EM, PH, OD $15,796.00 Type III All-Hazards Incident Management Team (AHMIT). Provide local and state -level emergency responders with an overview of All Hazards Resource Unit Leader (E965) key duties and responsibilities ofa Resource Unit Leader Type III In a LE, f•, EM, PH, OD $13,860.00 Type III All-Hazards Incident Management Team (AHMIT). Provide local and state -level emergency responders with an overview of All Hazards Logistics Section Chief (E -967) key duties and responsibilities ofa Logistics Section Chief Type III in a LE, F, EM, PH, OD $15,796.00 Type III AlIkHazards Incident Management Team (AHMIT). Provide local and state -level emergency responders with an overview of All Hazards Supply Unit Leader (E -960) key duties and responsibilities of a Supply Unit Leader Type III in a Type LE, F, EM, PH, OD $13,695.00 III All-Hazards Incident Management Team (AHMIT). All Hazards Finance Administration Section Provide local and state -level emergency responders with an overview of Chief (E-973) key duties and responsibliitles of a Finance /Administration Section Chief LE, F, EM, PH, OD $11,836.00 Type If in a Type III AII- Hazards Incident Management Team (AHMIT). Provide additional training that maybe needed by personnel responsible for managing Incidents of greater complexity than those typically All Hazards Strike Team Leader (E -984) encountered during routine operations, This training is designed to LE, F, EM, PH, OD $11,863.00 provide all- hazards competencies and behaviors for Command and General Staff and selected Unit Leader positions within a Type III and /or Type IV Incident Management Team (IMT) environment. Provide local and state -level emergency responders with an overview of E/L 986 Air Support Group Supervisor li duties and responsibilities of an Alr Support Group Supervisor(ASGS) LE, F, EM, OD $12,117.60 In aType III All- Hanerds Incident Management Team (AHMIT). Page 2 of 6 25H -116 Contractor: Constant and Associates, Inc, EXERCISES Page 3 of 6 25H -117 Familiarize local and state -level emergency responders with the basic E/L 987 Introduction to Air Operations concepts of air operations that might be encountered In a Type II All- LE, F, EM, OD $9,922.00 Hazards incident. ICS 300 Intermediate ICS fro Expanding This course provides training on and resources for personnel who Incidents require advanced application of the Incident Command System (ICS), LE, F, EM, PH, OD $11,836.00 ICS 400 Advanced ICS: Command & General The course provides training and resources for personnel who require Staff - Complex Incidents advanced application of the Incident Command System (ICS). 4E, F, EM, PH, OD $9,768.00 The course will enable the participants to develop an effective Interface 0-191: ICS /EOC Interface Workshop between the Incident Command and the Emergency Operations Center LE, F, EM, PH, OD $6,174.30 (EOC) by applying Incident Command (ICS) principles, G -775: EOC Management and Operations This course will introduce students to the considerations Involved In the LE, f, EM, PH, 00 $11,836.00 management and operation of an Emergency Operations Center (EOC). Information and Intelligence Class g ( &I ) Provide the emergency response community the necessary skills sets to LE, F, EM, PH, EMS, $9,768.00 work with and for the Information and Intelligence component of ICS. OD EXERCISES Page 3 of 6 25H -117 Contractor: Constant and Associates, Inc. A) Discussion -Based Exercises - focus on strategic, policy- oriented Issues; facllitatars and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. i "Note; Estimated casts are example costs only and depict a range that an exercise may fall within. Actual costs can vary and is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Typo Description Variables Range of Cost (Estimated) Seminars generally orient participants to, or provide an overview of, Participants ( #), Seminar authorities, strategies, plans, policies, procedures, protocols, resources, Facilitation, $5,000- $25,000 concepts, and Ideas, Seminars can be valuable for entitles that are cation Materials, Location developing or making major changes to existing plans or procedures. Although similar to seminars, workshops differ In two important aspects; participants ( #), 1, participant Interaction is Increased, and 2, focus is placed on achieving Facilitation, Hours, Workshop or bullding a product. To be effective, workshops should have clearly $8000- $35,000 defined objectives, products, or goals, and should focus on a specific Materials, Location, Issue. plans Tabletop Exercises (TTX) are intended to generate discussion of varlaus Issues regarding a hypothetical simulated emergency. They can be used to enhance general awareness, validate plans and procedures, rehearse concepts, and /or assessthe types of systems needed to guide the Participants (#), Tabletop prevention of, protection from, mitigation of, response to, and recovery Facilitation, Hours, $25,000 - $50,000 from a defined incident. The effectiveness of a TTX Is derived from the Materials, lccatlon, energetic involvement of participants and their assessment of Reporting /Plans recommended revisions to current policies, procedures, and plans; therefore facilitation is critical to keeping participants focused on exercise objectives. Page 4 of 6 25H -118 Contractor: Constant and Associates, Inc. B) Operation -Based Exercises- used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as Initiating communications or mobilizing personnel and resources. ( *Note: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual costs can vary and Is dependent an the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Preparation, Planning Meetings, A drill is a coordinated, supervised activity usually employed to validate Participants (k), a specific function or capability in a single agency or organization, Drills Facilitation, Hours, are commonly used to providetraining on new equipment, validate Materials, Drill procedures, or practice and maintain current skills. For ever drill, p p y Site /Mgt. $30,000- $75,000 clearly defined plans, procedures, and protocols need to be In place, Locati ons, Personnel need to be familiar with those plans and trained in the Reporting /Plans, processes and procedures to be drilled. Travel & Expenses, Moulage, Media, Volunteer Coordination Preparation, Functional Exercises (FE) are deslgned to validate and evaluate Planning Meetings, capabilities, multiple functions and /or sub - functions, or interdependent Participants (a), groups of fnctions. FES are typically focused on exercising plans, Facllitation, Hours, Functional policies, procedures, and staff members Involved in management, Materials, $55,000 - $100,000 direction, command, and control functions. An FE Is conducted in a Site /Mgt. realistic, real -time environment; however, movement of personnel and Locations, equipment Is usually simulated. Reporting /Plans, Travel & Expenses Page 5 of 6 25H -119 Full,Scale Exercises (FSE) are typically the most complex and resource - intensive type of exercise. They Involve multiple agencies, organisations, and jurisdictions and validate many facets of preparedness. FSEs often include many players operating under cooperative systems such as the Incident Command System (ICS) or Unified Command. In an FSE, events are projected through an exercise scenario with event updates that drive activity at the operational level. FSEs are usually conducted in a real - time, stressful onvironmentthat is intended to mirror area I Incident. Throughoutthe duration oft he exercise, many activities occur Page 6 of 6 25H -120 Contractor; Constant and Associates, Inc. Preparation, Planning Meetings, Participants (p), Facilitation, Hours, Materials, Site /Mgt. Locations, $75,000 - $150,000 Reporting /Plans, Travel & Expenses, Moulage, Media, Volunteer Coordination 3,0 3.1 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both, There is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses In the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: htto: / /www,caloes ca aov /cal -oes- divisions /california- specializedtrainin - institute and the DHS website at: 25H -121 RFQ No. 16 -QM Page 1.4 https: / /www.fema.c ov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval Is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No. 16 -068 Page 15 25H -122 12, The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints, 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio —for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum, 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 16, All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval, The City shall not he billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H -123 Page 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /traininq 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20, Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16 -068 25H -124 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys ! evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b, Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 25H -125 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1 2. 3. 4, 5, All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ, Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. All prices are to be F.O.B. destination included. Any freight /delivery charges are to be Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -126 Page 19 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax, An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 25H-127 Page 2D 3, The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description, and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office, Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5, POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -128 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -06s 25H -129 Page 22 3.2 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. 25H -130 RFQ No. 16 -068 Page 23 4� When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences. 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full -scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. P,FQ No. 16 -068 25H -131 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises, All drills, functional and full scale exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 321 QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16 -068 Page 25 25H -132 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support, of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full-scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 068 25H -133 Page 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full -scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises, 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement, 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 6. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full -scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 Page 27 25H -134 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used, There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ, No. ].6 -068 25H -135 Pare 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full -scale exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requester name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H -136 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No. 16 -068 25H -137 Pap3o 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but riot limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4, Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16.068 25H -138 Page 31 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Citygate Associates, LLC ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution anal laws of the State of California ( "City "). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security-related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim/Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows; SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No, 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and /or exercises and can modify the existing scope of work for specialty and other ad- hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant 25H1139 Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this 25H2140 Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amonnnt of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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 California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in ftill force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (3 0) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insuued endorsement. 25FP 141 f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, 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 or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terns of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special cotnsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained, in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services tinder this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, mad regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed tinder this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 25W142 minirnumperiod of three (3) years, or for any longerperiod required bylaw, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable, Contractor shall allow a representative of the City to examine, audit, aid make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential infonnation includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law•, or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presentlyhas no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other commmrication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) F.O. Box 1988 Santa Ana, CA 92702 -1.988 Fax 714. 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25HA 43 To Contractor: Citygate Associates, LLC 2250 East Bidwell Street, Suite 100 Folsom, CA 95630 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, commumication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed, as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the ,specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject, to the following conditions: 25H 6144 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19, NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the terns of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shill be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973, All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance, Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors, C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25H'-145 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly larder this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title 11 of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CFR Pall 42, Subparts C, D, E, and O; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process heating on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in tuna, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Pail 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-146 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CPR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar, 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with fielding through this Agreement based on the requirements of 37 CFR§ 401, as applicable, q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, S.AA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City frilly, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Cleric of the Council David Cavazos City Manager 25HI147 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney Joh — '- lhk",f�A , J, . Fuiilc Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department Name: Title: 25H1148 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor; Cltygate Associates, LLC Dlsclplfne Codes: Law Enforcement= LE, Fire = P. Emergency Medical services= EMS, Emergency Management - EM, public Heath = PH, other Discipline = OD Course Title Description Discipline Total Course Cost (Estimated) Hazardous Materials Training- First This course trains first responders to recognize a hazardous materials Responder Operational incident and implement defensive actions to protect themselves, the LE, F $6,500.00 public, the environment and nearby property. This course introduces the Incident Command System (ICS) and provides ICS -100 the foundation for higher level ICS training. It describes the history, F, EMS $6,000.00 features and principles, and organizational structure of the Incident Command System. This course Is designed to enable personnel to operate efficiently during ICS- 200 an Incident or event within the Incident Command System (ICS). This LE, F, EMS $6,500.00 course Focuses on the management of single resources. ICS - 300 Intermediate ICS for Expanding ICS -300 provides training and resources for personnel who require Incidents advanced knowledge and application of the ICS. This course expands LE, F, EMS $11,500.00 upon Information covered In the IC -100 and ICS -200 courses, ICS -400 Advanced ICS Command and This course provides training and resources for personnel who require General Staff advanced application of ICS. This course expands upon information LE, P, EM, PH, 00 $9,500.00 covered In ICS -100 through ICS -300. This course Introduces and overviews the National Incident Management System (NIMS), NIMS provides a consistent nationwide ICS -700 NIMS template to enable all government, private- sector, and LE, F, EMS $6,000.00 nongovernmental organizations to work together during domestic Incidents, ICS -800 B This course provides an introduction to the National Response F, EMS $6,000.00 Framework. Page 1 of 6 25H -149 Contractor: Cl tygate Associates, LLC Page 2 of 6 25H -150 This course contains generic curriculum regarding tactics and strategy AR -330 Task Force /Strike Team Leader All as It relates to the management of a strike team or task force and meets the 5 -330 training requirements of the California Incident Command F $15,712,00 Risk Certification System (CICCS) for the position of Strike Team /Task Force Leader - All Risk. Designed to meet the training requirements outlined In the Wlldland 5 -330 Strike Team Leader Fire Qualifications System Guide and the Position Task Books (PTB) LE, F $14,141,00 developed for the positions of Task Force Leader and the Strike Team Leader and specific to wildland fire suppresslon. Designed to prepare the student to function effectively in the position of 5 -420 Command and General Staff a Type 2 Incident Commander, Command, or General Staff. The focus is F, EMS $45,915.00 on the application of previously acquired (knowledge and skills. Using classroom lecture and simulated incidents, the student will understand the role and function of a Type I Incident Management 5 -520 Advanced Incident Management Team, the applicability of management principles to the incident F, EMS, EM $65,155.00 management job, and the special considerations of Incident management within geographic areas of the nation, This purpose of the professional development course, E -950 Incident Commander (IC), is to provide local and state -level emergency L-950 Incident Commander responders with an overview of key duties and responsibilities of a Type LE, F, EM PH, OD $21,335.00 III Incident Commander In a Type III All - Hazards Incident Management Team (AHIMT). The goal ofthis professional development course isto provide the local L- 954Safety Officer and state -level emergency responders with an overview of Icey duties LE, F, EM, PH, OD $17,000.00 and responsibilities of a Safety Officer Type III in a Type III AHIMT. The goal ofthis professional development course Is to provide the local L -956 Liaison Officer and state -level emergency responders with an overview of key duties LE, F, EM, PH, OD $6,500.00 and responsibilities of a Liaison Officer Type III in a Type III AHIMT. Page 2 of 6 25H -150 Contractor; Citygate Associates, LLC Page 3 of 6 25H -151 The goal of this professional development course Is to provide the local L -958 Operations Section Chief p and state -level emergency responders with an overview of key duties LE, F, EM, PH, OD $17,000.00 and responsibilities of a Operations Section Chief Type III In a Type III AHIMT. The goal of this professional development course is to provide the local L -960 Division Group Supervisor All Risk p p and state -level emergency responders with an overview of Trey duties LE, F, EM, PH $14,141.00 and responsibilities of a Division /Group Supervisor Type III in a Type III AIiIIVIT. The goal of this professional development course Is to provide the local L -962 Planning Section Chief and state -level emergency responders with an overview of I<ey duties LE, F $17,000.00 and responsibilities of a Planning Section Chief Type III in a Type III AHIMT. This course helps attendees establish the essential core competences L -964 Situation Unit Leader required for performingthe duties of the SITL In an al4hzzard5 incident. LE, F, EMS, PH, OD $21,335,00 The course addresses all responsibilities appropriate to a SITL operating in a local or state -level AHIMT. This course provides an overview of Resources Unit Leader responsibilities, the Planning Section, and the planning process to L -965 Resources Unit Leader contextualize the Resources Unitfor emergency management and the LE, F, EIVIS, PH, OD $15,712.00 response personnel unfamlliarwith the planning process orthe Incident Command System ICS). The goal ofthis professional development course Is to provide the local L -970 Su Unit Leader Supply and state -level emergency responderswith an overview of key duties LE, F, EMS, PH, OD $17,000.00 and responsibilities of a Facilities Unit Leader Type III In a Type III AHIMT, The goal of this professional development course is to provide the local L -971 Facilities Unit Leader and state -level emergency responders with an overview of key duties LE, F, EM, PH $21,335.00 and responsibilities of a Supply Unit Leader Type III in a Type III AHIMT. The goal of this professional development course is to provide the lo]Jin L -973 Finance /Admin Section Chief and state -level emergency responders with an overview of trey dutieLE, F, EM, PH $14,141.00 and responsibilities of a F'mance /Adminlstra Lion Section Chief Type I a Type III AHIMT, Page 3 of 6 25H -151 Contractor Cltygate Associates, LLC The goal of this professional development course Is to provide the local L -975 Finance /Admin Unit Leader and state -level emergency responders with an overview of key duties LE, F, EM, PI-I, 00 $14,141,00 and responsibilities of a Finance /Administration Unit Leader Type III in a O -305 -Type 3Incident Management This 5--day course serves as a basic introduction to the activities and EM $49,115.00 EXERCISES Aj Discusslon•Based Exercises- focus on strategic, policy- oriented issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( "Note: Estimated costs are example costs only and deplat a range that an exercise may fall within. Actualcosts can vary and is dependent oo the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables of Range Cost (Estimaated) Seminars generally orient participants to, or provide an overview of, Participants Seminar authorities, strategies, plans, policies, procedures, protocols, resources, Facilitation, Hours, $.,,000- $25,000 concepts, and ideas. Seminars can be valuable for entities that are Materials, Location developing or making major changes to existing plans or procedures. Although similar to seminars, workshops differ in two important Participants ( #), aspects: 1. participant interaction is increased, and 2. focus is placed on Facilitation, Hours, Workshop achieving or bullding a product. To be effective, workshops should have $8,000 - $35,000 clearly defined objectives, products, or goals, and should focus on a Materials, Location, specific Issue. Plans Page 4 of 6 25H -152 Contractor: Citygate Associates, LLC Tabletop Exercises (TTX) are Intended to generate discussion of various Description Variables Issues regarding a hypothetical simulated emergency. They can be used to enhance general awareness, validate plans and procedures, rehearse concepts, and /or assess the types of systems needed to guide the Participants (9), prevention of, protection from, mitigation of, response to, and recovery Facilitation, Hours, $25,000- $50,000 from a defined incident. The effectiveness of a TTX Is derived from the Materials, Location, a specific function or capability In a single agency or organization. Drills energetic involvement of participants and their assessment of Reporting /Plans recommended revisions to current policies, procedures, and plans; Materials, therefore facilitatlon Is critical to keeping participants focused on procedures, or practice and maintain current skills. For ever drill, p p y Site /Mgt. exercise objectives. clearly defined plans, procedures, and protocols need to be In place. B) Operatlon -Based Exercises- used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources. ( *Note: Estimated costs are example casts only and depict a range that an exercise may fall within. Actual costs can vary and is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Preparation, Planning Meetings, A drill is a coordinated, supervised activity usually employed to validate Participants (it), a specific function or capability In a single agency or organization. Drills Facilitation, Hours, are commonly used to provide training on new equipment, validate Materials, Drill procedures, or practice and maintain current skills. For ever drill, p p y Site /Mgt. $00,000 $75,000 clearly defined plans, procedures, and protocols need to be In place. Locations, Personnel need to be familiar with those plans and trained in the Reporting /plans, processes and procedures to be drilled. Travel & Expenses, Moulage, Media, Volunteer Coordination Page 5 of 6 25H -153 Contractor: Citygate Associates, LLC Page 6 of 6 25H -154 Preparation, Functional Exercises (FE) are designed to validate and evaluate Planning Meetings, cnpablildes, multiple functions and /or sub - functions, or interdependent Participants ( #), groups of functions, FEs are typically focused on exercising plans, Facilitation, Hours, Functional policies, procedures, and staff members involved in management, Materials, $55,000 - $100,000 direction, command, and control functions, An FE Is conducted In a Site /Mgt. realistic, real -time environment, however, movement of personnel and Locations, equipment is usually simulated. Reporting /Plans, Travel & Expenses Preparation, Full -Scale Exercises (FSE) are typically the most complex and resource, Planning Meetings, intensive type of exercise. They involve multiple agencies, organizations, Participants l #I, and jurisdictions and validate many facets of preparedness. FSEs often Facilitation, Hours, include many players operating under cooperative systems such as the Materials, Full -Scale Incident Command System (ICS) or Unified Command, In an FSE, events Site /Mgt. $75,000 - $150,000 are projected through an exercise scenario with event updates that Locations, drive activity at the operational level. FSEs are usually conducted in a Reporting /Plans, real -time, stressful environment that is Intended to mirror a real Travel & Expenses, incident. 7hroughaut the duration of the exercise, many activities occur Moulage, Media, simultaneously. Volunteer Coordination Page 6 of 6 25H -154 3.0 3.1 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There Is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses In the following specific disciplines: a. Law Enforcement /Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2, The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal CES website at: http:JJwww.caloes ca qov /cal -oes- divisions /caiifornia. specialized- traininc- institute and the DI-IS website at: 25H -155 RFQ No. 16068 Page 14 https : / /www.fema.aov /traininq for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No, 16 -068 Page 15 25H -156 11 The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered, Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues maybe provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H -157 Rage 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training, 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications, 23, Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No, 16.068 Page 17 25H -158 25, Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 25H -159 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1, All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. L No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No, 16 -068 25H -160 Page 19 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposers are advised that in the evaluation of costs, if applicable, It will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.1A AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. i8 -068 25H -161 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4, City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ, 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RrQ No. 16 -068 Page 21 25H -162 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement, 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 25H -163 Page 22 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement /Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2, The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. RFQ No. 16 -068 25H-164 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences. 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full -scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No. 16 -068 25H -165 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS —HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises, Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ Ma. 16 -068 25H -166 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5, Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3,2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3, Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -068 25H -167 Page 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full -scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3,2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full -scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RRQ No. 16 -068 Page 27 25H -168 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate, 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions, 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -068 25H -169 Page 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval, 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposers proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full -scale exercise and requested to provide a written quotation, These quotations will be reviewed and evaluated by the ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5, POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H-170 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division/ M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5, City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No. 16 -068 25H -171 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No, 16 -068 25H -172 Page 31 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between D -PREP, LLC ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16.068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim /Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is Imowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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 On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and/or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Hormeland Security Regional Training and Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and/or exercises and can modify the existing scope of work for specialty and other ad- hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant 25HL173 Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this 25H2174 Agreement shall beat City's sole risk. 7. INSURANCE Prior to uxndertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insi red(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 Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate, Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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. o. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single lirmit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25HI175 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refases 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 terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, 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 wise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a, third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement aid any services, expenditures, and disbursements charged to the City for a 25H-'1 76 minimum period of tbree (3) years, or for any longer period required bylaw, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12, CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25W177 To Contractor: D -PREP, LLC 705 East Bidwell, Suite 2 -357 Folsom, Ca 95630 A party may change its address by giving notice in writing to the other party, Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City, Each party to this Agreement aclmowledges 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. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void, Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17, WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a conthming waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of tornamation. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25H-178 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, oreed, 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 or in connection with any activities under this Agreement. Contractor affinms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties fiwther agree that Orange County, California, shall. be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 21, PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of tbis .A.greement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200, b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reasonn of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25H-179 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". e, Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the fluids provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti- Lobbying Amendment (31 U.S.C. 1352), as applicable, g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U,S. Department of Justice, h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR. Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C, 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-480 m, Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U,S,C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. III Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L, 94 -163, 89 Stat, 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable, q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant, The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the ,power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall inderunify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. A'T'TEST: CITY OF SANTA ANA Maria D. Huizar Cleric of the Council David Cavazos City Manager 25H9181 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: r`r John 6f. Funk Name: Assistant City Attorney Title: RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department 25H!182 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: DPREP, Inc. OaclPIIne Cades: Law Enforcement = LE, Fire = F, Emergency Medical Services = EMS, Emergency Management= EM, Public Health = PH, Other Discipline - 00 Course Titla Description Discipline Total Course Cost (Estimated A course to prepare the Senior Officer /Pleld Supervisor /Manager to be an effective leader at a Critical Incident. The students will be exposed Critical Incident Response for Supervisors to case studies and will participate in tabletop exercises that will allow and Managers them to apply the Critical Incident Response Plan to show them howto LE, EM $12,480.00 take command and handle a wide variety of law enforcement critical Incidents and in- progress crimes, Crisis Negotiation for Incident Commanders. This course Is designed forthe individual who will be assuming duties Terrorism as the overall Incident Commander during a barricaded or hostage LE, EM $8,600.00 taking terrorism event. Terrorism Sabotage and Disruption of Public This course is designed to educate first responders along with Utilities Terrorism Liaison Officers (TLC) on the current Situation regarding LE, EM, OD $4,30000 disruption of public utilities and its potential forterrorism activity. This course Is designed to prepare the First Responding field Officer to Critical Incident Response for Field Officers- be an effective leader at a Critical Event. It will provide "The First 15" comprehensive review ofcurrentfield tactics, with an emphasis onthe LE, EM $4,300.00 use of a four -step Critical Incident Response Plan that will be developed In the class, EXERCISES Page 1 of 2 25H -183 Contractor: DPREP, Inc. A) Discussion -Based Exercises- focus on strategic, policy - oriented issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. I' Nate: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual costs can vary and is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost Estimated * *Not Applicable - Exercise services not proposed by Contractor B) Operatan•Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps, Exercises are characterized by actual reaction to an exercise scenario, such as Initiating communications or mobilizing personnel and resources. ( *Note: Estimated casts are example costs only and depict a range that an exercise mayfall within. Actual costs can vary and is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) * *Nat Applicable - Exercise services not proposed by Contractor Page 2 of 2 25H -184 3.0 3.1 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both, There is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses In the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OE:S website at: httn: / /www_caloes.ca. ov /cal_oes- divisions /california specialized- trainlna insituto and the DHS website at: 25H -185 R:Q No. 16 -068 Page, 14 https: / /www.fema.pov/traininq for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No, 16 -068 Page 15 25H -186 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50110 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H -187 Page 16 18. A list of "approved" courses is available from Cal OES at www.gAloes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No, 16 -068 Page 17 25H -188 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee, 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course, It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES / REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course surveylevaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3, Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RrQ No. 16.068 25H -189 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ, 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 Page 19 25H -190 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 25H -191 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16.068 Page 21 25H -192 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 25H -193 Page 22 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. RFQ No. 16 -068 Page 23 25H -194 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences. 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full -scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. g. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No. 16 -068 25H -195 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS— HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement /Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16 -068 Page 25 25H -196 3, Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines, These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises, RFQ No. 16 -068 25H -197 Page 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full -scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise, The price quoted for each seminar, workshop, tabletop, drill, functional, and full -scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No, 16 -068 Page 27 25H -198 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment, d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -066 25H -199 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full -scale exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No, 16.065 Page 29 25H -200 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8, Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza 003 11111146 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No. 16 -068 25H -201 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -066 Page 31 25H -202 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Elite Command Training ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing render the Constitution and laws of the State of California ( "City "). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland scourity- related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheirn/Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton, C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism,. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In rrndertaking the performance of this Agreement, Contractor represents that it is lmowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terns and conditions hereinafter set forth, the parties agree as follows; 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the teelmical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and/or exercises and can modify the existing scope of work for specialty and other ad- hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant 25H1203 Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this 25H- 204 Agreement shall be at City's sole risk. VAMENEWFY17,f►M Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a, Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate, Such insurance shall (a) name the City, its officers, employees, agents, volunteers grid 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 California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in fall force and effect for the entire period covered by Us Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without. thirty (3 0) clays prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25H-205 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish 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 terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, 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 or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement, 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations, 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expendiftues, and disbursements charged to the City for a 25W206 minimum period of three (3) years, or for any longer period required bylaw, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, doci inents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City infonmation which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presentlyhas no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25W207 To Contractor: Elite Command Training 26741 Portola Pkwy, Suite IE, 4833 Foothill Ranch, CA 92610 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address, If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For proposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCILUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarduig the subject matter therein, 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, not shall any waiver constitute a continuing waiver wiless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) clays written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25H-'208 a. Asa condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate, b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement, 21. PROFESSIONAL LICENSES Contractor shall, throughout the tern of this Agreement, maintain all necessary licenses, pemmits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CPR Part 200. b. Section 504 of the Rehabilitation Act of 1973, All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The A,ot hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25Ff- -209 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly Linder this Agreement shall be used for any partisan political activity, or to ftrrther the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". C. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided antler this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress hi connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CPR Part 42, Subparts C, D, E, and O; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k, Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C, 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H2210 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Enviroranental Protection Agency regulations (40 CFR part IS), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar, 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publis'her's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHERF,OF, 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, David Cavazos City Manager 25FU 211 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: J( 0 )hn .Funk Name: Assistant City Attorney Title: RECOMMENDED FOR APPROVAL.,: Carlos Rojas, Chief of Police Police Department 25H =112 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: Elite Command Training, LLC Discipline Codes: Law Enforcement= LE, Fire = F, Emergency Medlcal Services =EMS, Emergency Management - EM, Public Health= PH, Other Discipline = 00 Course Title Description Discipline Total Course Cost (Estimated) Designed to prepare the student to function effectively in the position of a Type 2Incident Commander, Command, or General staff. The focus Is on the application of previously acquired knowledge and skills. Students 5 -420: Command and General Staff will participate In two types of groups (teams and similar positions) F, EM $30,750.00 during exercises that Include simulation of the mobilization, management, and demobilization phases of a rapidly accelerating Type 2 wildfire that has potential to become a Type 1 Incident. This course is designed to provide local and state -level emergency E/L 950: AII- Hazards Position Specific responders with a robust understanding of the duties, responsibilities, Incident Commander and capabilities of an effective IC on an Alf- Hazards Incident F, EM $$,750.00 Management Team. This course Is designed for a PIO assigned to an incident as a member of E/L 952: All Hazards Position Specific Public an All- Hazard Incident Management Team (AHIMTS), Local IMTS, as well Information Officer as forthe PIO assigned to an Incident as an assistant PIO in a variety of F, EM $7,500.00 capacities This course is designed to provide local and state -level emergency E/L 954: All-Hazards Position Specific Safety responders with a robust understanding of the duties, responsibilities, Officer and capabilities of an effective SOFR on an All-Hazards Incident F, EM $8,500.00 Management Team. This course is designed to provide local and state -level emergency E/L 956: All-Hazards Position Specific Liaison responders with a robust understanding of the duties, responsibilities, Officer and capabilities of an effective LOFR on an All-Hazards Incident F, EM $4,500.00 Management Team, Page 1 of 13 25H -213 Contractor: Elite Command Training, LLC Page 2 of 13 25H -214 This course is designed to provide local and state -level emergency E/L 958: All-Hazards Position Specific responders with a robust understanding ofthe duties, responsibilities, F, EM $8,500.00 Operations Section Chief and capabilities of an effective OSC on an All- Hazards Incident Management Team. This course is designed to provide local and state -level emergency E/L 960: All-Hazards Position Specific responders with a robust understanding ofthe duties, responsibilities, F, EM $6,500.00 olvislon /Group Supervisor and capabilities of an effective DIVS on an All-Hazards Incident Management Team. This course is designed to provide local and state -level emergency E/L 962: All- Hazards Position Specific responders with a robust understanding of the duties, responsibilities, p, EM $7,500,00 Planning Section Chief and capabilities of an effective PSC on an All- Hazards Incident Management Team. This course helps attendees establish the essential core competencies E/L 962 :AII - Hazards Position Specific required for performing he duties of the SITL In an all - hazards incident. P EM $7,500.00 Situation Unit Leader This course addresses all responsibilities appropriateto a SITL operating In a local- or state -level AHIMT. This course provides an overview of Unit Leader responsibilities, the E/L 962: All- Hazards Position Specific Planning Section, and the planning process to eontextualize the f, EM $7,500.00 Resources Unit Leader Resources Unit for students unfamiliar with the planning process of the Incident Command System (ICS). This course Is designed to provide local and state -level emergency E/L 967: All-Hazards Position Specific responders with a robust understanding of the duties, responsibilities, F, EM $7,500.00 Logistics Section Chief and capabilities of an effective LSC on an All-Hazards Incident Management Team. This course addresses the roles and responsibilities appropriate to a Task Force /Strike Team Leader operating on concert with local or state -level E/L 984 Task Force /Strike Team Leader AHIMT. These responsibilities fall into tow categorles:(1) responding to F, EM $5,750.00 the Incident and the commend needs of the incident, and (2) effectively fulfilling the position responsibilities of a Task Force /Strike Team Leader In conjunction with an AHIMT. Page 2 of 13 25H -214 Contractor: Elite Command Training, LLC Page 3 of 13 25H -215 This course Is designed for those who are assigned to function in a Type USFA Type 3 Incident Management 31MT during a large /complex Incident, typically extending into the Team Team second operational period. The Type 3 MIT can either support p P Yp an F, EM $30,000.00 existent ICS structure, or can assume command of an incident if requested to do so. This course provides the skills and knowledge needed for the entry level Instructor I: Instructional Methodology professional Instructor to perform his or her duties safely, effectively, F $7,500.00 and competently. This course provides the skills and knowledge needed for the Instructor II: Instructional Development Intermediate level professional Instructor to perform his or her duties F $7,500.00 safely, effectively, and competently. The first of a three - course series. Topics Include methods and techniques fortraining in accordance with the latest concepts In career education; Training Instructor 1A: Cognitive Lesson selecting, adapting, organizing, and using instructional materials Delivery appropriate for teaching cognitive lessons; criteria and methods to P $7,500X0 evaluate teaching and learning efficiency; and an opportunity to apply major principles of learning through teaching demonstrations, The second of a three - course series, Topics include methods and techniques for training In accordance with the latest concepts in career Training Instructor 18: Psychomotor Lesson education; selecting, adapting, organizing, and using Instructions[ Delivery materials appropriate for teaching cognitive lessons; criteria and F $7,500.00 methods to evaluate teaching and learning efficiency; and an opportunity to apply major principles of learning through teaching demonstrations. The third of a three - course series. Topics include methods and techniques for training In accordance with the latest concepts in career Training instructor 1C: Instructional education; selecting, adapting, organizing, and using instructional Development Techniques materials appropriate for teaching cognitive lessons; criteria and F $7,500.00 methods to evaluate teaching and learning efficiency; and an opportunity to apply major principles of learning through teaching demonstrations, Page 3 of 13 25H -215 Contractor: Elite Command Training, LLC Page 4 of 13 25H -216 This course provides students with a basic knowledge of the roles and responsibilities of a Fire Inspector I including legal responsibilities and authority, codes and standards, the inspection process, confidentiality Fire Inspector 1A: Duties and Administration and privacy requirements, and ethical conduct, and administrative tasks F $7,500.00 Including preparing Inspection reports, recognizing the need for a permit or plan review, investigating common complaints, and participating In legal proceedings. This course provides students with the basic knowledge of fire and life safety aspects related to the roles and responsibilities of a Fire Inspector Fire Inspector 18: Fire and Llfe Safety I including building construction, occupancy classifications, occupancy F $7,500.00 load, means of egress, hazardous conditions, fire growth potential, fire flow, and emergency planning and preparedness measures. This course provides students with a basic knowledge of field inspection role and responsibilities of a Fire Inspector I including basic plan review, Fire Inspector 1C: Field Inspection emergency access for an existing system, hazardous materials, and the F $7,500.00 operational readiness of fixed fire suppression systems, existing fire detection and alarm systems, and portable fire extinguishers. This course provides students with a basic knowledge of a Fire Fighter I's Fire Inspector 11): Field Inspection - field inspection roles and responsibilities specific to California including F $7,500.00 California Specific tents, canopies, and temporary membrane structures; fireworks and explosives; and wildland urban interface environments. This course provides students with a basic knowledge of the administrative requirements related tothe roles and responsibilities of a Fire Inspector II Including processing permit and plan review applications, enforcing permit regulations, Investigating complex Fire Inspector 2A: Fire Prevention complaints, recommending modifications to codes and standards, F $7,500.00 Administration recommending policies and proceduresfor Inspection services, generating written appeals correspondence, initiating legal action, evaluating Inspection reports, and proposing technical reference material acquisition. Page 4 of 13 25H -216 Contractor: Elite Command Training, LLC Page 5 of 13 25H -217 This course provides students with a basic knowledge of fire and safety Fire Inspector 2B: Fire and Life Safety requirements related to the roles and responsibilities of a Fire Inspector Requirements It including occupancy classification, egress elements, emergency plans F $6,500.00 and procedures, occupant loads, building construction and fire growth potential. Fire Inspector 2C: Inspecting New and This course provides students with a basic knowledge of Inspection Existing Fire & Life Safety Systems and requirements related to the roles and responsibilities of a Fire Inspector F $5,500.00 Equipment II including Inspection of life safety systems and building services equipment, fire protection systems, and emergency access criteria. This course provides students with a basic knowledge of hazardous Fire Inspector 20; Hazardous Materlais, materials operations, and processes related to the roles and Operations, and Processes responsibilities of Fire Inspector II Including hazardous conditions, F $5,500.00 flammable and combustible liquids and gases, and hazardous materials. Fire Investigation 3A: Fire Origin and Cause This course provides the participants with an introduction and basic Determination overview of the fire scene Investigation. The focus is to provide F $7,500.00 information on fire scene indicators and to determine the fire's origin. This course provides a deeper understanding of fire Investigation and Fire Investigation 1B: Techniques of Fire builds on Fire Investigation 1A. Topics include the juvenile fire setter, Investigation report writing, evident preservation and collectlon, Interview F $7,500.00 techniques, motives, and fire fatalities, This course provides information on conducting an explosive Fire Investigation 2A: Criminal and legal Investigation and a surveillance operation, preparing a search warrant, Procedures testifying as an expert witness, assembling a curriculum vitae, and F $7,500.00 properly documenting a criminally caused fire. Fire Investigation 2B: Field Case Stu dl es This course provides advanced instruction in fire scene Investigation, F $7,500.00 Case preparation, and courtroom presentation. Page 5 of 13 25H -217 Contractor: Elite Command Training, LLC Page 6 of 13 25H -218 Key topics include; Systematic planning process for public education, use of CHIPS to analyze local fire problems, communication skills, Public Education 1: Systematic Planning and program evaluation, working with the media, Integrating programs into F $7,500.00 Communication Skills schools, gaining community support, fire safety for children, interviewing and counseling Juvenile fire setters, creating and using audio /visual resources, and Idea and resource sharing. Fire Apparatus Driver /Operator 1A: This course provides the student with information on driver Emergency Vehicle Operations responsibilities, recognized standards, and related laws for fire F $7,500.00 apparatus, Fire Apparatus Driver /Operator 113: Pump This course provides the studentwith information on pup construction F $7,500.00 Operatlons and theory of pump operations. This course provides Information and skills training; topics Include Basic Emergency Vehicle Operations applicable laws, defensive driving techniques, basic inspection, and F $3,000.00 maintenance. Basic Pump p p erations This course provides the studentwith the information and skills training F $3,000.00 for - operation fire service pumps. - _ Auto Extrication Provides hands -on experience in the procedures and systems utilized F $5,000.00 during an automobile extrication. Command and Control of the RIC This command level awareness course provides students with the Deployment terminology and methodology that Is employed during a RIC F $3,500.00 development. Fire Control 1: Basic Fire Chemistry This course Is a basic overview of fire chemistry and fire behavior F $4,500,00 designed for the beginning or volunteer fire fighter. A hands -on course designed to provide the studentwith information, Fire Control 2: Basic Operations - Structural methods, and techniques for operating basic fire fighting tools and F $4,500.00 carrying out basic fire fighting evolutions. This course Is designed to develop fundamental skills in combating Fire Control 3: Structural Fire Fighting in structure fires by providing the students with a thorough understanding Acquired Structures of fire behavior, ventflatlon procedures and techniques, Interior fire F $4,SC0,00 attack, and exterior fire attack. Page 6 of 13 25H -218 Contractor: Elite Command Training, LLC Page 7 of 13 25H -219 This course Is designed to develop fundamental skills In combating Fire Control 313, Structural Fire Fighting in structure fires by providingthe students with a thorough understanding Live -fire Simulators of fire behavior, ventilation procedures and techniques, Interior fire F 7 $5,500.00 attack, and exterior fire attack using a live -fire simulator. Fire Control 4: Oil and Gas Fire Fighting g g This course utlilzes live Lire situations to hands -on exprience in e F $3,500.00 combating fire involving LPG and flammalsle liquids. Fire Control4A: Flammable Gases Fire The course utilizes the flammable liquids and gas (FLAG) trallerto Fighting generate live fire situations and provide hands -on experience in F $3,500.00 combatingflre involving flammable liquids, Fire Control 411; Flammable Gases Fire The course utilitesthe flammable liquids and gas IFLAG) traller to Fighting generate live fire situations and provide handsmn experience In F $5,500.00 combating fire Involving flammable liquids, Fire Control 5: Aircraft Rescue and Fire This course provides students with the methods and techniques Fighting necessar for crash fire rescue services at airports. F $5,500.00 Fire Control 5: Aircraft Rescue and Fire This course provides students with the methods and techniques Fighting with Live Burn necessaryfor crash fire rescue services at airports; course Includes a live f- $6,500.00 burn. This course provides Information, methods, techniques for the utilization Fire Control 6: Wildland Fire Fighting of the California Fire and Rescue Mutual Aid Plan, Incident Command Essentials System, wildland fire fighting strategy and tactics, structure tactics, F $5,500,00 structure triage, terminology, survival skills and operating safely in a wildland fire - fighting Incident, Fire Control 7: Wildland Fire Fighting g g This course provides hands -on experience In fighting wildland or F $5,500.00 agricultural crop fires. This course provides an awareness of flreline safetyto hired vendors flreline Safety Awareness for Hired Vendors who plan to engage in wildland fire suppression and other incident F $2,500.00 support activities. Designed to equip the student with the techniques and methods for Low Angle Rope Rescue Operational using rope. Webbing, hardware friction devices, litters In low angle F $5,500.00 rescue situations. The Rapid Intervention Crew Operations course tralns fire fighters to RIC operations rescue a downed fire fighter in an Immediately dangerous to life and F $4,SOU.00 health environment in the continuing effort to reduce the number of fire fighter injuries and deaths that occur regularly. Page 7 of 13 25H -219 Contractor: Elite Command Tra InIng, LLC Page 8 of 13 25H -220 This course Is designed to train fire service personnel in hands -on Trench Rescue application of the techniques necessary to safely affect a rescue from an F $5,500.00 excavation or trenching cave -In. Hazardous Materials First Responder Hazardous materials notification and reporting requirements for Fire Awareness Level Department personnel who may witness or discover a Hazardous F $2,500.00 Materials leak, spill, ordischar e. Hazardous Materials First Responder Defensive tactics to contain the release from a safe distance, keep it F $4,300.00 Operational Level from spreading, and prevent exposure without tryingto stop the release. -200: Basle ICS This course introduces students to the principles of the Incident F, EM $3,550.00 Command System (ICS) associated with incident - related performance. This course provides description and detail of the Incident Command 1.30D: Intermediate ICS System (ICS) organization and operations In supervisory roles on F, EM $4,500.00 expanding or Type 3 incidents. This course directs the student towards an operational understanding of 1.400: Advanced ICS large single - agency and complex multi- agency /multi- jurisdictional F, EM $3,750.00 Incident responses, 5 -130: Fire Fighter Training This course designed to provide entry-level fire fighters skills. F $4,750.00 5 -131: Fire Fighter T e Training g yp 1 g The course meets the training needs of the Fire Fighter Type 1(FFl) and F $2,5D0.O0 is interactive In nature 5 -190: Introduction to Wildland Fire The course provides Instruction In the primary factors affecting the start Behavior and spread of wildfire and recognition of potentially hazardous F $2,500.00 situations. 5- 200: Initial Attack Incident Commander This course Is designed to meet the training needs of the Incident F $3,750.00 Command Type 4. This course introduces the function, maintenance, and use of internal 5.212: Wildland Fire Chalnsaws combustion engine powered chain saws, and their tactical wildland fire F $5,750.00 application. 5 -215: Fire Operations in the Designed to assist structure and Wildland fire fighters who will be making wildland /Urban Interface tactical decisions when confronting wildland fire thatthreatens life, F $5,750,00 property, and Improvements, In the wildland /urban interface. 5 -230: Crew Boss - Single Resource Training forthesingle resource boss position from Initial dispatch F $4,300.00 through demobilization to the home unit. Page 8 of 13 25H -220 Contractor: EIlte Command Training, LLC 5 -2531: Engine Boss Designed to produce student proficiency In the performance of the F $3,000.00 duties associated with ENGB. This course Introduces the roles and responsibilities of a Firing Boss 5 -234 or S -219 Ignition Operations (FIRF), coin in on firing devices, and general firing operations and F $5,750.00 techniques. This course provides the student with skllis necessary to perform as a 5 -244: Field Observer/ 5 -245: Display field observer (FOBS) and /or a fire effects monitor (F5M0J; this course Processor Combination Class provides students with the skills necessary to perform as a Dlsp lay F $6,750.00 Processor DPRD). The course covers aircraft types and capabilities, aviation management 5 -270: Basic Air Operations and safety for flyingin and working with agency aircraft, tactical and F $3,750.00 Logistical uses of aircraft, and requirements for helicopter takeoff and landing areas. This Is a classroom -based skills course designed to prepare the S -290: Intermediate Wildland Fire Behavior prospective fireline supervisor to undertall safe and effective fire F $5,750,00 management operations. 5 -300: Extended Attack Incident The focus Is on leadership and command as they relate to the ICT3 Commander position and presented in participative lecture format with multiple F $4,500,00 tactical decision games for students to practice new knowledge. Designed to meet the training requirements outlined In the Wildland Fire 5 -330: Task Force /Strike Team Leader Qualification System Guide and the Position Task Books (PTB) developed F $5,750.00 for the position of Task Force Leader and Strike Team Leader and specific to wlldland fire suppression. This course contains generic curriculum regarding tactics and strategy as 5 -330: Task Force /Strike Team Leader An it relates to the management of a strike team or tasl( force and meets F $7,500.00 Risk the S -330 training requirements of the California Incident Command Certification System (CICCS) for the position of Strike Team /Tasl( Force Leader -AIL Risk. 5 -336: Tactical Decision Malting In Wildland Thls Course prepares experienced Single Resource Bosses and Initial Fire Attack Incident Commanders In the tactics necessary at the Strike F $6,750.00 Team/Task Pone Leader level. Page 9 of 13 25H -221 Contractor: Elite Command Training, LLC 5 -339: Dlvlslon /Grou Supervisor p p Prepares students to perform in the role of Division /Group Supervisor F}EM $5,750.00 and provides instruction In support of the specific tasks of the DIVS. 5- 339: Division /Group Supervisor All Risk Thls course teaches the student the management skills necessary to fill F,EM $6,750.00 the position of DIvlslon /Group Supervisor within the framework of IM Designed to introduce fire behavior calculations by manual methods, 5 -390: Introduction to Midland Fire using nomograms and the Fire Behavior Handbook Appendix 8, the F $7,350.00 Behavior Calculations student gains an understanding of the determinants of fire behavior though studying inputs (weather, slope, fuels, and fuel moisture. Topics Include team administration, communication, 5-400: Incident Commander information /intelligence processing, agency administrator and IC F, EM $8,550,00 res onsibilities, transfer of command, and demobilization. This course meets the training requirements for a Public Information Officer Type 2. Topics include information organization and assignment, 5 -403: Information Officer developing a communications strategy, information operations, creating F CM $6,500.00 a safe environment, effective media relations, Incident within an incident, community relations analysis, documentation, demobilization, and transitioning. 5 -404: Safety officer Designed to meet the training needs of the safety Officer position In the F, EM $80000,00 Incident command system. 5 -404: Safety Officer All Risk Designed to meet the training needs of the Safety Officer position in the F, EM $8,000.00 incident commands stem. 5 -430: Operations Section Chief Designed to meet the training needs of the Operations Section Chief F, EM $8,000.00 Type e 2 5 -430: Operations Section Chief All Risk This course presents the command, management, and supervision F, EM $8,750.00 concepts necessary to function as an Operations Section Chief, 5 -440: Planning Section Chief Designed to meet a portion of the training needs of the Planning Section F, EM $7,500.00 Chief Type 2. Page 10 of 13 25H -222 Contractor: Elite Command Training , LLC Page 1.1 of 13 25H -223 Th is course provides students with a basic knowledge of the human resources requirements related to the roles and responsibilities of a Chief Fire Officer including developing plans for providing employee Chief Fire Officer 3A: Human Resource accommodation, developing hiring procedures, establishing personnel Management assignments, describing methods of facilitating and encouraging F $5,500.00 professional development, developing an cngoing education training program, developing promotion procedures, developing proposals for Improving employee benefits, and developing a measurable accident and Injury prevention program. This course provides students with a basic knowledge of the budgeting Chief Fire Officer 33:eudget and Fiscal requirements related to the roles and responsibilities of a Chief Fire Responsibilities Officer including developing a budget management system, developing F $4,000.00 adivision or departmental budget, and describing the process for ensuring competitive bidding. This course provides students with a basic knowledge of the administration requirements related to the roles and responsibilities of a Chief Fire Officer 3C: General Administration Chief Fire Officer including directing a department record management Functions system, analyzing and Interpreting records and data, developing a F $5,500.00 model plan for continuous organizational Improvement, developing a plan to facilitate approval, preparing community awareness programs, and evaluating the inspection program of the AHJ, This course provides Information on the use of human resources to Company Officer 2A: Human Resources accomplish assignments, evaluating member performance, supervising Management personnel, and integrating health and safety plans, policies, and F $7,500.00 procedures Into dally activities as well as the emergency scene. This course provides information on general administrative functions Company Officer 20.: General Administrative and the Implementation of department policies and procedures and Functions addresses conveying the fire department's role, Image, and mission to F $5,500A0 the public. Page 1.1 of 13 25H -223 Contractor: Elite Command Training, LLC Page 12 of 13 25H -224 This course provides Information on conducting inspections, Identifying Company Officer 2C: Fire Inspections and hazards and addressing violations, performing a fire investigation to F $7,500.00 Investigations determine preliminary cause and securing the Incident scene and reserving evidence This course provides information on conducting incident size -up, Company Officer 213, All -Risk Command developing and Implementing an Initial plan of action involving single and multiunit operations for various types of emergency incidents to F $7,500.00 Operations mitigate the situation following agency safety procedures, conducting pre - incident planning, and develop and conduct a post - incident analysis. This course provides information on evaluating and reporting Incident conditions, analyzing Incident needs, developing and Implementing a Company Officer 2E: Wlidland Incident plan of action to deploy Incident resources completing all operations to F $7,SOO.Otl Operations suppress a wildland fire, establishing an incident command post, creating an incident action plan, and completing incident records and reports. Key topics include: Team organization, rescue, and environmental considerations, use of ropes, knots rigging and pulley systems, Rescue Systems I: Basic Rescue Skills descending, rappelling, and belaying tools and techniques, subsurface F $7,500.00 rescue techniques, use of cribbing, wedges, cutting /prying and hydraulic tools, use of fire service ladders In specialized rescue situations, and day and night simulated rescue exercises. This course Is designed for people who have been identified as current Introduction to Homeland Security and future leaders In homeland security, The course provides a basic F, EM $4,800.00 overview ofthe Ideas that can help leaders thinkand act more strategically. Defining Terrorism This course discussing the differences between terrorism, criminality, F, EM $2,500.00 warfare, and the relevance to first responders, This course describes the history and Intent of fusion centers, the Intelligence Cycle for First Responders Intelligence cycle, and the difference between passive Information F,EM $2,500.00 gathers and active Information gathers. Critical Infrastructure This course discusses the process of evaluating and modeling risk F, EM $4,500.00 associated critical infrastructure for first responders. Page 12 of 13 25H -224 Contractor: Elite Command Training, LLC EXERCISES A) Discussion -Based Exercises - focus on strategic, policy- oriented Issues; facllltators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note; Estlmated costs are example costs only and depict a range that an exercise may fall within. Actual costs can vary and Is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cast Estimated) "Not Applicable - Exercise services not proposed by Contractor B) Operation -Based Exercises- used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as Initiating comm a nications or mobilizing personnel and resources, ( *Nate: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual casts can vary and Is dependent on the size, scope, find variables involved with aparticular exercise) Exercise Type Description Variables Range of Cost (Estlmated) * *NotAppllcable - Exercise services not proposed by Contractor Page 13 of 13 25H -225 'kill 3.1 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical C. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA, 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses, Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal, 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: htto: / /www.caloes ca aov /cal -oes- divisions /california- specialized - training institute and the DHS website at: 25H -226 RFQ No. 16,068 Page 14 https: / /www.fema.,qov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers, 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No. 16 -068 25H-227 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H -228 Page 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.aov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16.068 25H -229 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No, 16068 25H -230 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery,-drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No, 16 -068 25H -231 Page 19 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes, The City will furnish an exemption certificate, 6, All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. S. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. g. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -063 25H -232 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 8.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -233 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER / SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No, 16 -06£3 25H-234 Page 22 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representatives) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3,2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. RFQ No 16 -068 25H -235 pa�� z3 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences. i. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full -scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFq No. 16 -068 25H -236 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee, 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.21 QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to- the - development and delivery of- seminars workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RrQ No. 16 -068 25H -237 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -In sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6FQ No. 16 -068 25H-238 Page 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full -scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3,2,3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement, 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B, destination. Any freight/delivery charges are to be included. 4. Any price Increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full -scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -239 Page 27 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No 16 -068 25H-240 Page 28 3, The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7, The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposers proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full -scale exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying ( quotation) number, date, City of Santa Ana agreement number, requester name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H -241 Payee 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No. 16 -068 25H -242 Page 30 7. Proposer shall utilize standardized invoice upon request. 8, Invoices shall only be issued by the Proposer who is awarded an agreement, 9. Payments will be issued to and invoices must be received From the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No, 16 -068 25H -243 Page 31 25H -244 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Hagerty Consulting, Inc. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing wider the Constitution and laws of the State of California ( "City "). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim /Santa. Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be fanded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting Erin 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 On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16-068, which are incorporated by reference and attached as Exhibit B. 2, CHANGE ORDERS To maintain flexibility that willows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Program will utilize a Change Order provision to request other training and exercise couuses at the City's request. Change Orders will be used to approve training and /or exercises and can modify the existing scope of work for specialty and other ad- hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant 25HL245 Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this 25H- 246 Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain slid shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self hisurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile li ability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer; Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. V. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (3 0) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25W247 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termmation shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, 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 or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor Linder this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold hornless City from any and all liability, fines, penalties, and consequences from any of Contractor's faihures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 25H-"248 minimum period of three (3) years, or for any longer period required bylaw, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12, CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and firther agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement, The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed, by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the perfornance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other conuruinication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 251-249 To Contractor: Hagerty Consulting, Inc. 1618 Orrington Avenue, Suite 201 Evanston, IL 60201 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the timc 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. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, 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 Contractor, The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not shnilar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25H�150 a. Asa condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities tinder this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies, Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CPR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall., solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. e. Americans witls Disabilities Act of 1990 (ADA). Contractor must comply with all 25H"L251 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable d. Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly render this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the ftmds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti- Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title lI of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as atnended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal. or State administrative agency, or the Contractor makes a. finding of discrimination after a due process hearing on the grormds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable, i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti- Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented, by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-'252 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable, n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr, 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable, q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or Linder this Agreement, However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty - free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose; (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or darnages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if frilly set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Clerk of the Council David Cavazos City Manager 25FP -253 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attonicy Jo]vi .Funk Name: Assistant City Attorney Title: RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department 25H -'154 EXHIBIT A List of Tralning /Classes and Exercises TRAINING Contractor; Hagerty Consulting *Discipline codes: law Enforcement = LE, Fire = 5 Emergency medical Services -EMS, Emergency Management= EM, Public Flealth = PH, other Discipline = 00 Course Title Description Discipline Total Course Cost Seminars generally orient participants to, or provide an overview of, (Estimated) Seminar authorities, strategies, plans, policies, procedures, protocols, resources, participants hJL * *NotApplicable - Training Courses not proposed by Contractor concepts, and ideas, Seminars can he valuable for entitles that are EXERCISES A) Discussion -Based Exercises -focus on strategic, policy- oriented issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives, t* Note: Estimated costs are example costs only and depict a range that an exercise mayfall within. Actualcosts can vary and is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Seminars generally orient participants to, or provide an overview of, Seminar authorities, strategies, plans, policies, procedures, protocols, resources, participants hJL concepts, and ideas, Seminars can he valuable for entitles that are Facilitatlon, Hours, $5,000 - $25,000 developing or making major changes to existing plans or procedures. Materials, Location Although similar to seminars, workshops differ in two important aspects: 1, participant interaction is Increased, and 2. focus Is placed on achieving participants (#), Workshop or building p roduct. To be effective, workshops should have clearly Facilitation, Hours, $8,000- $35,000 defined objectives, products, or goals, and should focus on a specific Materials, Location, Issue. Plans Page 1 of 3 25H -255 bletop Exercises (TTX) are intended to generate discussion of various ues regarding a hypothetical shnul ate d emergency. They can be used enhance general awareness, validate plans and procedures, rehearse ncepts, and /or assess the types of systems needed to guide the .ventlon of, protection From, mitigation of, response to, and recovery ,m a defined incident. The effectiveness of a TTX is derived from the ergetic involvement of participants and their assessment of commended revisions to current policies, procedures, and plans; arefore facilitation Is critical to keeping participants focused on =_rcise objectives. Contractor: Hagerty Consulting Participants ( #J, Facilitation, Hours, Materials, Location, $2S,00o- $s0,00o Reporting /Plans B) Operation -Based Exercises- used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps, Exercises are characterized by actual reaction to an exercise scenario, such as Initiating communications or mobilizing personnel and resources. ( *Note; Estimated Posts are example costs only and depict a range that on exercise mayfall within. Actual costs can vary and Is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cast (Estimated) Preparation, Planning Meetings, A drill is a coordinated, supervised activity usually employed to validate Participants (N), a specific function or capability in a single agency or organization. Drills Facilitation, Hours, are commonly used to provide training an new equipment, validate Materials, site /Mgt. Drill procedures, or practice and maintaln current skills. For every drill, $30,000- $75,000 clearly defined plans, procedures, and protocols Head to be in place. Locations, Personnel need to be famlllarwith those plans and trained In the Reporting /Plans, processes and procedures to be drilled. Travel & Expenses, Moulage, Media, Volunteer Coordination Page 2 of 9 25H -256 Contractor; Hagerty Consulting Page 3 of 3 25H -257 Preparation, Functional Exercises (FE) are designed to validate and evaluate Planning Meetings, capabilities, multiple functions and /or sub - functlons, or interdependent Participants (#), groups of functions, FES are typically focused on exercising plans, Facilitation, Hours, Functional policies, procedures, and staff members Involved in management, Materials, $55,000 - $100,000 direction, command, and control functions, An FE is conducted in a Site /Mgt. realistic, real -time environment; however, movement of personnel and Locations, equipment IS Usually Simulated, Reporting/Plans, Travel & Expenses Preparation, Full -Scale Exercises (FSE) are typically the most complex and resource- Planning Meetings, Intensive type of exercise. They Involve multiple agencies, organizations, Participants (#), and jurisdictions and validate many facets of preparedness, FSEs often Facilitation, Hours, Include many players operating under cooperative systems such as the Materials, Full -Scale Incident Command System (ICS) or Unified Command. In an FSE, events Slte /Mgt. $75,Op0 - $150,000 are projected through an exercise scenario with evert updates that drive Locations, activity at the operational level. FSEs are usually conducted in a real- Reporting /plans, time, stressful environment that is intended to mirror a real incident. Travel & Expenses, Throughout the duration of the exercise, many activities occur Moulage, Media, simultaneously, Volunteer Coordination Page 3 of 3 25H -257 3.0 3,1 SECTION III EXHIBIT B TECHNICAL. SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There is no requirement the Proposer must respond to both components of the RFQ, TRAINING COURSES 1. The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal, 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: http: / /www,caloes.ca.gov /cal -oes- divisions /california- specialized- training institute and the DHS website at: 25H -258 RFQ No. 16 -068 Page 1.4 https://www.fam2,—qov/traini-n g for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval, The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified In the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses, 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and,following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No. 16 -068 25H -259 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services orto lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training clays are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H -260 Page 16 18. A list of "approved" courses is available from Cal OES at www,caloes,ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /traininq 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification, The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24, Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16.068 25H -261 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider an their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES / REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer, 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 25H -262 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3,1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3, All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course, The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, Insurance, license fees, permits, costs of bonds, or any other purpose, RFQ Na 15 -068 25H -263 Pege19 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax, An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes, The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.1.4 AWARD FORTRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 25H -264 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -265 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2, City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O, Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices, 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 25H -266 Page 22 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative (s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. c RFQ No. 16 -068 25H -267 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences. 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full -scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. c Q RFQ No, 16 -068 25H -2VV Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS— HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines; a. Law Enforcement/Tactical b. Fire /Emergency Medical C. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RF4 No. 16 -068 25H -269 Rage 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators, 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AAR$ will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -068 25H-270 Page 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full -scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into I-ISEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City, 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full -scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No, 16� 068 25H-271 Page 27 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages, The City is not imposing any additional requirements regarding wages. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -068 25H-272 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full -scale exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office, 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ Nn, 1.6 -068 25H-273 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No. 16 -068 25H-274 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement, The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No, 16 -068 25H -275 Page 31 25H -276 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS TIIIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Hoertseh Training and Consulting LLC ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security- related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim/Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C, Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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 On an as- needed basis, and at the sole discretion of City, Contractor shall, conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Program will utilize a Change Order provision to request other training and exercise courses at. the City's request. Change Orders will be used to approve training and /or exercises and can modify the existing scope of work for specialty and other ad- hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant 25H1277 Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this 25H- 278 Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate, Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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 hnsurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in fall force and effect for the entire period covered by this Agreement, (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25H -279 f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured . and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement, Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, 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 or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, 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 terns o£, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United. States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WIT1H LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 25H-'280 minimum period of three (3) years, or for any longer period required bylaw, from the date of final payment to Contractor under this Agreement, All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12, CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and farther agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required, to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City, 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement, 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P,O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad. Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25Ff 281 To Contractor: Hoertsch Training and Consulting LLC 5150 Fair Oaks Blvd # 353 Carmichael, CA 95608 A party may change its address by giving notice in writing to the other party, Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above, If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, 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 terns of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terns and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifics. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions; 25W282 Ell As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties fiuther agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the tern of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and- all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. Alt recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25H7283 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the fiords, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment — Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and 911 its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-284 in. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n, Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar, 11, 1988, as amended at 60 FR 19639, 19645, Apr, 19, 1995), as applicable, o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable, P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or Linder this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal govenunent's, SAA's and City's rights identified above most be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. IIuizar Cleric of the Council David Cavazos City Manager 25FF -285 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: 0 4 ice,_ John 0. Funk Name: Assistant City Attorney Title: RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department 25W1 86 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: Hoer5teh Train ng Consulting (HTAC) Discipline Codes: Low Enforcement= LE, Fire= F, Emergency Medical Services= EMS, Emergency Management - EM, Public Health= PH, Other Discipline= OD Course Title Description Discipline Total Course Cost (Estimated) * *NotAppllcable -Exercise services not proposed by Contractor Course Is designed to educate attendees on all aspects of ALPR Automated License Plate Reader (ALPR) technology, Training relates to all faucets of law enforcement from the Technology & Procedures intelligence analyst, the ALPR administrator to the operator deploying LE, F, PH $5,000.00 the ALPR equipment. EXERCISES A) Discussion -Based Exercises - focus on strategic, policy- oriented issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated castsore example costs only and depict a range that an exercise may fall within. Actual costs can vary and isdepeadent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) * *NotAppllcable -Exercise services not proposed by Contractor B) Operation -Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenarlo, such as initiating communications or mobilizing personnel and resources. ( *Note: Estimated casts are example costs only and depict a range that an exercise may fall within. Actual costs can vary and Is dependent an the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated " *Not Flpplicable - Exercise services not proposed by Contractor Page 1 of 1 25H -287 3.0 3.1 SECTION m EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both, There is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement /Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses, Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DH$ for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: httn:! /www.calces.ca.gov /cal -oes- divisions /califarnia• specialized - training - institute 25H -288 and the DHS website at: RrQ No, 16 -068 Page 14 hftgs : / /www.fema.,qov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations 'from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. e RF4 No, 16 -068 25H -289 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints, 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2015. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. Rr-Q No. 16 -068 Page 16 25H -290 18. A list of "approved" courses is available from Cal DES at www,caloes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.qov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16 -068 25H -291 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. 25H -292 RFQ No. 16 -068 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1,3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -293 Page 19 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City, S. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. g. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 Page 20 25H -294 3. The City has the right to decline to award an agreement or any part thereof for any reason, 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement, 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office, Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -295 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services, 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6, Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER /SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 Page 22 25H -296 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery, It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. RFq No. 16 -068 25H-297 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences. 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full -scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. e Q RFQ No. 16 -068 25H -298 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. Rf Q No. 16 -068 25H -299 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to; Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFq No. 16 -068 25H -300 Page 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full -scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full -scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16058 25H-301 Page 27 except taxes legally payable by City, will be paid by the City unless expressly included and itemized In the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. S. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -068 Page 28 25H -302 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full -scale exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No, 16.068 25H -303 Page 29 6. POs and payments for service will he issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M• -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RRQ No. 16 -068 25H-304 Page 80 7. Proposer shall utilize standardized Invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4, Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 25H -305 Page 31 25H -306 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between HWC ( "Contractor "), and the City of Santa Ana, a chatter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No, 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B, These courses are in support of the Anaheim/Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any senvioes performed by Contractor 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 teens and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement, Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and /or exercises and can modify the existing scope of work for specialty and other ad- hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant 25HL-307 Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this 25H- 308 Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its o£fzcers, 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 Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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 California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate, C. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25H -309 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, 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 injuuy, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify; hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained hr the work product or documents provided or used by Contractor under this Agreement, 10, CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California, Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any aid all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 25H ='310 minimun period of three (3) years, or for any longer period required bylaw, from the date of final payment to Contractor under this Agreement, All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, docruments, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement, 12, CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such infonnation 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 infonmation includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightfal possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13, CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City; Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 7t4- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25H -311 To Contractor: IIWC 1100 New York Ave NW ##250W Washington, DC 20005 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, commumication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -:four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, 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 Contractor, The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement aclmowledges 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. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy, No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 1s. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice oftennination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25H-'312 a. Asa condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and. enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties fiuther agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement, 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement, 22. CERTIFICATIONS a, Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded fiom the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in anyprogram or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must oomply with all 25Hz313 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to farther the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". C. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United. States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti- Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Nan - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title 11 of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CPR Part 42, Subparts C, D, E, and C; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State conut, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the .Executive Order 11246 of September 24, 1965, entitled "Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contactor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contact Work and Safety Standard's Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25W314 in. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S,C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n, Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable, P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form roust ensure the preservation of these rights, 23. MISCELLANEOUS PROVISIONS a.. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written, ATTEST: CITY OF SANTA ANA Maria D. Huizar Clerk of the Council David Cavazos City Manager 25H9-315 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: ,.. 9vtz- ", Jolm Punk Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Deparhirent Name: Title: 25H -`316 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: Hassett and Willis Associates, LLC *Discipline Codes: Low Enforcement= LE, Fire =F, Emergency Medical Services = EMS, Emergency Management = EM, Public Health = PH, Other Discipline = DO Course Title Description Discipline Total Course COSt Seminars generally orient participants to, or provide an overview of, (Estimated authorities, strategies, plans, policies, procedures, protocols, resources, Participants (N), * *NotApplicable - Training Courses not proposed by Contractor Seminar concepts, and Ideas. Seminars can be valuable for entities that are EXERCISES A) Discussion -Based Exercises - focus on strategic, policy- oriented issues, facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated costs are example casts only and depict a range that an exercise mayfall within. Aetualcosts can vary and is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Seminars generally orient participants to, or provide an overview of, authorities, strategies, plans, policies, procedures, protocols, resources, Participants (N), Seminar concepts, and Ideas. Seminars can be valuable for entities that are Facilitation, Hours, $5,000- $25,000 developingor making major changes to existing plans or procedures. Materials, Location Although similar to seminars, workshops differ in two Important aspects: 1. participant interaction is Increased, and 2, focus is placed on achieving participants (f«), is Workshop or building a product. To be effective, worshops should have clearly Poe ion, Hours , $8,000 - $35,000 defined objectives, products, or goals, and should Focus on a specific Materials, Location, Plans issue. Page 1 of 3 25H -317 T&etop Exercises (TTX) are intended to generate discussion of various issues regarding a hypothetical simulated emergency. They can be used to enhance general awareness, validate plans and procedures, rehearse concepts, and /or assess the types of systems needed to guide the prevention of, protection from, mitigation of, response to, and recovery from a defined Incident. The effectiveness of a TTX is derived from the energetic Involvement of participants and their assessment of recommended revisions to current policies, procedures, and plans; therefore facilitation Is critical to keeping participants focused on exercise objectives. Contractor: Hassett and Willis Associates, LLC Particfpants (H), Facilitation, Hours, Materials, Location, $25,000- $50,000 Reporting /Plans B) Operation -Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as Initiating communications or mobilizing personnel and resources, (-Note: Estimated casts are example costs only and depict a range that an exercise may fall within. Actual costs can vary and Is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Preparation, Planning Meetings, A drill is a coordinated, supervised activity usually employed to validate a Participants (it), specific function or capability in a single agency or organization. Drills are Facllltatlon, Hours, commonly used to provide training on new equipment, validate. Materials, Site /Mgt. Drill procedures, or practice and maintain current skills, Foreverydrill, Locations, $30,000 - $75,000 clearly defined plans, procedures, and protocols need to be in place. Reporting /Plans, Personnel need to be familiar with those plans and trained in the Travel & Expenses, processes and procedures to be drilled, Moulage, Media, Volunteer Coordination Page 2 of 3 25H -318 Contractor: Hassett and Willis Associates, LLC Page 3 of 3 25H -319 Functional Exercises (FE) are designed to validate and evaluate Preparation, Capabilities, multiple functions and /or sub - functions, or Interdependent Planning Meetings, groups of functions. FEs are typically focused on exercising plans, Participants Functional policies, procedures, and staff members Involved in management, our Hours, Faterials, $55,000 - $100,000 direction, command, and control functions. An FE isconducted Ina Si Materials, Site /Mgt. realistic, real -time environment; however, movement of personnel and Locations, equipment Is usually simulated Reporting/Plans, Travel & Expenses Full -Scale Exercises (FSE) are typicallythe most complex and resource- Preparation, intensive type of exercise. They involve multiple agencies, organizations, Planning Meetings, andjurisdictions and valldate many facets of preparedness, FSEs often Participants (4), include many players operating under cooperative systems such as the Facilitation, Hours, full Incident Command System (ICS) or Unified Command. in an FSE, events Materials, Site /Mgt. -Scale are projected through an exercise scenario with event updates that drive locations, $75,000- $150,000 activity at the operational level. FSES are usually conducted in a real- Reporting /plans, time, stressful environment that is intended to mirror a real incident. Travel &Expenses, Throughout the duration of the exercise, many activities occur Moulage, Media, simultaneously. Volunteer Coordination Page 3 of 3 25H -319 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS 10 REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both, There is no requirement the Proposer must respond to both components of the RFQ. 3.1 TRAINING COURSES 1. The ASAUA requires training courses In the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 6. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: htti): / /www.caloes.ca,gov /cal -oes- divisions /california- specialized- traininrninstitute and the DHS website at: RFQ No, 15.069 Page 14 25H -320 httos: / /www.fama.gov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA/Cal QES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted In a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No 16 -068 25H -321 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch, The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H -322 Page 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fama.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. Tile ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ Nc. 16 -068 25H -323 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 25. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 25H -324 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES t. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1 2 3 4 5 All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. All prices are to be F.O,B, destination included. Any freight /delivery charges are to be Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No, 16 -068 25H -325 Page 1.9 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. B. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.1A AWARD FOR TRAINING COURSES 1, The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive Informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 25H -326 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason, 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1, As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3, Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -327 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 25H -328 Page 22 3.2 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and Invoicing problems, 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. EXERCISES 1, The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. 25H -329 RPq No. 16 -068 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full -scale exercises. 0. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences, 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full -scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No, 16 -068 25H -330 `age 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS —HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No, 16 -068 25H -331 Rage 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1, Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -068 25H -332 Page 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full -scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. B. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.23 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise. The Brice quoted for each seminar, workshop, tabletop, drill, functional, and full -scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -333 Page 27 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and Immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No 16 -068 25H -334 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 8.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full -scale exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office, 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H -335 Page 29 6. POs and payments for service will be issued only in the name of the Proposer, 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.Q. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No, 16.068 25H -336 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. g. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3,2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 25H -337 Page 31 25H -338 AGREEMENT TO PROVIDE TRAINING COURSES AND FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Knowledge acrd Intelligence Program Professionals, Inc. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City"). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management, B. These courses are in support of the Anaheim /Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Departrrnent of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton, C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as-needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is lmowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and /or exercises and can modify the existing scope of work for specialty and other ad- 25HL339 hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The term of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor b the Cit . City shall not be limited in any way in its use of 20 2346 the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk, 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be Ihnited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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 California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured 25W341 endorsement. f. If Contractor fails or refiiscs 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 terminate this Agreement. Such termination shall not affect Contractor's light to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnity the City for any work. performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, 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 or willfirl misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. 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 hr this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal. injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement, 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred 25H-'342 under this Agreement and any services, expenditures, and disbursements charged to the City for a, minimum period of three (3) years, or for any longer period required bylaw, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information, Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality, (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City, 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any mariner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant. to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1.988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25W343 To Contractor: Knowledge and Intelligence Program Professionals, Inc. 3605 Long Beach Blvd,, Suite 400 Long Beach, CA 90807 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXC1LUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, 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 attaclnnents hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement aelcnowledges 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. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deerned a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination, In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25H `344 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19, NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement, Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, pen-nits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement, 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Art of 1973. All recipients of federal fiulds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be siibj ect to discrimination, including discrimination in employment, in any prograin or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA), Contractor must comply with all 25H-345 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable d. Lobbying and Political Activity. None of Cie funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ", e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq,, and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. £ Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title Il of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title Vll of the Civil Rights Act of 1968, as amended; Department of Justice Non- Disorimina.tion Regulations, 28 CFR Part 42, Subparts C, D, E, and Cr; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment—Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-'346 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar, 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose; (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Clerk of the Council David Cavazos City Manager 25F P -347 APPROVED As TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: YV ' John M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department Name: Title: 25H!348 EXHISIT A List of Training /Classes and Exercises TRAINING Vendor: Knowledge Intelligence Program Professionals Discipline Codes: Law Enforcement = LE, Fire = F, Emergency Medical Services = EMS, Emergency Management = EM, Public Health = PH, Other Discipline = 00 Course Title Description Discipline Total Course Cost Estimated State Threat Assessment System (STAS) Reviews and explains relevant federal and state laws and case history Legal Course (28 CFR) governing the operation of fusion centers. LE, OD $4,600.00 Specifically addresses the fundamentals of behavioral threat assessment, Behavioral Threat Assessment: Preventing including a discussion of targeted violence. This course will also address the Active Shooter the "threat calculus" of violence risk and the warning behaviors LE, F, OD $7,000.00 associated with individuals who are on the "pathway to violence" and Intend to carry out a violent attack. Countering Violent Extremism: Fusion Provides knowledge and tools necessary to effectively communicate and Center Outreach and Liaison Course otherwise engage with their regional fusion center(s). LE, Ely, M, PH, OD $11,200A0 Consists of four modules that will provide students with the requisite knowledge to recognize common cyber security risks and attacks. In Cyber Security addition, the course will provide students with specific actionable L¢, F, OD $5,900.00 knowledge to help them conform to best practices In achieving defense in depth at both home and In the workplace. Examining the science, tools and techniques necessary to approach and Human Engineering g g ultimately elicit rapport, trust, and cooperation from any individual. LE, F $7,500.00 Case studies and practical experiential exercises will be presented with specific emphasis on the social psychology of Influence. Teaches proven techniques and advanced approaches for collecting Human Skills Course: Elicitation, Deception relevant, accurate, and validated Information using interpersonal and Interviewing Interaction with human sources in support of Investigations and LE, F, OD 7,OOOA0 intelligence operations. Page 1 of 6 25H -349 Vendor: Knowledge Incelllgence Program Pimfosslonals Page 2 of 5 25H -350 Entry level awareness overview will aid students in establishing a Severe Forms of Human Trafficking regional culture of resources and response. strategies to Human Awareness and Indicators Trafficking situations, as well as application of victims' rights when an HT LE, F, OD 8,500.00 victim is refusing, or not requesting services and help. Provides Important vetted private industry stakeholders with the Infrastructure Unison Officer (II.0) knowledge and tools necessary to effectively communicate and LE, F, OD 4,850.00 otherwise engage with their regional fusion center(s). Enhancing the participant's understanding of Iran as an emerging Iran- Hlzbullah: The Emergence of Iranian regional power and the terrorist group Hlzabullah as its surrogate force Power projection capabllity and the threats and potential threats they LE, F, OD 7,000.00 Individually and together pose to the United States. Examining in -depth the theories, tools and techniques involved with Individual online radicalization. Case studies and practical experiential Online Radicallzatlon: Theory and Practice exercises will be presented with articulate emphasis on better LE, OD 7,500.00 understanding the theoretical models of ra di ca llzatlo n holistically as well as mare contemporary focus on the types of online radica lizatl on most frequently used today. This course consists of three modules, each building on each other to Folding Violent Extremism 1: The Domestic arm the first responder with the basic knowledge to understand, LE, F, OD 7,000.00 Settle In the Global war on Terror recognize and the methods of reporting Indicators of terrorist and violent extremist activities. This course consists of five modules, each building on each other to arm Policing Violent Extremism 2: The Merger of the first responder with the basic knowledge to understand and Crime and Terror recognize and Indicators, tactics and shared Ideologies of the three LE, F, OD 7,000.00 major Homegrown Violent Extremist groups - Islamic Radicals, Sovereign Citizens and Mexican Drug Cartels. Examiningthe threat of$overelgn Citizen domestic extremism In the United States. Case 5tudieswlll be presented of significant soverelgit Sovereign Citizen Extremists citizen extremist plots and Incidents In the U.S., with specific emphasis LE, F, OD 7,000.00 on the radical beliefs of the extremists and theirtarget selection, planning, and pre - operational activates. Page 2 of 5 25H -350 Vendor; Knowledge Intelligence Program Professionals EXERCISES A) Discussion -Based Exercises -focus on strategic, policy- orlented issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated costs are example costs only and depict a range that an exercise may jail within, Actual costs can vary and is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Introduces participants to a conceptually sounds, operationally relevant, Variables Range of Cost (Estimated) sustainable method of assessing students and others on a pathway to Targeted Violence Prevention targeted violence. Participants will learn techniques and methodologies LE, EM, OD 7,000.00 Seminar designed to improve community safety and establish a collaborative and Facilitation, Hours, $5,000 - $25,000 comprehensive community safety net. Materials, Location This course focuses on the Inter- workings and modus operandi of Terrorism Liaison Officer (TLO) Basic domestic and International terrorist groups; In addition emphasis on Training Cause Information collection, sharing, networking, and the continuing LE, F, EM, PH, OD 4,850.00 development of city, county, state, tribal and federal public /private partnership will be emphasized in the training. Terrorism Recognition, Awareness, and Aimed at understanding terrorism, especially the pre- inddent Indicators Prevention Partnership (TRAPP) of terrorist actions, and understanding the system In place of reporting, LE, OD 4,600.00 both the fusion center and FBI. EXERCISES A) Discussion -Based Exercises -focus on strategic, policy- orlented issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated costs are example costs only and depict a range that an exercise may jail within, Actual costs can vary and is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Seminars generally orient participants to, or provide an overview of, authorities, strategies, plans, policies, procedures, protocols, resources, Participants ( #), Seminar concepts, and Ideas. Seminars can be valuable for entities that are Facilitation, Hours, $5,000 - $25,000 developing or making major changes to existing pla ns or procedures. Materials, Location Page 3 of 6 25H -351 Vendor; Knowledge Intelligence Program Professionals Workshop Although similar to seminars, workshops differ In two important aspects: 1. participant Interaction is Increased, and 2, focus Is placed on achieving or building a product, To be effective, workshops should have clearly defined objectives, products, or goals, and should focus on a specific issue. Participants Facilitation, Hours, Materials, Location, Plans $81000- $35,000 Tabletop Exercises (TTX) are intended to generate discussion of various issues regarding a hypothetical simulated emergency. Theycan be used to enhance general awareness, validate plans and procedures, rehearse concepts, and /or assess the types of systems needed to guide the Participants (N), Tabletop p revention of, protection from, mitigation of, response to, and recovery Fadlitatlon, Hours, $25,000 - $50,000 from a defined Incident. The effectiveness of a TTX Is derived from the Materials, Location, energetic involvement of participants and their assessment of Reporting /Plans recommended revisions to current policies, procedures, and plans; therefore facilitation Is critical to keeping participants focused on exercise objectives. B) operation -Based Exercises- used to validate plans, policies, agreements, and procedures; ciarlfy roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources, (-Note: Estimated costs are example costs only and depict a range that on exercise may fall within. Actual casts can vary and is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type I Description Variables I Range of Cost Page 4 of 6 25H -352 )rill Vendor; Knowledge Intelligence Program Professionals %drill Is a coordinated, supervised activity usually employed to validate �peclflc function or capability in a single agency or organization. Drills ar :ommoniy used to provide training on new equipment, validate )rocedures, or practice and maintain current skills. For every drill, :]early defined plans, procedures, and protocols need to be In place, lersonnel need to be familiar with those plans and trained In the )mcesses and procedures to be drilled. Functional Exercises (FE) are designed to validate and evaluate capabilities, multiple functions and /or sub - functions, or interdependent groups of functions. F-ES are typically focused on exercising plans, Functional policies, procedures, and staff members involved In management, direction, command, and control functions. An FE Is conducted In a realistic, real -time environment; however, movement of personnel and equipment is usually simulated. Page 5 of 6 25H -353 Preparation, Planning Meetings, Participants (0), Facilitation, Hours, Materials, Site /Mgt. Locations, Reporting /Plans, Travel & Expenses, Moulage, Media, Volunteer Coordination Preparation, Planning Meetings, Participants ( #), Facilitation, Hours, Materials, Site /Mgt. Locations, Reporting /Plans, Travel & Expenses $30,000 - $75,000 $55,000 - $100,000 Full -Scale Vendor; Knowledge Intelligence Program Professionals Full -Scale Exercises (FSE) are typically the most complex and resource - Intenslvetype of exercise. 7ney Involve multiple agencies, organizations, and jurisdictions and validate many facets of preparedness. FSES often include many players operating under cooperative systems such as the Incident Command System (ICS) or Unified Command. In an FSE, events are projected through an exercise scenario with event updates that drive activity at the operational level. FSES are usually conducted in a real - time, stressful envlronmentthat is Intended to mirror a real Incident. Throughout the duration of the exercise, many activities occur Page 6 of 6 25H -354 Preparation, Planning Meetings, Participants ( #), Facilitation, Flours, Materials, Site /Mgt. $76,000- $150,000 Locations, Reporting /Plans, Travel & Expenses, Moulage, Media, Volunteer Coordination W 3,1 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed In two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There Is no requirement the Proposer must respond to both components of the RFQ, TRAINING COURSES 1. The ASAUA requires training courses In the following specific -disciplines: a. Law Enforcement /Tactical b, Fire /Emergency Medical C. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: htt.: / /www.caloes. aa.gov /cal -oes- divisions /california- ,Decializcd- traininG institute 25H -355 and the DHS websito at: RFQ No. 16 -Q68 Page 14 https: / /www.fema.covftraii-ing for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal OES prior to delivery of the course, The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered, It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /oourse evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No. 16 -068 25H -356 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved, It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H -357 Page 1.6 18, A list of "approved" courses is available from Cal OES at www.caloesca,gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.ferna.gov /traininq 19, Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21, When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No, 16 -068 25H -358 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee, 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval, The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys ! Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered, RFQ No. 16 -068 25H -359 Rage 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4, Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges; a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, Insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No, 16 -068 25H -360 Page 19 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. S. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -069 25H -361 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required, 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7, Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -362 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services, 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER / SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders frorn the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. nr-o No. 16-068 25H-363 Page 22 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a, Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMAICal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. RFQ No. 16 -068 25H-364 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences. 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full -scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFq No. 16 -068 25H -365 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS —HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement /Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. ar-Q No. 16 -068 25H -366 Page 25 3, Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within BO days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -068 25H -367 Page 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full -scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3,2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a, The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full -scale exercise shall be the total cast the, City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -368 Page 27 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. i. Price quotes shall include any and all payment incentives available to the City. 6. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 325 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ Na 16 -068 25H-369 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4, City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full -scale exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order, RFQ No. 16 -068 25H -370 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No, 16 -058 25H -371 Rage 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2,8 ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 25H -372 Rage 31 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between National Association of State Boating Law Administrators ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "), RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheinn/Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASP') and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that. it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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: 11 SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training aid /or exercise programs described. in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B, 2. CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Program will utilize a. Charge Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and/or exercises and can modify the existing scope of work for specialty and. other ad- 25H-373 hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The term of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor b the Cit . City shall not be limited in any way in its use of 20N 2374 the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk, INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a, Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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 California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate, e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (u) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days pri or written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured 25FP 375 endorsement. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish 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 terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, 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 or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of or effects, arising from this Agreement. The Contractor farther agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of; or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred 25H -"376 under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period ofth ee (3) years, or for any longer period required by law, from the date of final payment to Contractor tinder this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.Q. Box 1988 Santa Ana, CA 92702 -1988 Fax 714. 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25H-377 To Contractor: National Association of State Boating Law Administrators 1648 McGrathiana Parkway, Ste. 360 Lexington, KY 40511 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deened 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, Corarty or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the temps of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed, by the City and by an authorized representative of Contractor. The parties agree that any terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. is. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25H-'378 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement, Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall, notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of't 973. All recipients of federal fiends must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal fluids recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of '1990 (ADA). Contractor must comply with all 25H'- -379 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the fwzds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, Ioan, or cooperative agreement. E Contractor will comply,, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1.964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department. of Justice Non- Discrimination Regulations, 28 CPR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment — Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti- Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented. by Department of Labor regulations (29 CFR Part 5), as applicable. 25W380 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable, n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar, 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable, P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid, for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, S.A.A and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be, conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached, hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D, Huizar Clerk of the Council David Cavazos City Manager 25FP 381 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney John ; Punk Name: Assistant City Attorney Title: RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department 25HIU2 Contractor: Natlonal Association of State Boating Law Administrators INASBLA) EXHIBIT A List of Training /Classes and Exercises TRAINING Discipline Codes: Low Enforcement= LE, Fire =F, Emergency Medlcal Servlces =EMS, Emergency Management =EM, Public Health = PH, Other Discipline- OD Course Title Description Discipline Total Course Cost (Estimated) This course offers sped aIlzed training targeted for the Tactical Officer in the unforgiving maritime environment. It Is designed to give law Armed Ship Boarding Course(A5B) enforcement officers the knowledge and skills necessary to conduct LE, OD $32,000.00 armed tactical boarding on commercial vessels and operate In a safe, efficient and effective manner. This course was created to establish a national standard of training, qualification, credentialing and typing of emergency responders Boat Crew Member course(BCM) throughout the maritime domain, It is the purpose of this course to LE,F $32,000.00 establish basic understanding of maritime rescue operations, and provide the skills necessary to execute missions safely, This course was created to establish a national standard of training, Boat Operator for Search and Rescue qualification, credentialing and typing of emergency responders (BOSAR) throughout the maritime domain. It is the purpose of this course to LE, F $32,000.00 establish a uniform and standardized understanding of maritime rescue operations, and provide the skills necessaryto execute missions safely. This course is designed to enhance a maritime law enforcement officer's capabilities by providing students with the knowledge and skills Enhanced Vessel Operator Course EVOC ( ) necessary to appropriately operate their vessel in a safe and efficient LE, F $23,500,00 mannerat higher operating speeds, assess risks in the maritime domain, and protect his /her vessel, crew, and the citizens in their area of operations. Page 1 of 3 25H -383 Contractor: National Assoclatlon of State Boating Law Administrators (NASBLA) EXERCISES Page 2 of 3 25H -384 The purpose of this course is to establish a uniform and standardized Fire Boat -Small Course (FBS) understanding of maritime firefighting and emergency response LE, OD $23,500,00 operations, and provide the skills necessary to execute missions safely. Officer Water Survival Course (OWS) This curriculum provides a course of instruction to give maritime law enforcement officers the knowledge and skills necessary to perform Pursuit and STOP (Special Tactical Over -the- pursuits of Non - Compliant Vessels In a safe, efficient and effective Rail Procedures) Course (PAS) manner, and In accordance with Coast Guard, Customs and Border LE $23,500.00 Protection and Department of Homeland Security standards and policies and stop those Individuals on the waterwho attempt to evade and elude lawful interdiction orders. This course is designed to elevate and enhance the RND capabilities of Small Vessel (Maritime) Rad -Nuc Detection officers, agencies and regions to conduct steady state, enhanced steady Course (SV -RND) state, and search operations on the waters of the United States, through LE, OD $23,500.00 a review of RND fundamentals and equipment, and development of operational procedures and response methods. This course is designed to enhance the county's port security capabilities Tactical Operators Course (TOC) by providing students with the knowledge and skills necessary to LE $32,000.00 appropriately react to threats In the maritime community. This course is a 3 -clay refresher course for students that have been through the Tactical Operator's Course. It is designed to enhance the county's port security capabilities by enhancing the knowledge and skills Tactical Operators Refreshers Course;TOCR) students have already been trained in, acknowledging that these tactics LE $23,500.00 and techniques necessary to appropriately react to threats in the maritime community are perishable if not practiced or executed on an annual basks. EXERCISES Page 2 of 3 25H -384 Contractor: National Association of State Boating Law Administrators (NASBLA) A) Dlscusslon -Based Exercises - focus on strategic, policy- oriented issues; facllitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual costs can vary and Is dependent on the sire, scope, and variables Involved with a particular exercise) Exercise Type I Description I Variables 1 Range of Cost *"Not Applicable- Exercise services not proposed by Con tractor I i B) Operatlon•Based Exercises- used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources. ( *Note: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual costs can vary and is dependent on the sire, scope, and variables involved with a particular exercise) Exercise Type Description Variables Rangeo Cost Estimated) * *Nat Applicable - Exercise services not proposed by Contractor Page 3 of 3 25H -385 3.0 3.1 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There is no requirement the Proposer must respond to both components of the RFQ, TRAINING COURSES 1. The ASAUA requires training courses In the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical C. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3, The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certlficates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses, Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 6. All training courses presented must meet state and federal guidelines and be approved by Cal CES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: http: / /www.calogs.ca.ggv /cal -oes- divisions /california- specialized- training4on titute 25H -386 and the ©HS website at: RFQ No. 16 -068 Page 14 httos: / /www.fema.clov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal CES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission cf the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systerns. RFQ No. 16 -065 25H -387 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio - for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal CES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests -forappraval The-Cit�shalLnnt_be- billed -for -any-- costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFD. No. 16 -068 25H -388 Page 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.00v and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov/training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16 -068 25H -389 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3,11 DELIVERABLES / REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a_ Th,- course- survzys- / -evaluatians results- w[[I -b� tabulated and- scored -by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No, 16 -068 Page 18 25H -390 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, Insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H-391 Page 19 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.1A AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularltles in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. 25H -392 RFQ No, 16 -068 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requester name and phone number, ship to location, itemization of services with complete description and price per !tern and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the narne of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16068 25H -393 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 1 Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement, 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RPQ No. 16 -068 Page 22 25H -394 3.2 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. EXERCISES I. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined In the HSEEP. 25H -395 RFQ No. 16 -063 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences. 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full -scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA, 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises, 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No. 16 -068 Page 24 25H -396 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises, All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. it shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No, 16 -068 25H -397 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conductinq seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5, Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators, 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES I. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -068 25H -398 Rage 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full -scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full -scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -399 r �6e" except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal, c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. B. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3,2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -066 Page 28 25H -400 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full -scale exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H-401 Page 29 6, POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department u ^maland -Security Division / -M 1v 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. Rr-Q No, 16-068 Page 30 25H -402 7. Proposer shall utilize standardized invoice upon request, 8, Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 25H-403 Page 31 25H -404 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Organizational Quality Associates, Inc. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City"), RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim/Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange Cormty and the police departments of the University of California, Irvine, and California State University, Fullerton, C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected From a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terns and conditions hereinafter set forth, the parties agree as follows; 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland. Security Regional Training and Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and/or exercises and can modify the existing scope of work for specialty and other ad- 25H1405 hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The term of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor b the4616 C City shall not be limited in any way in its use of 20N the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. INSURANCE, Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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. G. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits Prot less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant t0 this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in, any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured, 25FP 407 endorsement. f If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. S. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, 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 or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement, City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor wider this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services wader this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of govermnental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain connplete and accurate records with respect to the costs incurred 25H-'408 under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other docinnents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement, 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential infonnation includes not only written infonnation, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement, The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified wider this Agreement. 14, NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic coinmunication 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 (M30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714 -647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25FI -409 To Contractor: Organizational Quality Associates, Inc. 5625 North Wilmot Road Tlzcson, AZ 85750 -1216 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, commrmication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND ADIIENDMIENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement maybe terminated by the City upon thirty (30) clays written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25H-'41 0 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement, 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties farther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection . with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its viability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CPR) §200.212 and codified in 2 CFR Part 200. b, Section 504 of the Rehabilitation Act of 1973. All recipients of federal fiends must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pura=,it to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. c. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25H7.411 requirements o£tl e Americans with Disabilities Act of 1990 (ADA), as applicable. d, Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the finds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. £ Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S,C. 1352), as applicable. g. Non- Discrimination and Equal Opportunity, Contractor, will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX. of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as ounended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act. of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment — Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable, k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C, 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-'412 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S,C, 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CPR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 PR 19639, 19645, Apr. 19, 1995), as applicable, e. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable, q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non- exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Cleric of the Council David Cavazos City Manager 25FU -413 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: _ John . Pank Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department Name: Title: 25H!414 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: Organizational quality, Associates Discipline Codes: Law Enforcement= LE, Fire = F, Emergency Medical Services= EM$, Emergency Management = EM, Public Health = PH, Other Discipline = DO Course Title Description Discipline Total Course Cost (Estimated) The goal of this professional development course Is to provide local and E -950 All Hazards Incident Commander state -level emergency responders with an overview of key duties and LE , F, EM, OD $8,862.00 responsibilities of a Incident Commander Type III in a Type III All Hazards Incident Management Team (AHIMT), The goal ofthis professional development course is to provide local and E -952 All Hazards Public Information Officer state -level emergency responders with an overview of key duties and LE, F, EM, OD $9,262.90 responsibilities of Public Information Officer Type III In a Type III All Hazards Incident Management Team (AHIMT). The goal of this professional development course Is to provide local and E -954 All Hazards Safety Officer state -level emergency responders with an overview of key duties and LE, F, EM, OD $%,961.80 responsibilities of a Llalson Officer Type III in a Type III All Hazards Incident Management Team (AHIMT). The goal of this professional development course is to provide local and E -956 All Hazards Liaison Officer state -level emergency responders with an overview of key duties and LE, F, EM, OD $4,362.00 responsibilities of a Safety Officer Type III In a Type III All Hazards Incident Management Team IAHIMT). The goal of this professional development Course isto provide local and E -958 All Hazards operations Section Chief state -level emergency responders with an overviewof Iley duties and LE, F, EM, OD $7,361.80 responsibilities of a Operations Section Chief Type III in a Type III All Hazards Incident Management Team (AHIMT). Page 1 of 4 25H -415 Contractor: organizational quality Associates Page 2 of 4 25H -416 The goal of this professional development course is to provide local and E -960 Dlvislon /Group Supervisor state -level emergency responders with an overview of key, duties and LE, F, EM, OD $5,962.00 responsibilities of a Divlslon /Group Supervisor Type III In a Type III All Hazards Incident Management Team ( AHIMT). The goal ofthis professional development course is to provide local and E/L -984 All Hazards Strike Team/Task Force state -level emergency responders with an overview of key duties and LE, F, EM, OD $5,862.00 Leader responsibilities of a Task Force /Stril<e'ream Leader Type III In a Type III All Hazards Incident Management Team ( AHIMT). The goal ofthis professional development course is to provide local and E -962 A11 Hazard Planning Section Chief state -level emergency responders with an overview or key duties and LE, F, EM, OD $7,362.00 responsibilities of a Planning Section Chief Type III in a Type It All Hazards Incident Management Team (AHIMT). The goal of this professional development course is to provide local and E -964 All Hazard Situation Unit Leader state -level emergency responders with an overview of I<ay duties and LE, F, EM, OD $8,862.00 responsibilities of a Situation Unit Leader Type III in a Type III All Hazards Incident Management Team ( AHIMT), The goal of this professional development course is to provide local and E- 96SAl1- Hazard- ftesouroe- 1M1F6eader state -level emergency responders with an overview of key dutles and — .ELF- ,E�W.rQD$fi,7iS.D0 responsibilities of a Resource Unit Lea er Type III In a Type III All Hazards Incident Management Team (AHIMT). The goal of this professional development course is to provide local and E -967 All Hazard Logistics Section Chief state -level emergency responders with an overview of I<ey duties and LE, F, EM, 00 $8,862,00 responsibilities of a Logistics Section Chief Type III in a Type III All Hazards Incident Management Team ( AH(MT). This course helps participants establish the essential core competencies E -969 All Hazards Position Specific required for performing the duties of the Communications Unit Leader (COML) in an all-hazards Incident. This course addresses all LE, F, EM, OD $5,962.00 Communications Unit Leader responsibilities appropriate to COMML operating in a local or state -level All- Hazards Incident Management Team ( AHIMT). Page 2 of 4 25H -416 Contractor Organizational Quality Associates EXERCISES A) Dlscusslon -Based Exercises- focus on strategic, policy - oriented issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated casts are example costs only and depict arange that an exercise may fall within. Actual casts can vary and Is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) " *Not Applicable -Exercise services not proposed by Contractor B) Operation-Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources. ( *Note: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual casts can vary and is dependent on the size, scope, and variables involved with a particular exercise) Page 3 of 4 25H -417 The goal of this professional development course is to provide local and E -970 All Hazard Supply Unit Leader pp y state -level emergency responders with an overview of key duties and LE, F, EM, OD $7,362.00 responsibilities of a Supply Unit Leader Type III in a Type III All Hazards Incident Management Team (AHIMT). The goal of this professional development course late provide local and E -971 All Hazard Facilities Unit Leader state -level emergency responders with an overviewof key duties and LE, F, EM, OD $8,862.00 responsibilities of a Facilities Unit Leader Type III in a Type 111 All Hazards Incident Management Team (AHIMT). The goal of this professional development course is to provide local and E -973 All Hazard Finance /Adminlstratlon state -level emergency responders with an overview of key duties and Section Chief responsibilities of a Finance /Adminlstratlon Section Chief Type III In a LE, F, EM, OD $5,962.00 Type III All Hazards Incident Management Team (AHIMT). The goal ofthls professional development course is to provide local and E -975 All Hazard Finance /Administration state -level emergency responders with an overview of key duties and Unit Leader responsibilities of a Finance /Administration Unit Leader Type III In a LE, F, EM, OD $587,772,00 Type III All Hazards Incident Management Team (AHIMT). EXERCISES A) Dlscusslon -Based Exercises- focus on strategic, policy - oriented issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated casts are example costs only and depict arange that an exercise may fall within. Actual casts can vary and Is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) " *Not Applicable -Exercise services not proposed by Contractor B) Operation-Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources. ( *Note: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual casts can vary and is dependent on the size, scope, and variables involved with a particular exercise) Page 3 of 4 25H -417 Contractor: Organizational Qualify Assoclates Exercise Type Description Variables Range aCost (Estimated) "Not Applicable � Exercise services not proposed by Contractor Page 4 of 4 25H -418 3.0 3.1 SECTION 111 EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various location s /vonues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. A. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal, 5. All training courses presented must meet state and federal guidelines and be approved by Cal DES and DI-IS for reimbursement under the Homeland Security Grant Program prior to delivery, Refer to the Cal OES website at: htgr / /www.caloos,ca. ov /cal -oes- dlvisions /callfornia- specialized - training- institute and the DHS website al: 25H -419 RFQ No. 1.6 -068 Page 1.4 https : /Jwwvv.fema.aoy /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forns and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval, The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality Instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No. 16 -068 Page 15 25H -420 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13, The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum, 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 16. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No, 16 -068 25H -421 Page 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.aov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24, Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No, 16 -068 Page 17 25H -422 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 25H -423 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment, No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ, 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of-suGNower- praeo— halt -be -extendedfio -the -C—it . 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges; a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ Na, 16 -068 25H -424 Page 19 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8, Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 1.6-068 25H-425 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ, 3.1.5 METHOD OF ORDERING TRAINING COURSES 1, As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office, Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer, S. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. T Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No, 16 -068 25H -426 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER / SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFO and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 25H-427 Page 22 3.2 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. 25H -428 RFQ No. 16 -068 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences. 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full -scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. g. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10, Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No. 16 -065 25H -429 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines; a. Law EnforcemenYTactical b. Fire /Emergency Medical c, Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16 -068 25H -430 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RPQ No, 16 -068 25H -431 Page 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full -scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. ics— . -. rerfit/de e vry charges are o e included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full -scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RPQ No. 16 -068 25H -432 Page 27 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment, d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall Include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2, The City reserves the right to award to a single or multiple proposers. RFQ No. a6 -068 25H -433 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired kShUp—,-=ISto�zi 11 farcfional or fu 11 -scale exercise and requested to provide a written quotation, These quotations will be reviewed and evaluated by the ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No, 16 -068 25H-434 Page 29 6. PCs and payments for service will be issued only in the name of the Proposer. 7, Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No 16 -068 25H-435 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 Page 31 25H -436 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Public Safety Training Institute ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management, B. These courses are in support of the Anaheim /Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training acid Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD, The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed, basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is lmowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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 On an as- needed basis; and at the sole discretion of City, Contractor shall conduct the training and/or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 21 CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and /or exercises and can modify the existing scope of work for specialty and other ad- hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant 25HL437 Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this 25H- 438 Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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. Q. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. ('iv) Contractor shall supply City with a fully executed additional insured endorsement. 25W439 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination, shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. S. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, 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 or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged, to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this 4 Prtwn- shallsuwive_expiratiorLOfthis Agrrement 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 25H -440 minimum period of three (3) years, or for any longer period, required bylaw, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, docinnents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and fiuther 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 infonnation. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any mammer with the performance of services specified mmnder this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant TJASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 251-441 To Contractor: Public Safety Training Institute. P.O. Box 6134 Auburn, CA 45604 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed. and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed, as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terns of this Agreement and any attachments hereto, the teens of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terns and conditions hereof, shall not bind or obligate Contractor or the City. Bach 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. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17, WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver wiless the writing so specifies, 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25H-'442 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, tennination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for tennnination of this Agreement.. 22. CERTIFICATIONS a.. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CPR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded frorn the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignoes, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25H -443 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. I Lobbying and Political Activity. None of the fiends, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq,, and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non: Discrimination and Equal Opportunity, Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title 11 of the Americans with Disabilities Act (ADA) (1.990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Acl of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CPR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a, finding of diccriminatior�a£ter_pxQCess hearing on floe gauils oracn �4lor, religlon,ationalnrigin,��s or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (4'1 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j, Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a, to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-444 m, Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. III Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support; through this grant. The Federal govermnent's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fiilly, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b, All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written, ATTEST: CITY OF SANTA ANA Maria D. Huizar Clerk of the Council David Cavazos City Manager 25H' -445 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By' , i1Qr, John Name: Assistant City Attorney Title: RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department 25H -1446 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: Public Safety Train Ing Institute Discipline Codes: law Enforcement= LE, Fire = F, Emergency Medical Services= EMS, Emergency Management = EM, Public Health = PH, Other Discipline= OD Course Title Description Discipline Total Course Cost (Estimated) This course meets CA AB 1598 (Emergency response services: active Unified Response to School Community shooter incidents) mandates pertaining to law enforcement /fire Violence collaboration on policy, training, response, emergency treatment, and LE, F, ENIS $16,754.00 extraction protocols for Active shooter (AS) and Mass Casualty Incidents (MCI). This course Is designed for school faculty, to include Superintendents, Principals, School and District Administrators , Teachers, staff and local School Violence and the Active Shooter law enforcement with responsibilities for Emergency Preparedness and LE, f, EM, OD $4,068.00 Response to address the threat of an active shooter and other violent critical Incidents on school (K -12) and college campuses. This course is designed to prepare patrol officers to be an effective Critical Incident Response for the Field leader at crucial incidents and provide officers knowledge, tactics, and Officer insight helpful to develop, initiate, and successfully complete a credible LE $3,217.00 plan of action to address various critical incident circumstances including acts of violence and terrorism. This course is designed to enhance the Leadership capabilities of Critical Incident Response for LE supervisors and managers responsible for the resolution of critical Supervisors /Managers incidents with the skills & techniques to develop, Initiate and LE $7,625.00 successfully complete a credible plan of actions to deal with various critical incident circumstances Including acts of violence and terrorism. Page 1 of 2 25H -447 Contractor: public Safety Training Institute EXERCISES A) Discussion•Based Exercises - focus on strategic, policy - oriented Issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated costs are example costs only and depict a range that an exercise mayfall within. Actual costs can vary and Is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Oescriptian Variables Range of Cost Estimated * *Nat Applicable - Exercise services not proposed by Contractor B) Operation -Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources. / -Note: Estimated costs are example costs only and depict a range that an exercise mayfall within. Actual costs can vary and is dependent on the size, scope, and variables Involved with a particular exercise) Page 2 of 2 25H -448 Range of Cost Exercise Type Description Variables Estimated * *Not Applicable - Exercise services not proposed by Contractor Page 2 of 2 25H -448 3.0 3.1 SECTION III EXHIBIT B TECI4NICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both, There is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES I. The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses, Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. G. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: hAp: /(www.caloes.ca_gov /cal -oes- divisions /california- special !zed - train1nq- institute and 25H -449 the DHS website at: RFQ, No. 16 -068 Page 14 https: / /www.fema.govltra ininq for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from PEMA/Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No, 16 -066 Page 15 25H -450 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch, The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery, It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFR No, 16 -068 25H-451 Pzge 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.aov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No, 16.068 25H -452 Rage 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course, It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 25H -453 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment, No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the "-nef -R-of stc- h- lower-pric"hai be- extended- terthe -C- 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges; a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -454 Page 19 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal, c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City, 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 25H-455 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6, The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ, 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office, Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 6. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -456 Page 3,1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ara, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER I SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No, 16 -068 25H -457 Page 22 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES 1, The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. RFQ No. 16 -068 25H-458 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full -scale exercises. 8. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences. 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full -scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No, 16 -068 25H -459 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS —HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16 -068 25H-460 Page 26 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines, 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should Include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full - scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -068 25H-461 Page 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full -scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3,2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. k U. 03111111112MI 1904 W-TWORMWERM Con 1I included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full -scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -462 Page 27 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate, 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -068 25H-463 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason, 4. City Council approval to award an Agreement will be required. 5, The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1, As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2, Proposers who have been qualified will be provided a scope of work for the desired seminar, wor shop, taa a op, drill, unc Iona or tulle exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office, 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5, POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No, 16 -068 25H-464 Page 29 6. POs and payments for service will be issued only in the name of the Proposer, 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No. 16 -068 25H-465 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 12.8 ACCOUNT MANAGER /SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 25H-466 Page 31 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED 13ASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Security Solutions International, Inc. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "), RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security- related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim/Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be fanded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton, C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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 On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B, 2. CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Program will utilize a, Change Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and /or exercises and can modify the existing scope of work for specialty and other ad- hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant 25H -467 Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this 25H- 468 Agreement shall be at City's sole risk. 7. INSURANCE+ Prior to undertaking performance of work wider this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non- owned. automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section; (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25F P -469 f If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to tenninate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 81 INDEMNIFICATION Contractor agrees to and shall indemnify, defend, 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 or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or propertyrights arises by reason of the terns of, or effects arising from. this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services tinder this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in comiection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 25H-'470 minimum period of three (3) years, or for any longer period required bylaw, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clcrlc of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25K-471 To Contractor: Security Solutions International, Inc. 13155 SW 134th St,, Suite 4103 Miami, FL 33186 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 hag been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded, 1s. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrlunent that are inconsistent with, or in addition to, the terns and eonditinns hereof Shall not hind nr obligate Contractor or the City, Ranh party In 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. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, fail Luc of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (3 0) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25H-472 a. Asa condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19, NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20, JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions, Said inability shall be cause for termination oftbis Agreoment. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200, b. Section 504 of the Rehabilitation Act of 1973, All recipients of federal funds must comply with Section 504• of the Rehabilitation Act of 1973 (The Act), Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employmeut, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. G. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25HZ473 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the fiords, materials, property, or services provided directly or indirectly miler this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". C. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided raider this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as arnended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1Q70, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a. Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of disexiTnination after a due rp ocesg hwa ng_on the grotm 9__a tt.Qe, olos religion ,nrationaLorigixxt,,,�ex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment -- Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-'474 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C, 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L, 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City frilly, 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. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria. D. Huizar Clerk of the Council David Cavazos City Manager 25FF -475 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney Fly: GjL k John . Funk Assistant City Attorney FOR APPROVAL: Carlos Rojas, Chief of Police Police Department Name: Title: 25H -1476 EXHIBITA List of Training /Classes and Exercises TRAINING Contractor: Security Solutions International, Inc. (SSI) Discipline Codes: Law Enforcement= LE, Fire - F, Emergency Medical Services= EMS, Emergency Management= EM, Public Health = PH, Other Discipline -OD Course Title Description Discipline Total Course Cost (Estimated) Multiple Assault Counter Terrorism Action Capability (MACTAC) is a scalable response to the full spectrum of Active Shooter events and allows department leaders the confidence of relying on experts to design your response while maintaining the ability to respond to additional attacks. MACTAC Basic Objectives are to prepare Individual LE officers arriving at the LE $11,220.00 scene of an active shooter or other terrorist incident to differentiate quickly whether there Is the Intent to kill en masse and respond by forming small groups that advance on the perpetrators /s and effectively use small unit tactics to end the incident as soon as possible thus saving lives. Objectives are to train personnel arriving at the scent to effectively command a squad or ad hoc unit to respond to attacks such as the recent attack in Orlando, FL. This course MACTAC Squad Leader was developed by OCOA and LAPD and has been modifled by LE $11,220.00 SSI to Incorporate performance objectives based on response by ad hoc units formed at the scene and to enable these responders to effectively terminate a mass shooting, bombing, or hostage Incident as quickly as possible. Objective same as MATAC Basic; this course enables MACTAC Train the Tralner participants in the basic program to train members of their LE $23,000,00 own agency. Page 1 of 6 25H -477 Contractor: Security SOIU[ [on s International, Inc. (SS I) Page 2 of 6 25H -478 This course is designed to take you into the world of social media research and Investigations in a safe and OSINT& Social Media Research inconspicuous manner using an abundance of social media LE $11,200.00 resources that are widely used but under - considered, as sources of Information by most clients. This course Is designed to effectively train a variety of different personnel in how to detect behavioral anomalies In LE, F, EMS, Behavioral and Predictive Analysis crowds by utilizing Israeli and global best practices developed $14,60000 originally for airport security, now available for your EM, OD personnel In a wide variety of customized course offerings. After attending this program, participants will understand Operational Response to Mass Casualty Incidents and recognize the fundamentals of mass casualty situations LE, F, EMS, $11,600.00 In public health emergencies and define the significance of EM, PH medical treatment during such shdatlons. This program is designed for Law Enforcement and Security Professionals with the appropriate background and Advanced Homeland Security Training in Israel experience to take part In this memorable mission to study LE, EM, F, 53,400.00 advanced topics in Homeland Security while visiting Hai ra, EMS the Northern Border, Tel Aviv, Jerusalem, Bethlehem, and the Dead Sea. The scope of this workshop is to educate special operation Armored Vehicle Operations Workshop p p team members, command staff, and leadership on issues LE $11,960.00 surrounding the acquisition and use Of armored vehicles, model /types available, and the operation of such vehicles. Page 2 of 6 25H -478 Contractor; security Solutions International, Inc. (SSI) Page 3 of 6 25H -479 The scope of this treln]ng program is to teach SWAT and SOP team members how to conduct operations with special use vehicles manufactured of adapted with ramps that can be Operational Use of patriot 3 s Ram p p Systems elevated. The characteristics of these vehicles and their use LE $11,22D.00 are unique and require specific lnstructlon in order maximize their effectiveness In real world missions Involving high threat crime and terrorist incidents while not compromising the safety of the team member using the equipment. The scope of this training program is to teach SWAT and SOP team members how to conduct an operation with special SWAT Counter Terror Unit Operations and Explosives characteristics peculiar to high threat crime and terrorist Mitigation incidents with the objective of accomplishing the mission, LE $23,600.00 when there are hostages Involved, IEDs, booby traps, or suicide terrorists, with maximum safety for citizens, team members and surrounding assets. This course will evaluate Inherent system vulnerabilities and Securing Public Transportation provide a strategic approach to securing them based on best LE, EM, PH $11,200.00 practices developed by Israel and the NYPD. Policing in an Era of Terrorism The objective of this course Is to relay oper ational strategies LE $11,200.00 and tactics for policing in the era of terrorism and crime. During this course, participants will gain valuable insight into the thinking behind the Global llhad and Its manifestations Middle Eastern Culture and Terrorist Strategies here In the USA. This course will Introduce US officers to the LE, EM, PH $9,500,00 various critical analysis of the concepts that have the greatest impact upon the Interests and national security policies of the United States, Page 3 of 6 25H -479 Contractor: Security Solutions International, Inc. (SS 1) Page 4 of 6 25H -480 The scope of this workshop is to teach SWAT, I<9 Handlers, and SOP team members, EOD personnel, command level and leadership personnel staff how to conduct operations with the special characteristics peculiar to high threatcrime and terrorist Incidentswith the objective of accompllshingthe Mitigation of Explosives Training mission whether there are hostages Involved, IED's, booby LE, EM, OD $11,960.00 traps, orsulclde terrorists with maximum safety for: citizens, team members and surrounding assets. This course showcases tactics, techniques and procedures that have been used successfully through the world to resolve terrorist incidents. This course enables an agency to plan, implement and deploy Aerial Platform Sheering an aerial platform for response to either a requirement for LE $23,000,00 firing, observation or for Insertions. During this course, participants will learn Fowto O dlel'stand the threats and risk to buildings, facilities, and the people within them and gain an appreciation of the techniques and Solutions for physical protection. The use of architecture, ineerin Buildin g y Safet and Engineering engineering, people and technology to deter attacks on LE , EM, PH $11,200,00 buildings, critical infrastructure and public areas, or to mitigate the effects of an attack successfully carried out, will help students understand risk and threat analysis methodologies and the benefits of an empirical study of the physical security of a facility. This course deals with advanced rescue techniques using Responder Heavy Collapse Specialist cranes and heavy equipment, The tactics are in the areas of PH, EM, P, $23,000.00 shoring, breaking and breaching, lifting and rigging. EMS This course deals with basic employment techniques for: Confined Space Operations /Technician ropes, anchors, basic Imots, rope terms, self - extraction, and p� EM, EMS, $14,600.00 team member recovery. OD Page 4 of 6 25H -480 Contractor: Security Solutions International, Inc. (S51) Page 5 of 6 25H -481 This workshop Is designed to educate participants on the types and effects of stress that confront processionals who Traumatic Events Workshop serve In stressful occupations, The course employs hands- LE, F, EMS, $1i,60p.00 on, reality based examplesthat are both useful and EM enlightening, as well as lessons learned from the experiences of the Instructor. Participants learn basic rope skllls so as to provide a wider Responder Rope Course 1 response service to the public in multiple low and high angle EMS, F, EM, F, $14,600.00 emergency conditions. OD Knowledge gained through course augments the rescuers ability to be adaptable and have greater problem solving capabilities when working within a rescue environment. Tactical Combat Casualty Care(TCCC) These tools will be gained through the lmplementatlon of LE, EM, EMS, $22,880,00 Innovative as well as foundational evidence based OD techniques and medicine to better serve the rescuers and their objectives, This course will address the nature and scope of activities and Issues Involved in securing venues from the various Mass Gathering and Venue Security Management threats. Motives , methods, and impact of threats will be LE, F, EMS, $11,600.00 discussed. This course also Includes an examination of the EM, OD strategic and tactual planning Implemented to detect, deter, prevent, and respond to potential threats. Page 5 of 6 25H -481 Contractor: security Solutions International, Inc. (SSI) EXERCISES A) Discussion -Based Exercises � focus on strategic, policy- oriented Issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ('Note: Estimated costs are example costs only and depict a range that an exercise mayfall within. Actual costs can vary and is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost Range of Cost (Estimated) * *Not Applicable - Exercise services not proposed by Contractor (Estimated) B) Operation -Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communicatlons or mobilizing personnel and resources. ( *Note; Estimated costs are example costs only and depict a range that an exercise may fail within. Actual costs can vary and is dependent on the size, scope, and variables involved with a Particular exercise) Rxercise Type Description Variables Range of Cost (Estimated) r*'Not Applicable - Exercise services not proposed by Contractor Page 6 of 6 25H -482 3.0 3.'1 SECTION III EXHIBIT B TECHNICAL. SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery, Refer to the Cal OES website at: htt : / /www.caJoes.ca.gov /cal -oes- divisions /california- specialized - training institute and 25H -483 the DHS website at: RFQ No. 16•o6s Page ].4 httos: / /www.fema.aov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No. 16 -068 Page 15 25H -484 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals, RFQ No. 16 -068 25H -485 Page 16 18, A list of "approved" courses is available from Cal OES at www.caloes.ca,cov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16 -068 Page 77 25H -486 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 25H-487 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the he nefat- of -such4ower-pr-ise-&ha- la-be-extended to4he -a e. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges; a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -488 Page 19 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax, An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages, 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No, 16 -068 25H -489 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requester name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -490 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER / SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16-068 25H-491 Page 22 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. h. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical d. Emergency Management 2, The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. RFQ No. I6 -068 25H -492 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences. 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. S. Seminar, workshop, tabletop, drill, functional and full -scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA, 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No. 16 -068 25H -493 page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee, 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS —HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16 -068 25H -494 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for ail seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -168 25H-495 Page 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full -scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, or behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full -scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No 16�068 25H -496 Page 27 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal, c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -068 25H -497 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired set rrar; - workshap ritt, tumctiurral of full--scale exemise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. A. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order, RFQ No, 15 -068 25H-498 Page 29 6, POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement, 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No, 16 -068 25H -499 Page 30 7. Proposer shall utilize standardized invoice upon request. B. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from 'the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1, Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16.068 25H -500 Rage 31 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between The Olsen Group, Ltd. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim /Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional. Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton, C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulftig 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 On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland. Security Regional Training and Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and /or exercises and can modify the existing scope of work for specialty and other ad- hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant. 25HL501 Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this 25H- 502 Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Comrnercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting fiom any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insuuance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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 arid non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25FU 503 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be. paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, 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 or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the tenns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement, Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 25H X504 minimum period of three (3) years, or for any longer period required bylaw, from the date of final payment to Contractor under this Agreement, All such records and invoices shall be clearly identifiable, Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours, Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such-inform atio - n is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the sane degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Chant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25Ff 505 To Contractor: The Olsen Group, Ltd. 300 N. Washington Street, Suite 600 Alexandria, VA 22314 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. I£ 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. Tf sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City persormel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the Cityupon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25H2506 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, tenmination or other employment related activities or in connection with any activities wider this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement, 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CPR) §200.212 and codified in 2 CPR Part 200. b. Section 504 of the Rehabilitation Act of 1973, All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act), Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25FE 507 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity, None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". C. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the fords provided under this award may be expended, by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti- Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non- Discrimination and Equal. Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CPR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S, Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti- Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable, k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H 8508 rn. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Clerk of the Council David Cavazos City Manager 25Ff -509 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: Jolu i . Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department Name: Title: 25HLb10 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: The Olson Group, Ltd. 'Discipline Codes: Low Enforcement = L f, Fire = F, Emergency Medical Services - EMS, Emergency Management - EM, Public Health = PH, Other Dlscpline =OD Course Title Description Discipline Total Course Cost Range of Cost Estimated (Estimated) *'NOtAppllcable - 7ralning Courses not proposed by Contractor authorities, strategies, plans, policies, procedures, protocols, resources, EXERCISES A) Discusslon -Based Exercises- focus on strategic, policy- oriented Issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated costs are example costs only and depict a range that an exercise may fall within Actual costs can vary and Is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost Estimated Seminars generally orient participants to, or provide an overview of, authorities, strategies, plans, policies, procedures, protocols, resources, Participants u Seminar concepts, and ideas. Seminars can be valuable forentities that are Facilitation, Hours, r $5,000- $25,000 developing or making major changes to existing plans or procedures. Materials, Location Although similar to seminars, workshops differ in two Important aspects: 1. participant Interaction Is Increased, and 2. focus Is placed on achieving participants( #), Workshop or building a product. To be effective, workshops should have clearly Facilitation, Hours, $8,000- $35,000 defined objectives, products, orgoals, and should focus on a specific Materials, Location, issue. Plans Page 1 of 3 25H -511 Contractor; The Olson Group, Ltd. bletop Exercises (TTX) are Intended to generate discussion of various ues regarding a hypothetical simulated emergency. They can be used enhance general awareness, validate plans and procedures, rehearse ncepts, and /or assess the types of systems needed to guide the P Participants (if), evention of, protection from, mitigation of, response to, and recovery F Facilitation, Hours, $25,000 - $50,000 im a defined incident. The effectiveness of a TTX Is derived from the M Materials, Location, ;ommended revisions to current policies, procedures, and plans; zrefore facilitation is critical to keeping participants focused on =_rcise objectives. B) Operatlon�Dased Exercises- used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources. ( *Note: Estimated costs are example costs only and depict o range that an exercise may fall within. Actual costs can vary and is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Preparation, Planning Meetings, A drill Is a coordinated, supervised activity usually employed to validate Participants W, Hours, a specific function orcapabllity in a single agency ororganization. Drills Materials, are commonly used to provide training on new equipment, validate Site /Mgt. Drill procedures, or practice and maintain current skills. For every drill, Locations, $3Q000- $75,000 clearly defined plans, procedures, and protocols need to be in place. Personnel need to be familiar with those plans and trained in the Reporting / Travel Expenses, processes and procedures to be drilled. Moulage, e, Media, Volunteer Coordination Page 2 of 3 25H -512 Page 2 of 3 25H -512 Contractors The Olson Group, Ltd. Page 3 of 3 25H -513 Preparation, Function al Exercises (FE) are designed to validate and evaluate Planning Meetings, capabllltles, multiple functions and /or sub - functions, or Interdependent Participants (4), groups of functions. FEs are typically focused on exercising plans, Facilitation, Hours, Functional policies, procedures, and staff members Involved In management, Materials, $55,000- $100,000 direction, command, and control functions. An FE is conducted in a Site /Mgt. realistic, real -time environment; however, movement of personnel and Locations, equipment is usually simulated. Reporting /Plans, Travel & Expenses Preparation, Rill -Scale Exercises (FSE) are typicallythe most complex and resource- Planning Meetings, Intensive type of exercise. They involve multiple agencies, organizations, Participants (p), and jurisdictions and validate many facets of preparedness. FSES Often Facilitation, Hours, Include many players operating under cooperative systems such as the Materials, Full -Scale Incident Command System (ICS) or Unified Command. In an FSE, events Site /Mgt. $75,000- $150,000 are projected through an exercise scenario with event updates that drive Locations, activity at the operational level. FSEs are usually conducted in a real- Reporting /Plans, time, stressful environment that Is Intended to mirror a real Incident. Travel & Expenses, Throughout the duration of the exercise, many activities occur Moulage, Media, slmultanecusly. Volunteer Coordination Page 3 of 3 25H -513 SECTION Ill EXHIBIT B TECHNICAL SPECIFICATIONS 3,0 REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There Is no requirement the Proposer must respond to both components of the RFQ. 3.1 TRAINING COURSES t, The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2 The Proposer hallcczncluct training courses agar- aus�ocatiops�v� nags witk� +n th ASAUA. 3, The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: htin : / /www.calees.ca.gov /cal••oes- divisi ons /californla- specialized- trainlnq-instiluto 25H -514 and the DFIS websito at: RFQ No. 16.069 Page 1.4 https: / /www.fema.gov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No. 16 -068 25H -515 Page. 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio - for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall nat-4e-blW-foT-my costs associated with obtaining these approvals, 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals, RFQ No. 16 -068 Page 16 25H -516 18. A list of "approved" courses is available from Cal OES at www.caloes.ca,gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications, 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline, RPQ No. 16 -068 25H -517 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1,1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a The--course-surveys I ev atisns- results w!]Lbe- tabulated -and -- &Gored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer, 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 Page 18 25H -518 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -519 Page 19 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 Page 20 25H -520 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval, 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ, 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requester name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office, Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -521 Page 21 3.1,6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1 • Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -058 25H -522 Page 22 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required, 3,2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. RFQ No. 16 -068 25H -523 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full -scale exorcises. 6. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences. 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full -scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline, RFQ No. 16 -068 Page 24 25H -524 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13, Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS —HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines; a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16.068 25H -525 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 322 DELIVERABLES / REPORTS FOR EXERCISES 1, Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -068 Page 26 25H -526 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full -scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3,2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1, All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freightidelivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full -scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16.068 25H -527 Page 27 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. 25H -528 RFQ No. 16 -068 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval, 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full -scale exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H -529 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8, Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City, 5.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department H e-rn efand-Se cufity- D'rvisiom' -iv i- 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFR No, 16 -068 Page 30 25H -530 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. g. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2,8 ACCOUNT MANAGER /SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 25H-531 Page 31 25H -532 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Willdan Homeland Solutions ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheirn/Saita Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, hvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed, basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected frona a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the tenns and conditions hereinafter set forth, the parties agree as follows: f. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and/or exercise programs described in Exhibit A to this Agreement, Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and /or exercises and can modify the existing scope of work for specialty and other ad- hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant 25HL533 Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this 25H- 534 Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance narning 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 Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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 California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced, in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25H -535 f If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, 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 or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the tcrrns of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services ender this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of govermnental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 25H 4 536 minimum period of three (3) years, or for any longer period required bylaw, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement, 12, CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic infonnation. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25H-537 To Contractor: Willdan Homeland Solutions 2401 East Katella Avenue, Suite 300 Anaheim, CA 92806 A party may change its address by giving notice in writing to the other party, Thereafter, any communication shall, be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, comrnruiication 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. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, 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 teens of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the C'i'ty. 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. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City, 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver runless the writing so specifies. 18. TERMINATION This Agreement maybe terminated by the City upon thirty (3 0) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25H-'538 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement, Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the Slate of California. Both parties further agree that Orange Comity, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies, Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal fonds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any prograam or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. c. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25FE 539 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the Hinds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to farther the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "hatch Act ". e, Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title TI of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism ;Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non- Discrimination Regulations, 28 CFR Pat 42, Subparts C, D, E, and O; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing nn the eroundrace sslrn 1 elig oxt �atioraLsuig n , nr disability against Contractor, Contractor will forward. a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order. 11246 of September 24, 1965, entitled "Equal Employment -- Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i, Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CPR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Pat 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-'540 M. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar, 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. 0. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P, Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or tinder this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal govermnent's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights, 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria, D. Iluizar Clerk of the Council David Cavazos City Manager 25FP-541 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: John Punic Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief o'fPolice Police Department Name: Title: 25H1 '642 EXHIBITA List of Training /Classes and Exercises TRAINING Contractor: Willdan Homeland Solutions Dlscip6ne Codes: Law Enforcement= LE, Fire= F, Emergency Medlcol Semlces = EMS, Emergency Management - EM, Publle Health -PH, Other Dlsclpllne -00 Course Title Description Discipline Total Course Cost (Estimated) 3 Day Immediate Action Teams! Rapid Law Intense three day program employing classroom instructor, force on Enforcement Response to Violence and force tralning and live range fire to enhance the capabillties of agency LE $26,400.00 Terrorism in the School Setting patrol divisions. All Hazards Communication Unit Leader L- This course addresses all roles and responsibilities appropriate to a 969 COML operating in a local or state -level AHIMT. LE, EM OD PH F, , , $12,256.20 This course addresses all roles and responsibilities appropriate to a DIVS operating in a local or state -level AHIMT or response, Those All Hazards Division /Group Supervisor L -960 responsibilities fall Into two categories: 1 )responding to the incident LE, F, EM, PH, OD $11,939,40 and commend needs ofthe incident, and 2) effectively fulfilling the position respond bllitles of a Division or Group Supervisor. All Hazards Facilities Unit Leader L -971 This course addresses s all roles and responsibilities appropriateto a LE, F, EM OD PH $16,523.10 Facilities Unit Leader operating on a local orstate -level AHIMT. , , This course addresses all roles and responsibilities appropriateto operating In one of the Finance /Administration Unit Leader positions on All Hazards Finance /Administration Unit a local or state -level AHIMT or single resource assignment. These Leader L -975 responslbllltles fall into two cate orlos: 1 responding to the Incident g ) p g tE, F, EM, PH, OD $12,380.50 and the command needs of the Incident, and 21 effectively fulfilling the position responsibilities of a Finance Administration Wilt Leader on an AHIMT or as a single resource, Page 1 of 11 25H -543 Contractor: Wllldan Homeland Solutions Page 2 of 11 25H -544 This course addresses all roles and responslbllltles appropriate to a Finance Section Chief operating in a local or state -level AHI M7, These All Hazards Fin ante Section Chief L -973 responsibiiI ties fall Into two categories: Finance Section Chief duties 1) LE, F, EM, PH, OD $12,172.60 managing the Fine nce/AdmInistratlon Section personnel and 2) managing the finances and administrative responsibilities during an incident. This course addresses all roles and responsibilities appropriate to a All- Hazards Incident Commander operating in a local or state -Level AHIMT. AII Hazards Incident Commander L -950 These responsibilities fall into two categories: 1) responding to the LE, F, EM, PH, 00 $17,346.60 Incident and command needs of the incident, and 2) effectively fulfilling the positlon responsibilities of on Incident Commander on an AHIMT. This« course addresses all roles and responsibilities appropriate to a Liaison Officer operating on local or State -Level All- Hazards ICS Incident All Hazards Liaison Officer L -956 Management Team. These responsibl lltles fall into two categories: 1) LE, F, EM, PH, OD $9,384.10 responding to the Incident and the command needs of the Incident, and 2) effectively fulfilling the position responsibilities of a Liaison Officer on an AHIMT. This course addresses all roles and responsibilities appropriate to a Logistics Section Chief operating on local or State -level All Hazards ICS #N- hlaxards- Logistios aeetlon- EFilef� -96 Incident Management Team. These responsibilities fall Into two {'�E -M krOD — $- 1fi,431.2 categories: Logistics Section Chief duties 1) responding to the incident; and 2) effectively fulfilling the position responsibilities ofa Logistics Section Chief on an All-Hazards ICS Incident Management Team, This course addresses all roles and responsibilities appropriate to an Operations Section Chief operating on local or State -level All-Hazards ICS Incident Management Team. These responsibilities fall Into two All Hazards Operations Section Chief L -968 categories: 1) responding to the incident and the command needs of LE, F, EM, PH, 0O $14,850,00 the Incident, and 2) effectively fulfilling the position responsibilities of an Operations Section Chief on an AII - Hazards ICS Incident Management Team. Page 2 of 11 25H -544 Contractor: Willdan Homeland Solutions Page 3 of 11 25H -545 This course addresses all roles and responsibilities appropriate to a All Hazards Planning Section Chief operating in a local or state -level All- All Hazards Planning Section Chief L -962 Hazards Incident Management Team. These responsibilities fall Into two 1E, F, EM, PH, OD $15,011.70 categories: 1) managing the planning cycle and 2) tracking resources and Incident status. This course addresses all roles and responsibilities appropriate to a All Hazards Public Information Officer operating In a local orstate -level All Hazards Public Information Officer L -992 AHIMT. These responsibilities fall into two categories: 1) responding to LE, F, EM, PH, OD $16,602 the incident and command needs ofthe incident, and 2) effectively .30 fulfilling the position responsibilities of a Public Information Officer on an AHIMTor single resource, This course addresses all roles and responsibilities approprlatetlo a All- All Hazards Resources Unit Leader L -965 Hazards Resources Unit Leader operating in a local orstate -level AHIMT LE, F, EM, PH, OD $14,587.10 or as a single resource. This course addresses all roles and responsibilities appropriate to an All- Hazards Safety Officer operating In a local or State -level AHIMTor a All Hazards Safety fficer L -954 y single resource. These responsibilities fall into two categories: 1) responding to the Incident and command needs ofthe incident, and 2) LE, F, EM, PH, OD $14,611.30 effectively fulfillingthe position responsibllgies of an Safety Officer on an AHIMT ores a single resource. This course addresses all roles and responsibilities appropriate to a Hazards Situation Situation Unit Leader operating In a local or State -level AHIMT. All Hazards Situation Unit Leader L -964 These responsibilities fall Into two categories: Situation Unit Leader LE, F, EM, PH, OD $17,215.00 duties: 1) processing information and Intelligence and 2) developing displays. All Hazards Strike Team /Task Force Leader L- This course addresses all roles and responsibilities appropriate to an All- 984 984 Strike Team/Task Force Leader operating on a local orstate- LE, F, EM, PH, OD $11,939.40 level AHIMT or as a single resource. This course Is designed for uniform patrol (first responders), Detectives, Basic Mobile Field Force Course for Patrol Narcotics or other assignments in which personnel may be mobilized LE 7$2,69500 and deployed for any special event. Page 3 of 11 25H -545 Contractor Willdan Homeland Solutions Disaster Cost Recovery Purchasing The Purchasing workshop examines in detail the requirements of Title 2 Workshop of the Code of Federal Regulations, Part 200 which govern all OD $4,000.00 purchases by local government when Federal funds are Involved. This Disaster Cost Recovery training program provides a broad overview Disaster Cost Recovery Training of disaster cost recovery processes, including requirements for OD $7,000.00 obtaining and retaining federal disaster assistance grants, specifically, FEMA's "Public Assistance" program. The 24 -hour, and condensed 16 -hour courses provide training and resources for personnel who require an understanding of an Emergency Emergency Operations Center Training Operations Center (EOC). The course Is designed to enable personnel LE, F, EM, PH to operate efficiently during an Incident or event within the ICS, SEMS, and NIMS. This course focuses on the EOC's action planning process. Participants EOC Action Planning learn what the action plan contains, and the process to develop an LE, F, EM, PH $9,98400 action plan. This 8 -hour course is designed to provide team oriented trainingfor an EOC Management Section Personnel. The course describes, explains and EOC Coordination and Management Course elaborates an the Management Section "team" roles and EM, LE, OD $6,600.00 responsibilities, critical section -level tasks, and branch /unit -level actions during a typical operational period. This Course provides Instruction on the EOC coordination process with a EOC Coordination Course focus on the role of the EOC Management Section in developing the LE $6,000.00 EOC coordination Ian. This, 8 -hour course is designed to provide team oriented training for the EOC Logistics Section personnel. The course describes, explains, and EOC Logistics Section Playback elaborates on the Logistics Section "team" roles and responsibilities, EM, LE, F, OD $6,600.00 critical section -level tasks, and branch /unit level actions during a typical operational period. This course focuses on EOC maragementand operations. Course EOC Management and Operations (3775 content Includes Multi - agency Coordination, EOC design, howto staff LE, F, EM, PH $8,040.00 the EOC, activate and deactive an EOC. Page 4 of 11 25H -546 Contractor: Willdan Homeland Solutions Page 5 of 11 25H -547 This 8 hour course Is designed to provide team oriented training for the EOC Operations Section personnel. The course describes, explains and EOC Operations Section Playbook Course elaborates on the Operations Section "team" roles and responslbllitles, EM, LE, F, OD $6,600.00 critical section level tasks, and branch /unit level actions during a typical operational period. This 8 hourcourse is designed to provide team oriented training for the EOC P &I Section personnel. The course describes, explains and EDC P &I Section Playback Course elaborates on the P &I Section "team" roles and responsibilities, critical EM, LE, F, OD $6,600.00 section -level tasks and branch /unit level actions during a typical operational period. This series of five training modules focuses on key EOC positions within EOC Position Course the Management, Operations, planning and Intelligence, logistics, and LE, F, EM, PH $25,000.00 finance and administration section. The EOC Situational Awareness and Common Operational Picture EOC Situational Awareness and Common Course builds on FEMA's Advanced Situational Awareness (SA) and Operational Picture Common Operating Picture (COP) course E143 by combing the LE, F, PH, EM $12,500.00 fundamentals of SA and COP with in -depth explanations, discussions, and best practices for achieving SA and COP. The seminar will reviewthe role of agency executives, the public information officer (PIO), the Joint Information System (JIS), and the JIC Executive Leadership Crisis Communications in disseminating timely, accurate, consistent and accessible messages. and JIC Orientation Workshop The workshop will also Include best practices for coordinating crisis LE, F, EM, PH, OD $11,700.00 communication across agencies, from the executive level to staff Support. The 8 -hour course provides training and resources, for first - responder ICS 100: Introductory ICS Training Course for personnel who require an introduction to the Incident Command Responders System. The course Is designed to enable personnel to operate LE, EM PH F, , $5,610.00 efficiently during an Incident or event within the ICS, SEMS, or NIMS. Page 5 of 11 25H -547 Contractor: Wllldan Homeland Solutions Page 6 of 11 25H -548 This 8 -hour course provides training and resources for first responder personnel who require a basic understanding of the Incident Command ICS 200; Basic Incident Command system System (ICS). The course Is designed to expand upon Information LE, F, PH, EM $5,760.00 Training Course for Responders covered In the ICS 100 (Introductory) Course and enable personnel to operate more efficiently during on incident or event within the ICS, SEMS, and, NIMS. This 20 -hour course provides training and resources for personnel who ICS 300: Intermediate incident Command require advanced application ofthe Incident Command System (ICS). System Training for Responders This course expands upon Information covered in ICS 100 and 200 LE, F, PH, EM $13,900 o courses, The course also allows those Identified personnel, including public health personnel, to complywith ICS level 300 training, This 16 -hour course provides training and resources for personnel who ICS 400: Advanced Incident Command require advanced understanding and application of the Incident LE, F, PH, EM $12,060.00 System Training Course for Responders Command System (ICS), This course expands upon Information covered In the ICS 300 course. This course provides participants with an understanding of ICS /EOC ICS /EOC Workshop Interface (G191) Interface. Course content includes an overview of ICS and MACS, and a LF, F, EM, PH $4,800.D0 practical exercise to discuss, apply and validateworkshop concepts and Ideas for effective ICS and EOC, ID -001 -RESP -Type III Advanced SWAT Intense 15 day program employing classroom Instruction, force on force Operations far Terrorist Environments raiO4ng- end- Ilve- rangefire- tsenharmefihe- eapabiktlesrof-agelregpatrol— L-E ;00308 divisions. ID- 002 -RESP- Type II Advanced SWAT Intense 18 day program employing classroom Instruction, force on force Operations for Terrorist Environments training and live range fire to enhance the cape hiLies of agency patrol LE $148,500.00 divisions. ID- 003 -RESP -Type I Advanced SWAT Intense 20 day program employing classroom Instruction, force on force Operations for Terrorist Environments training and live range fire to enhance the capabilities of agency patrol LE $169,400,00 divisions. ID-004 -RESP- Im in edlate Action teams: Intense Five day program employing classroom Instruction, force on Rapid Law Enforcement Response to force training and live range fire to enhance the capabllkles of agency LE $36,300.00 Violence and Terrorism In the School Setting patrol divisions. Page 6 of 11 25H -548 Contractor Willdan Homeland Solutions ID- 006 -RESP- SWAT -Law Enforcement Intense seven day program employing classroom instruction, force on Tactical Operations for Terrorism Response force training and live range fire to train entry level SWAT Officers to LE $56,100.00 (Basic Concepts and Tactics) effectively serve as a member of a full or part time team. Participants will study the organization of both virtual and physical JICs and learn about activation, demobilization, and the four basic Interagency Training and Exercise operational functions of a JIC, as well as hcwthose functions Interact LE, F, EM, PH $52,140.00 with each other and fit Into the overarching emergency management structures This course Is designed to bathe next step following general Emergency - Operations Center (EOC) training courses and provides jurisdictional and Jurlsdictlon /Section- Specific Emergency section - specific EOC training and resources for personnel who are Operations Center Training Course assigned to an EOC, This course Is Intended for support, supervisor, LE, F, PH, EM $20,750.00 management and executive personnel, who as a part of their Job duties or special assignments may perform functions within an agency or jurisdiction's EOC Completion of the basic Mobile Field Force course is a required pre- requisite. This course is designed for an agency's Dedicated Mobile Mobile Field Force Advanced Course Field Force who would be the first to deploy on a pre - planned event and Increasesthe capability of officers with advanced formations, passive LE $4,695.00 arrest team tactics and Tangle Team Operations and culminates in a problem solving field training exercise. Mobile Field Force Command Staff This course is limited to 1.6 attendees who will be Instructed on Strategies for Crowd Management and Command Strategic, Crowd Management, Crowd Control, and Mobile LE, EM $4,620.00 Mobile Field Force Deployment Field Force Strategies relevant to a Staff Cficers oversight of the planning and deployment of an incident. Page 7 of 11 25H -549 Contractor; WiI Ida a Homeland Solutions EXERCISES Page 8 of 11 25H -550 The course is directed exclusively to the roll of line supervisors who are directing the activities of MIT Squads. The course Includes basic tactics and deployment of all aspects of a Mobile Field Force. In addition, Mobile F-'.eld Force Critical Decision Making subjects include Use of Force in crowd control, supervisor responsibility, LE $3,125.00 for Squad Leaders accountability, and reporting of use of force Incidents, unlawful assembly and the First Amendment, dispersal, arrest strategies, use of Less Lethal Munitions, dealing with the media, as well as crowds and their makeup, strategies, and psychology. Mobile Field Force Instructor Development The Mobile Field Force Instructor Development Course will certify designated officers /supervisors in the basics of Mobile Field Force LE $6,820,00 Course Tactics and applications. The Less Lethal Certification training is designed to develop less lethal Mobile Field Force Less Lethal Deployment, Grenadiers proficient In the manipulation, deployment, recordation, LE $3,124.00 Strategy, and Tactics and required accountability of the deployment of Less Lethal Munitions during a crowd event. This course addresses the fundamentals of Situational Awareness (SA) and Common Operating Picture (COP) for emergency management and Situational Awareness (SA) and Common Includes detailed Instruction covering concepts, theory, capabilities, Operating Picture (COP) Course tools, and techniques for achieving a more effective SA and COP system EM, LE, F, OD $13,750.00 In supportof emergency operations The course supports the Communications and Information Management component of the National Incident Management System (NlMS). This 16- hourcourse provfdestraining and resources for personnel who The Public Information Officer (PIO): may be tasked with serving as a Public Information Officer (PIO) or Avoiding a Second Disaster otherwise Interdicting with the media. The participant will learn the LE, F, PH, EM $11,114.00 basics of understanding and working effectively and positively with the news media, Type 3 All- Hazards Incident Management ya g This S day course serves a basic Introduction to the activities and $25,893,30 - Team (0 -305) processes of a USFA /DHS All Hazards Type 3 AHMIT. Cost varies based E, F, EM, PH, OD $38,489.00 an number of teams attending. EXERCISES Page 8 of 11 25H -550 Contractor; Willdan Homeland Solutions A) Discussion. Based Exercises - focus on strategic, policy- oriented Issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exerclse objectives. ( *Note: Estimated costs are example costs only and depict a range that on exercise may fall within. Actual casts can vary and Is dependenton the size, scope, and variables involved with a particular exercise) Exercise Type Description varlables Range of Cast (Estimated) Seminars generally orient participants to, or provide an overview of, Seminar authorities, strategies, plans, policies, procedures, protocols, resources, Participants (h), concepts, and ideas. Seminars can be valuable for entities that are Facilitation, Hours, $5,000- $25,000 developing or malting major changesto existing plans or procedures. Materials, Location Although similar to seminars, workshops differ In two Important aspects: 1, participant interaction Is increased, and 2. focus is placed on Participants (d), achieving or bulking a p roduct. To be effective, workshops should have Facilitation, Hours, $ &,000- $35,000 clearly defined objectives, products, or goals, and should focus on a Materials, specific issue. Location, Plans Tabletop Exercises (TTX) are intended to generate discussion of various issues regarding a hypothetical simulated emergency. They can be used to enhance general awareness, validate plans and procedures, rehearse concepts, and /or assess the types of systems neededto guide the participants (k), Tabletop prevention of, protection from, mitigation of, response to, and recovery Facilitation, Hours, from a defined incident. The effectiveness of a TTX Is derived from the ,Materials, $25,000- $50,000 energetic involvement of participants and theirassessment of Location, recommended revisionsto current policies, procedures, and plans; Reporting /Plans therefore facilitation is critical to keeping participants focused on exercise objectives. B) Operation -Based Exercises- used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources. ( *Note: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual costs can vory and is dependent on the size, scope, and variables Involved with a particular exercise) I Exercise Type I Description I variables I nenga or uric Page 9 of 11 25H -551 drill Is a coordinated, supervised activity usually employed to va lldate specific function or capability in a single agency or organization. Drills 'e commonly used to provide training on new equipment, validate rocedures, or practice and maintain current skills. For every drill, early defined plans, procedures, and protocols need to be In place. =- rsonnel need to be familiar with those plans and trained In the ocesses and procedures to be drilled, Functional Exercises (FE) are designed to validate and evaluate capabilities, multiple functions and /or sub - functions, or interdependent groups of functions. FEs are typically focused on exercising plans, Functional policies, procedures, and staff members involved in management, direction, command, and control functions. An FE is conducted in a realistic, real -time environment; however, movement of personnel and Page 10 of 11 25H -552 Contractor: Willdan Homeland Solutions Preparation, Planning Meetings, Participants ( #), Facilitation, Hours, Materials, Site /Mgt. Locations, Reporting /Plans, Travel & Expenses, Moulage, Media, Volunteer Coordination Preparation, Planning Meetings, Participants (#), Facilitation, Hours, Materials, Site /Mgt. Locations, Travel & Expenses $30,000 - $75,000 $55,000 - $100,000 Full -Scale Exercises (FSE) are typically the most complex and resource - Intensive type of exercise, They Involve multiple agencies, organizations, and Iurlsdlctlons and validate many facets of preparedness. FSEs often Include many players operating under cooperative systems such as the Incident Command System (ICS) or Unified Command. In an FSE, events are projected through an exercise scenario with event updates that drive activity at the operational level. FSE5 are usually conducted in a real -time, stressful environment that Is Intended to mirror a real Incident. Throughout the duration of the exercise, many activities occur simultaneously. Page 11 of 11 25H -553 Contractor Willdan Homeland Solutions Preparation, Planning Meetings, Participants (N), Facilitation, Hours, Materials, Site /Mgt. Locations, $75,000- $150,D00 Reporting /Plans, Travel & Expenses, Moulage, Media, Volunteer Coordination SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS 3,0 REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both, There is no requirement the Proposer must respond to both components of the RFQ. 3.1 TRAINING COURSES 1, The ASAUA requires training courses In the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The_Pr�sei- shat- conduiat- tryping- courses- at- v@;ou&4GGat+onJventres- w�#1tfn -the IW"III.� 3, The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: http: / /www.caloes.cagov /cal -oes- divisions /california- specialized- trainin _ - institute 25H -554 and the DHS website at: RFQ No. 16 -068 Page 14 httns : / /www,fema.gov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal DES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No. 16 -068 25H -555 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio - for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues rnay be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests fszrapproyat The- iy_shalLnnibe-bilije any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H -556 Page 16 18. A list of "approved" courses is available from Cal OES at www.cal oes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www,fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22, Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16 -068 25H -557 Nagel? 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES / REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a Thy course suru€ys- /- eualuata ,ons- results will- baA- abulatpd -and scared -by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFq No, 16 -068 Page 18 25H -558 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1,2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No, 16 -066 25H -559 Page 19 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal, c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. MA AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. 25H -560 RFQ No, 16.068 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -561 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3, Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.Q. Pox 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 25H -562 Page 22 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3, Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES I. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2, The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. RFQ No. 9.6 -068 25H -563 Pip 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences. 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full -scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No, 16 -068 Page 24 25H -564 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS— HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement /Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No, 16 -068 25H -565 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2,2 DELIVERABLES I REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No, 16-068 Page 26 25H -566 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full -scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises, 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 2, 3. 4. 5. 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City, All prices are to be F.O.B. destination included. Any freight /delivery charges are to be Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full -scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -567 Page 27 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions, 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No, 16 -068 Page 26 25H -568 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full -scale exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office, 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax, 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16,068 25H -569 "age 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Nmlad�eeurit}��as�on fP1-118 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFq No. 16 -068 Page 3p 25H -570 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. q. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No, 16 -068 25H -571 Page 31 25H -572 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: AGREEMENT WITH WILLDAN HOMELAND SOLUTIONS FOR GRANT PROJECT AND FISCAL COORDINATOR SERVICES {STRATEGIC PLAN GOAL NO. 1, 313} _ 7 CITY MANhgR RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: r_1 »: 011FAA 7 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 ®t 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 execute a one -year professional services agreement with Willdan Homeland Services, an operating division of Willdan Group, Inc for on -site project and fiscal grant management services, for the period begnning September 1, 2016 and ending August 31, 2017, with a one -year renewal option, in an annual amount not to exceed $135,000, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The United States Department of Homeland Security (DHS) developed the Urban Areas Security Initiative (UASI) federal grant program. UASI provides funds to local emergency first responders to enhance security and overall preparedness to prevent, protect, mitigate respond to, and recover from acts of terrorism. The grant specifically provides funding for management and administration, anti - terror planning, organizing, equipment, training, exercises, and technical assistance. Under the UASI funding program the City of Santa Ana and City of Anaheim have been designated as Urban Area Core Cities and serve as the grant recipients responsible for the management and administration of the UASI grant funds. The Santa Ana and Anaheim Police Departments alternate fiscal responsibility for the grant. Anaheim manages the grant during the even years (i.e., 2010, 2012, 2014 etc.), while Santa Ana manages the grant during the odd years (i.e., 2009, 2011, 2013, etc.). The on -site grant management services provided by Willdan Homeland Services include, but are not limited to: oversight of all assigned project activities; assisting with the development of grant applications, ensuring grant finances are processed appropriately and in compliance with established federal, state, and local statutes; and maintaining UASI sub - recipient guidelines and policies to include new laws, rules and requirements issued by DHS and the California Governor's Office of Emergency Services (Cal OES). 251 -1 Agreement with Willdan Homeland Solutions August 16, 2016 Page 2 The one -year professional services agreement, with an option to be extended one additional year, is exempt from bidding requirements under SAMC sec. 2- 807(e), and will remain in effect from September 1, 2016 through August 31, 2017. The agreement includes 2,000 hours of work at $62.51 per hour ($125,020), $7,000 for training and travel, and a $2,980 contingency, for a total agreement amount of $135,000. The professional services rate proposed by Willdan Homeland Services was determined to be within the range expected for such services. Willdan Homeland Services has been providing these professional services since 2012 and has developed special skills and organizational knowledge to effectively manage the homeland security grants awarded to the City of Santa Ana. The Santa Ana Police Department's Homeland Security Division is satisfied with the grant management services provided by Willdan Homeland Services and recommends approval of this agreement. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 1 - Community Safety, Objective #313 (promote ongoing efforts to obtain grant funding for activities that will assist in preventing, enforcing, and reducing criminal activity and traffic collisions). FISCAL IMPACT Funds in the amount of $135,000 are available in the FY 2015 UASI Grant fund contract services account (accounting no. 12514407- various) for the 2016 -17 fiscal year. Funding for fiscal year 2017 -2018 will be identified in future annual budgets, and is contingent upon grant funding being secured by the City and approval by City Council. If future funding is not received, the one -year renewal option will not be exercised. Carlos Rojas Chief of Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNTS: , 134t AD Francisco Gutierrez "�- Executive Director Finance & Mgmt. Services Agency Exhibit: 1. Agreement with Willdan Homeland Solutions 251 -2 PROFESSIONAL SERVICES AGREEMENT TO PROVIDE GRANT PROJECT & FISCAL COORDINATOR SERVICES THIS AGREEMENT, made and entered into this 16th day of August, 2016 by and between WILLDAN HOMELAND SERVICES, an operating division of WILLDAN GROUP, Inc., a California corporation (hereinafter "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. City, acting through the Santa Ana Police Department in its capacity as a Core City and lead agency for the Anaheim / Santa Ana Urban Area under the Urban Areas Security Initiative ( "UASI "), has applied for, received and accepted a grant from the federal Department of Homeland Security, Office of Domestic Preparedness, through the State of California, Office of Emergency Services, to enhance countywide emergency preparedness, hereinafter referred to as "the Grant ". & The City desires to contract with an expert in providing Grant Project and Fiscal Coordinator Services. C. Consultant represents that it has the necessary skills and experience to provide assistance in developing grant applications, invoicing and processing payment documents in compliance with grant policies, and maintaining guidelines and polices required by grant providers. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terns and conditions hereinafter set forth, the patties agree as follows: 1. SCOPE OF SERVICES Consultant shall develop and provide project and fiscal grant management services as set forth in Exhibit A, attached hereto and incorporated by reference. All services required hereunder shall conform in all respects to standards and regulations for funding by the U.S. Department of Homeland Security, and the California Office of Emergency Services. Consultant will be responsible for continued training to remain current on the management and reporting obligations required of the various Homeland Security Grant funds. 251 -3 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services an hourly rate as noted in the Cost Price Proposal — Exhibit B incorporated herein by reference. Additionally, Consultant shall be reimbursed for training, travel and materials which have been pre - approved, in writing, by City. The total amount of services under this Agreement shall be $132,020 plus $2,950 for a contingency if additional services are required that were not contemplated at the time of this Agreement. Use of the contingency funds is at the City's sole discretion. The total sum that can be expended under this Agreement shall not exceed $135,000. Funding for this Agreement is contingent upon grant funding. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. USE AND OWNERSHIP OF DOCUMENTS It is understood by and agreed to between the parties that all written papers or materials prepared pursuant to this Agreement, paid for with Grant funds, or composed utilizing information provided by Santa Ana, shall be the property of Santa Ana and shall be delivered to Santa Ana upon completion of the services hereunder. This Agreement shall commence on September 1, 2016 and terminate on August 31, 2017 unless terminated pursuant to Section 13 below. The Agreement shall have one (1) one year extension exercisable at the City's option. This Agreement is contingent upon grant funding being secured by the City. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be art independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: 251 -4 a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death . resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non - owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to cormnencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City, (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f I£ Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such tcrmination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. 251 -5 Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, and special counsel from liability for personal injury, or just compensation, arising out of claims for personal injury, including death, and claims for property damage, to the extent they arise from the negligent or willful misconduct in the performance of operations or errors or omissions of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement. S. COiNFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and father agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10, NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shalt be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by teleflesimile or other telegraphic communication in the manner provided in this Section, to the following persons: 251 -6 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax number (714) 647 -6956 With courtesy copies to: Santa Ana Police Department UASI / Homeland Security Division 60 Civic Center Plaza P.O. Box 1981 (M -97) Santa Ana, California 92702 Fax number (714) 245 -8745 Attn: Brad Hadley and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax number (714) 647 -6515 To Consultant: Jim Bailey Willdan Homeland Solutions 2401 East Katella Avenue, Suite 220 Anaheim, California 92806 Office (714) 940 -6389 Email: jbailey @willdan.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent 251 -7 with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any panty, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERiMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In the event that grant funding is not secured, City has the night to terminate the Agreement immediately upon exhaustion of the grant funds. Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Chief of Police may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be detennined and governed by the laws of the State of California. Both parties farther 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. 251 -8 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. CONSULTANT CERTIFICATIONS a. Federal Resulations — Recipient must comply with the government cost principles, uniform administrative requirements and audit requirements for federal grant program housed within Title 2, Part 200 of the Code of Federal Regulations. b. Debarment and Suspension— As required by Executive Orders 12549 and 12639, and 2 CFR §200.212 and codified in 2 CFR Part 200, Recipient must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal government. C. Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by CITY, the grant agency and /or their duly authorized representatives for a period of three (3) years from the date of submission of the final expenditure report by the City of Santa Ana. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Recipient shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Recipient shall make said documents, papers and records available to City and the agency from which City received grant funds or their duty authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours. d. Recipient shall provide to City all records and information requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provide to the agency from which City received grant finds or other persons or agencies. e. Section 504 of the Rehabilitation Act of 1973 fHandicapped} - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance, The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. f. Americans with Disabilities Act of 1990 - (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. g. Lobbying and Political Actives - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to 251 -9 further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". h. Recipient will comply with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the 'fiords provided under this award may be expended by the Recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. i. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. j. Non - Discrimination and E ual nnnortunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendment's of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non- Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Recipient makes a finding of discrimination after a due process heating on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Recipient wit[ forward a copy of the findings to CITY which will, in turn, submit the findings to the Of,fee of Civil Rights, Office of Justice Programs, U.S. .Department of Justice. k. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (4 t CFR chapter 60), as applicable. 1. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. m. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. n. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. o. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CPR Part 5), as applicable. 251 -10 P. Recipient will comply, and all its contractors (or subrecipients) will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 1.5), as applicable. q. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. r. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. S. Recipient agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with finding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. t. Recipient may copyright any books, publications or other copyrightable materials developed in the course of or tinder this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 251 -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:.~ C wlg;u 4} r Laura Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: CARLOSROJAS Chief of Police CITY OF SANTA ANA, a municipal Corporation of the State of California DAVID CAVAZOS City Manager WILLDAN HOMELAND SOLUTIONS JIM BAILEY President and CEO 251 -12 EXI4IBIT A GRANT PROJECT & FISCAL COORDINATOR SCOPE OF SERVICES 251 -13 EXHIBIT A Grant Project & Fiscal Coordinator Job Description Reporting Relationships /Supervision Reports to the UASI Grant Coordinator and Administrator. Works in close coordination with Project Coordinators, Sub - Recipients, City Finance, and the California Office of Emergency Services. Liaison to the UASI Working Group (UAWG), UASI Steering Committee, UAWG Sub - Committees,, and Orange County Intelligence Assessment Center (OCIAC) Fusion Center, Basic Function The Grant Project & Fiscal Coordinator plans, organizes, manages, and directs activities related to project management and the Financial and Audit Unit. Ensures successful integration of all aspects of projects, including technical, financial, legal, and political, to ensure that projects assigned stay on budget and on schedule. Ensures grant finances are in compliance, submits cash advances /requests in a timely manner, tracks expenditures and budgets, processes sub - recipient reimbursement requests, and manages detailed recordkeeping. Responsibilities Project Management and Coordination • Responsible for the management and oversight of all assigned project activities including but not limited to: contract management and milestone monitoring, ensuring compliance with all applicable rules and regulations, managing budgets, ensuring participation of all regional public safety agencies, and regular reporting. • Provide review of project applications, ensuring Authorized Equipment List (AEL) compliance. + Supports the coordination and implementation of the contracting process such Request for Proposal (RFP) development and creation, review, and processing of agreements. + Participates in grant application and investment justifications at regional, state and federal level. • Provides updates on project status and /or program goals /initiatives. 251 -14 • Provides briefings to the UASI Working Group, UASI Steering Committee, and UAWG Sub- Committees, and OCIAC Fusion Center. • Assists with entry of equipment items into Wisetrack Inventory System. Compile necessary documentation for attachment to each item in system. • Review of required documentation submitted by staff and sub- recipients to include project applications, EHP, CalOES approvals (including but not limited to Sole Source, Vehicle Approval, Emergency Operation Center approvals, and Aircra$/Watercraft Approval), quarterly reports, and project budgets. • Acts as liaison to OCIAC Fusion Center. • Attends planning and update meetings as requested or deemed necessary. • Provides programmatic and fiscal status reports (bi- weekly, monthly, and quarterly) to the UASI Grant Coordinator and OCIAC Director. Financial and Audit Manauement City Financial Procedures: • Upon receipt of grant award information, complete appropriation adjustment for attachment to the request for council approval, in order for new grant account number creation and budget allocations per object code. • Complete Lawson entry of Projects and Activities, in order to create budget allocations by project, and create Activity numbers that identify project and solution area as an accounting mechanism. • Process purchase orders and attach supporting documentation, such as invoices and packing slips, provide accounting information and grant to be charged, create reimbursement packet, and send to City Finance for vendor payment. • Process incoming invoices for contract 'vendors, attach supporting documentation, for creation of direct payment vouchers, create reimbursement packet, and send to Police Fiscal for payment. • Process sub - recipient reimbursement packets to check for required financial paperwork and completion, process sub - recipient invoices, create reimbursement packet, and send to Police Fiscal for payment. 251 -15 • Turn in bi- monthly timesheets for grant personnel, collect overtime chits, and turn into Police Fiscal for posting. Review monthly labor distribution reports, attaching' appropriate timesheets, chits, and use P2K Payroll program to printout additional information as required. • Complete budget projections for each open Homeland Security Grant, including approved positions, and send completed budget to Police Fiscal for inclusion into the City Budget for each new fiscal year. • Upon close of grant, complete reconciliation of City General Ledger and all grant cash requests, completing necessary journal voucher to balance discrepancies. • Provide analytical support for project managers, grant manager, and grant administrator as needed. Californla Office of Emergency Services (CaIOES) Procedures: • Ensure financial compliance with the grant and any financial directives set forth by the California Office of Emergency Services (previously the Office of Homeland Security) and the Department of Homeland. Security. Liaison with local, state and federal agencies regarding financial matters related to the administration of the Homeland Security Grants. • Participates in grant application and investment justifications at regional, state, and federal level. • Assist and complete grant applications and grant modification requests via the California Office of Emergency Services workbook, confirming modifications to the internal project matrix, training and exercise rosters, approved project applications, and project descriptions are reflected in the workbook. • Complete grant cash requests and advances using the workbook, from compiled reimbursement packets, training packets, equipment ledger, and City General Ledger via LAWSON. Request City invoice, attach workbook, and send to the California Office of Emergency Services for reimbursement. • Once checks have been received from the State, add a copy to the cash request files, attach pertinent City invoice, and deliver to Treasury for deposit. • Work with City Accountant to calculate interest earned on cash advances, tracking vendor /sub - recipient payment, compared to advance check deposit date. Request check to the Federal Department of Health and Human Services, for all interest earned on grant advances. 251 -16 • Maintain an updated database of all financial points of contact and conduct periodic on- site financial monitoring of Homeland Security Grant sub - recipients. • Conduct financial and budgetary analysis of General Ledger, Project and Activity Report, Labor Distribution Report, and Revenue Ledger report. • Prepares and submits bi- annual progress reports (BSIR) into the Federal Grant Reporting Tool UASI Grant Office Procedures • Attend Urban Area Security Initiative Working Group and Steering Committee meetings as programmatic and financial point of contact. • Update and revise Urban Areas Security Initiative Sub - Recipient Guidelines and Policies, to include new laws, rules, and requirements from DHS and Cal -OES, as well as updated Grant Office procedures for project managers and sub- recipients. • Update any Anaheim / Santa Ana UASI forms with each new grant year, including reimbursement forms, project applications, project modifications, monitoring forms, training forms, reporting forms, and others. • Deep in constant communication with giant project managers to ensure appropriate federal, state, and local requirements are being met and they meet grant deadlines. • Send out reminders when the Quarterly Project Status Reports are due, review for completeness, and forward to the appropriate office staff for review, • Provides prograimmatic and fiscal status reports (bi- weekly, monthly, and quarterly) to the UASI Grant Coordinator. Knowledge, Skills, and Abilities Full understanding of Federal and CaIOES Homeland Security Grant Guidance and full understanding of the Anaheim /Santa Ana UASI Sub - recipient Grant Guidance. General knowledge of government contracting/procurement processes. Ability to manage project budgets. Ability to facilitate group meetings. Ability to research topics unfamiliar to their normal areas of expertise and experience (within Homeland Security Grant relevancy) and develop program/project plans. Ability to maintain good working relationships with all stakeholders within the UASI, state or outside agencies, other team members, staff and the community based stakeholders. Advanced verbal and written communication skills. Ability to solve problems.' Above average political acumen. 251 -17 Knowledge of grant financial management requirements, and ability to read through the applicable code of federal regulations, OMB circulars, Environmental & Historic Preservation' requirements, Cal -OES Strategic Goals & Objectives, Core Capabilities, Procurement and Purchasing Policies, and Travel Policies, for the Urban Area Security Initiative (UASI) grants and Homeland Security Grant Program (HSGP). Knowledge and ability to use LAWSON Financial Management System Software, P2K Payroll System Software, the Federal Grant Reporting Tool, and Microsoft programs such as Word, Excel, Outlook, PowerPoint, Publisher, and the WiseTrack Inventory tracking system /software. Knowledge of municipal government operations, City financial accounting techniques, procurement, budgetary processes and controls. Cost: See Cost Price Proposal 251 -18 EXHIBIT B WILL,DAN HOMELAND SECURITY COST PRICE PROPOSAL, 251 -19 ¢.: O Price Proposal to Perform grp' Grant Management Services ��.•.. rnr the 011 of Surrin dnn. California CITY OF SANT ANA Grant Project and Fiscal Coordinator Services COST PRICE PROPOSAL Performance Period September 01, 2016 through August 31, 2017 LABOR CATEGORY RATE HOURS TOTAL Labor Grant Project & Fiscal Coordinator $ 62.51 2,000 $ 125,020 Subtotal Time & Materials (T &M) Labor 2,000 $ 125,020 OTHER DIRECT COSTS Estimated Travel and Training $ 7,000 Subtotal Cost Reimbursable $ 132,020 WILLDAN 2 ,.._,y_;i Homeland Solutions 251 -20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE; AGREEMENT WITH PLANETBIDS FOR E- PROCUREMENT SYSTEM (STRATEGIC PLAN NO. 4, 11B) Ze CITY MANA _R RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on Vt Reading ❑ Ordinance on 2 n Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with PlanetBids, Inc. for web -based procurement services for a three -year period beginning August 16, 2016 and ending August 15, 2019 with provision for a two -year renewal option exercisable by the City Manager, in an amount of $33,375 for the first year and an annual amount not to exceed $27,400 for subsequent years, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Finance and Management Services Purchasing Division (Purchasing) administers the City's centralized purchasing processes. On August 5, 2013, Purchasing Division entered into an agreement with PlanetBids, a certified Small Business and Women Business Enterprise, in an effort to streamline the procurement process. Through the implementation of the Bid Management Module System (System) the City has achieved a more efficient and transparent method for electronically advertising, monitoring and awarding formal and informal bids and proposals, while significantly increasing the number of vendors notified of the City's bid and proposal solicitation. The year before the bid management module was implemented, Purchasing division processed 1,100 requisitions and 27 formal invitations for bid, which were advertised to an average of five vendors. Furthermore, staff time incurred for each bid approximated between two to three hours. During fiscal -year 2014 -2015, a year after implementation, 1,371 requisitions and 45 formal invitation for bids were processed and an average of 31 vendors were notified for each solicitation. Additionally, the City's Requests for Proposals are now publicized online by Purchasing staff; all without incurring additional overtime or staff time. An added benefit in implementing the software is vendors now have the capability to register online as opposed to staff searching for vendors to notify of the City's bid and requesting 25J -1 Agreement with PlanetBids August 16, 2016 Page 2 proposal solicitations. The system provides a central repository for solicitations for both materials and services and employs real -time notification of requests for bids and proposals as well as addenda notification, custom emails and online Q &A management. Public Works projects are advertised and maintained through a different process outside of the PlanetBids software. PWA staff coordinates with the City's webmaster to post and maintain construction project notifications and addenda. PlanetBids has developed an Advanced eBidding for Public Works that would streamline the existing process by eliminating this costly step. Acquiring the Advanced eBidding module will complete the centralization of each type, both Purchasing and PWA, of procurement method utilized by the City. PlanetBids was originally selected after staff interviewed and attended product presentations from four eProcurement providers. Recently, staff began conducting informal inquiries about eProcurement solutions utilized by other local public agencies. The results confirmed that PlanetBids continues to be widely used due to its innovative and best -in -class eProcurement solutions. PlanetBids has provided excellent customer service and continues to improve and expand their solutions. Additionally, PlanetBids has offered to extend the same pricing for three years for both the current and the new Advanced eBidding module for Public Works. As such, staff recommends approval of a three -year agreement as follows: PB SYSTEM*"" Module(s) SETUP YEAR 1 (FY 2016 -17) YEAR 2 (FY 2017 -18) YEAR 3 (FY 2018 -19) Vendor Management & Bid Management n/a $ 16,413.33 $ 16,413.33 $ 16,413.33 Advanced eBidding (add -on) n/a $ 4,500.00 $ 4,500.00 $ 4,500.00 Emergency Operations n/a $ 4,110.99 $ 4,110.99 $ 4,110.99 Read -Only — 5 user licenses n/a $ 2,375.00 $ 2,375.00 $ 2,375.00 Onsite Training (including travel expenses) $ 1,575.00 TOTAL *$ 28,974.32 $ 27,399.32 $ 27,399.32 *The amount of $33,375.00 includes $4,400.68 contingency for additional user license. STRATEGIC PLAN ALIGNMENT Approval of this item supports City's efforts to meet Strategic Plan Goal #4 — City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment), Strategy B (increase the accessibility of financial information on the City's website by creating public viewing portals (i.e. City finances, budget processes, bid opportunities, etc.). 25J -2 Agreement with PlanetBids August 16, 2016 Page 3 FISCAL IMPACT Funds in the amount of $33,375 are available in FY 2016/17 as follows: • $18,500 in the Public Works Administration Services account (10117601- 62300) • $14,875 in the Finance and Management Services Purchasing account (01110120- 62300) Funds in the amount of $27,400 will be budgeted and made available in FY 2017/18 and 2018/19 as follows: • $12,525 in the Public Works Administration Services account (10117601- 62300) • $14,875 in the Finance and Management Services Purchasing account (01110120- 62300) Public Works Agency Exhibit: 1, Agreement FM:MLM:vk APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez %7 Executive Director w� Finance & Management Services Agency 25J -3 25J -4 Au t r !� Laading a- Procurement Salutivn5 Gonn�cttng.Btryers 8� Supplrars Et'ficlsntlyt 8950 Canoga Avenue. Ouite 801. Woodland Hilts. CA. 01887. 818.882.1771 PB SYSTEMTM SUPPORT SERVICES AGREEMENT This SERVICE SUPPORT AGREEMENT, which describes the terms and conditions applicable to your use of the PlanetBids Online Support Services, is made and entered a$ of the 271h day of July 2016, by and between PLANETBIDS, INC., a California corporation, ('PlanetBids ") and the following customer ( "Customer ") for the period August 16, 2016 to August 15, 2019, Customer Name: City of Santa Ana Street Address 20 Civic Center Plaza City, State ZIP Santa Ana, CA 92702 Department: Purchasing Principal Contact: Sandy Perez Method of Payment: Net 30 Days® THEREFORE, PlanetBids and the Customer agree as follows: 1. PlanetBids Services. Upon acceptance of this Agreement, PlanetBids shall provide the following Support Services to Customer, subject to the terms and conditions of this Agreement. This agreement fully supersedes any and all prior agreements between PlanetBids and Customer. a) "Services" shall include the following: 1) use of the PlanetBids PB SystemTM Vendor management and Bid management modules (a.k.a. BidsOnlineT11) including the Advanced eBidding add -on module for the purpose of vendor registration, posting and tracking Bid Requests and other information on Customer's website or private internet network; 2) up to Seven (7) of licensed user access to and use of the PS System TM by the Customer Finance /Purchasing Department; 3) the option, at Customer's discretion, to process and distribute Bid Requests to additionally available PlanetBids suppliers within their selected categories at no additional cost; and 4) an optional Reverse Auction feature that enables the Customer to solicit bids from Customer and /or PlanetBids registered suppliers selected by Customer in a price only based blind bidding process, which can be activated by giving notice thereof to PlanetBids in writing or by email. b) PlanetBids shall have access and the right to market or otherwise promote its services to any vendor or supplier of Customer that registers with PB System'"" via Customer's website, upon notice by PlanetBids to such vendor or supplier. PlanetBids will not sell any Customer data to any third parties without a written consent from Customer. C) Internet related equipment by its nature, is not fault tolerant, but PlanetBids (1)will use reasonable efforts to make the Services available 24 hours per day, 7 days per week, excluding downtime for scheduled and unscheduled maintenance, and (2) will promptly ©2000 -2016 PlanetBids, Inc. (818) 992 -1771 1�9 �itg investigate any technical problems that Customer reports. PlanetBids cannot, however, guarantee continuous service, service at any particular time or the Integrity of data transmitted via the Internet. Further, PlanetBids shall not be responsible for the inadvertent disclosure, corruption or erasure of data transmitted, received or sorted on the PB SystomTM. d) PlanetBids may make improvements and /or amendments to the PB SystemTM at any time, and may provide other optional services, including enhanced versions of standard features or functions, for an additional fee as agreed in advance by the Customer. Any and all relevant portions of these terms and conditions will automatically apply to all improvements, amendments and /or optional services as they appear. PlanetBids does not guarantee that use of the Services will produce any quotes, business opportunities or other information helpful to the business of Customer, nor does it guarantee that any contact provided will be adequate or best suited for any transaction. 2. Fees and Payments. a) Support Fees. Customer agrees to pay PlanetBids a total of $ 28,974.32 for Year 1, $ 27,399.32 for Year 2 and $ 27,399.32 for Year 3. Payment for Year 1 shall be due and payable 30 days from the time of execution of this Agreement. Payments for Year 2 and for Year 3 are payable within 30 days from the invoice date upon renewal each year as outlined below in Table (A). The term of this Agreement shall be extended for one additional two (2) year period, Year 4 and Year 5, upon a request in writing with a minimum of 30 days prior to the end of the term (Year 3) of this Agreement by Customer and a renewal executed by the City Manager and the City Attorney. The fees for the renewal option will not exceed 5% of the previous year's fee as outlined in Table (A). 1) Onsite Training Fee, Customer shall pay a one -time onsite training fee of $1,200.00 and $375 for travel expenses, for up to three (3) additional PS SystemTm licensed users including for the Vendor Management, Bid Management modules and Advanced eBidding add -on module. 2) Service Fee Payment. Customer agrees to pay an annual service fee of $16,413.33 each year of the Agreement for the use cf the PB SysteWll, as outlined in Table (A). 3) Additional Add -on /Module. Customer agrees to pay a service fee of $4,500 for the Advanced eBidding add -on module and $4,110.99 for the Emergency Operations module for Year 1 and as outlined consecutively in Table (A) and for Year 2 for the Emergency Operations module to Customer users assigned by Customer, and, $2,375.00 for five (5) Read -Only user licenses for the period of this Agreement, ©2000 -2016 PlanatBids, Inc. (818)992 -1771 25J -6 Table (A) 4) Reverse Auction. If the customer chooses to activate the Reverse Auction feature and conduct Reverse Auctions through the Services, Customer does not have to purchase an additional license, but is required to pay a transaction fee for each event /solicitation transaction conducted through the Reverse Auction feature. Once activated; the Reverse Auction feature will remain activated for the balance of the term of this Agreement, including any extensions or renewals. The transaction fee for Reverse Auctions shall be 1 % of the total amount of each Reverse Auction transaction, excluding shipping and handling costs; provided that the minimum transaction fee payable for any event/solicitation transaction shall be $25.00, Within 10 days following the end of each calendar quarter, PlanetBids will invoice the Customerfor the total amount of feels) payable for all event/solicitation transactions completed during such quarter, which amounts shall be due and payable within 30 days of the date of invoice. It shall be the responsibility of Customer to collect from the supplier any portion of the transaction fee to be paid by such supplier, and to pay any taxes, duties, imposts or tariffs that are applicable to purchases via the Services. PlanetBids will extend to Customer a pilot program to conduct up to two (2) Reverse Auction events free of any transaction fee(s) within the term of this agreement. b) Additional Services; Fees. If requested by Customer, PlanetBids will provide any or all of the following additional services: 1 } Special customization work -up shall be provided at PlanetBids' current standard rates pursuant to an estimate provided by PlanetBids. 2) Training to Customer's designated users, in addition to that provided pursuant to Section 2(a)(1), is available as of today at the discounted rate of $350.00, for up to 2 hours online, or a rate of $1,200.00 for up to 4 hours onsite per class plus reasonable travel, living and parking expenses of the instructor, as applicable. 3) For its own internal retrieval and restoration purposes, PlanetBids will record and maintain for a limited time a back -up copy of all data appearing on Customer's website on a daily basis. For so long as PlanetBids retains such data, which period shall be at minimum co- extensive with the term of this Agreement, Customer may, during the term of this Agreement, access and retrieve data from such back up files, in text delimited Microsoft Excel format, at no cost. Additional Services related to the retrieval or restoration of any of Customer's data from such back -up files are available at PlanetBids current standard rates, which will vary depending on the level of services required, but not less than $125.00 per hour, 02000 -2016 PlanetBids, Inc. (818)992 -1771 25J -7 •SETUP ;YEAR 1 'YEAR2 YEAR YEAR4 YEAR5 -: 20162017' '.2017.2016 [201$•2018 ?20192020 20202021: 0.00 $16,41133 $16,413.33 $16,413.33 $17,234.00 $17,234.00 =,;'tiYarl d'`,eSt(I(''x(6,,° $0.00 $4,500.00 $ 4,500.00 $ 4500.00 $ 4,725,00 $ 4725.00 Na $ 4,110,99 $ 4,110.99 $ 4,110,99 $ 4,316.54 $ 4,316.54 "�f%s rtc T40 n/a $ 2375.00 $ 2,375.00 $ 2,375.00 $ 2493.75 $ 2,493.75 'ti✓~TtgTlit�; _ $ 1200.00 ,T _, • K11 5,b. ., $ 375.00 z.,v n ;A $ 28,974.92 $ 27,399.32 $ 27,399.32 $ 28,789.29 $ 26,789.29 4) Reverse Auction. If the customer chooses to activate the Reverse Auction feature and conduct Reverse Auctions through the Services, Customer does not have to purchase an additional license, but is required to pay a transaction fee for each event /solicitation transaction conducted through the Reverse Auction feature. Once activated; the Reverse Auction feature will remain activated for the balance of the term of this Agreement, including any extensions or renewals. The transaction fee for Reverse Auctions shall be 1 % of the total amount of each Reverse Auction transaction, excluding shipping and handling costs; provided that the minimum transaction fee payable for any event/solicitation transaction shall be $25.00, Within 10 days following the end of each calendar quarter, PlanetBids will invoice the Customerfor the total amount of feels) payable for all event/solicitation transactions completed during such quarter, which amounts shall be due and payable within 30 days of the date of invoice. It shall be the responsibility of Customer to collect from the supplier any portion of the transaction fee to be paid by such supplier, and to pay any taxes, duties, imposts or tariffs that are applicable to purchases via the Services. PlanetBids will extend to Customer a pilot program to conduct up to two (2) Reverse Auction events free of any transaction fee(s) within the term of this agreement. b) Additional Services; Fees. If requested by Customer, PlanetBids will provide any or all of the following additional services: 1 } Special customization work -up shall be provided at PlanetBids' current standard rates pursuant to an estimate provided by PlanetBids. 2) Training to Customer's designated users, in addition to that provided pursuant to Section 2(a)(1), is available as of today at the discounted rate of $350.00, for up to 2 hours online, or a rate of $1,200.00 for up to 4 hours onsite per class plus reasonable travel, living and parking expenses of the instructor, as applicable. 3) For its own internal retrieval and restoration purposes, PlanetBids will record and maintain for a limited time a back -up copy of all data appearing on Customer's website on a daily basis. For so long as PlanetBids retains such data, which period shall be at minimum co- extensive with the term of this Agreement, Customer may, during the term of this Agreement, access and retrieve data from such back up files, in text delimited Microsoft Excel format, at no cost. Additional Services related to the retrieval or restoration of any of Customer's data from such back -up files are available at PlanetBids current standard rates, which will vary depending on the level of services required, but not less than $125.00 per hour, 02000 -2016 PlanetBids, Inc. (818)992 -1771 25J -7 3, Use of Services. a) PlanetBids is not responsible for the content and /or transactions on Customer's website. Notwithstanding the foregoing, PlanetBids reserves the right to monitor content that uses the Services and to remove content which PlanetBids determines to be illegal, offensive, harmful or otherwise in violation of its operating policies and terminate this Agreement. 1) PlanetBids shall have the right to impose from time to time reasonable rules and regulations regarding the use of the Services. Customer agrees to comply with all such rules and regulations and with applicable laws, ordinances and regulations related to the use of Services; and not make any unauthorized commercial use of the Services or of the PlanetBids name, marks or logos. Further, Customer agrees to not use the PlanetBids websites to (i) post information anonymously or under a false name; (ii) post any unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, pornographic, profane or otherwise objectionable information of any kind, such as inducements to conduct that would constitute a criminal offense or give rise to civil or other liability, (iii) post the name of or otherwise identify or reference any service or entity that provides a service competitive to the Services. 2) If Customer uses standard identification codes, PlanetBids shall have the right to request for inspection an original copy of such codes and any necessary authorizations for use. If such identification codes are proprietary codes of third parties, such as NIGP, SIC or CSI, it shall be the responsibility of Customer to obtain the necessary licenses and Customer indemnifies and holds harmless PlanetBids from the unauthorized use or publication of any such identification codes with respect to the Services, 3) Customer represents and warrants (a) the Customer information provided is current, complete and accurate, (b) that the person signing this Agreement is authorized to bind Customer, (c) Customer will update the information (including credit card information, if applicable) as required to keep such information current, complete and accurate. PlanetBids may, in its sole discretion, cancel or terminate this Agreement if Customer has willfully violated its obligations hereunder. 4) In addition, Customer agrees to use information obtained through the Services only as necessary to the transaction of Customer and shall not use the Services for the benefit of any third party. 5) It shall be the responsibility of Customer to collect and pay any taxes, duties, imposts or tariffs that are applicable to sales via the Services. b) It is the responsibility of the Customer to (1) pre - qualify all bidding participants in a Reverse Auction, and (ii) limit access to the Services so that only Customer authorized personnel have the capability of activating the Reverse Auction feature and /or conducting Reverse Auctions. "Open to the Public" Reverse Auctions on Customer's website are not permitted. PlanetBids shall have no obligation or involvement in the conduct of any Reverse Auction or responsibility for verifying that the users are authorized by Customer to conduct such transactions. G) THE SERVICES ARE PROVIDED "AS IS." PLANETBIDS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS, 4 ©2000 -2016 PlanetBids, Inc, (818) 992 -1771 25J -8 EVEN IF PLANETBIDS HAS BEEN MADE AWARE IN ADVANCE OF SUCH POTENTIAL RISK. FURTHER, PLANETBIDS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE SERVICES OR SITES LINKED THERETO. d) PlanetBids does not at any time come into possession of the products or services acquired through the Services and is not aware of the specific use to which those items will be put. In using the Services, Customer hereby releases, indemnifies, and holds harmless PlanetBids and its agents, employees, and affiliates harmless from all claims, demands, costs and damages (actual and consequential) of every kind and nature arising out of, or in any way connected with, Bid Requests and uncompleted or completed transactions related to the Services. 4. Confidentiality. PlanetBids will take reasonable measures not to disclose website communications or information about its Customers, except to the extent that PlanetBids believes in good faith that such action is within the scope of the Services or reasonably necessary to (a) comply with the law or the directives of courts or governmental agencies; (b) enforce this Agreement; (c) respond to claims of any third party; or (d) protect the legitimate Interests of PlanetBids or its customers. Notwithstanding the foregoing, all, communications directed to PlanetBids via the website such as questions, comments, inquiries, shall be deemed to be not confidential, unless specifically agreed otherwise in advance by PlanetBids. Further, PlanetBids will have the right to use any Customer's name in connection with the advertising or promotion of the Services. 5, Copyright Protection. The PB SystemTm and all materials appearing on the PlanetBids website are protected by worldwide copyright laws and related international treaties. None of the materials may be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any form or by any means other than as described herein. All rights not expressly granted herein are reserved. Any unauthorized use of the materials appearing on PlanetBids website may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. a) Customer shall not reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose the Services, website content, the PB Systern7m or any other PlanetBids tools. Customer shall not reverse engineer, decompile, or otherwise attempt to derive source code from any software or tools accessible or available through the Services. b) Special use requests should be sent to customerservicep_PlanetBids .cam. Permission to use shall be granted in the sole discretion of PlanetBids. 6. Security. (a) The PlanetBids ordering and posting processes are protected by the Secure Sockets Layer (SSL) protocol, which encrypts your Information and confirms the identity of the PlanetBids server before allowing a transaction to be completed. Firefox 3.5+ (or better) and Internet Explorer 8.0+ (or better) support the SSL protocol are acceptable, but we recommend that you use the latest browsers to ensure that you are protected by advances in security technology. For more detailed information, please refer to the PlanetBids Privacy Policy. (b) Password- protection techniques will be provided to restrict access under Customer's account to authorized individuals. REGISTRANT ACKNOWLEDGES, HOWEVER, THAT ACCESS RESTRICTIONS, BY THEIR NATURE, ARE CAPABLE OF BYPASS AND PLANETBIDS DOES NOT GUARANTEE THAT THE SERVICES CANNOT BE ACCESSED BY UNAUTHORIZED PERSONS. Customer shall at all times maintain as confidential its user ©2000 -2016 PlanetBids, Inc. (818) 992 -1771 25J -9 names and passwords. If Customer is a corporation or other business entity, then it may allow employees to use its user name and password, but the Customer shall be responsible for all activity and charges incurred by such employees and any fees resulting from the activation of the Reverse Auction feature. Permitting third parties to use the Services is prohibited and a violation of this Agreement. (c) If a security breach occurs with respect to any account, the Customer must immediately change its password and notify PlanetBids at customerservlce (aPlanetBids.com. Customer shall be liable for any unauthorized use of the Services until PlanetBids is notified of the security breach. Other Provisions. a) Notices. PlanetBids shall provide notice to Customer via email, or (at its discretion) via certified U.S. Mail, to the address provided on the membership registration or such other address provided by Customer to PlanetBids. Customer shall provide notice to PlanetBids via email to customerservice (c.PlanetBids.com, with a copy sent via certified U.S. Mail to the address on the membership registration. Notices will be effective 6 hours after sending if sent via email (unless the sender receives a response indicating that the message was undelivered) or 3 business days after the mailing date, whether or not received. b) Assignment. Customer shall not assign this Agreement or any of its rights or obligations without the prior written consent of PlanetBids, and any such attempted assignment will be void. Subject to the above, this Agreement will be binding upon the parties' respective successors and permitted assigns. c) No Waiver. The failure of PlanetBids to exercise or enforce any right or provision under this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the these terms and conditions shall remain in full force and effect. d) Governing Law. The interpretation and enforcement of this Agreement shall be governed by laws of the United States of America and the State of California, excluding its choice of law rules and subject to the exclusive jurisdiction of the court located in Orange County, California. e) Force Majeure. PlanetBids will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by Internet outages or delays, unauthorized access (hacking), earthquakes, communications outages, fire, flood, war, an act of God, or the occurrence of any other unforeseen contingency beyond the reasonable control of PlanetBids. F) Insurance. For the term of this Agreement, at its sole cost, PlanetBids shall obtain and maintain insurance as described below: 1. 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 PlanetBid'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 M ©2000 -2016 PlanetBlds, Inc. (818) 992-1771 25J -10 occurrence, and $2,000,000 in the aggregate. Such insurance shall (a) name the Customer, 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 Customer; and (c) contain standard separation of Insureds provisions. 2. Cyber liability insurance with limits of not less than $1,000,000 for each occurrence and an annual aggregate of $2,000,000, covering claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and /or unintentional release of private information, alteration of electronic information, extortion and network security. Signature Page on Next - 02000.2016 Planet8ids, Inc. (818) 992 -1771 25J -11 Signature Page - AGREED effective as of the date first written above. PLANETBIDS, INC. CUSTOMER: Alan Zavi CEO 08/05116 (Date) David Cavazos City Manager (Date) ATTEST: Maria D. Huizar Clerk of the Council Approved as to Form: J Funk Assistant City Attorney Recommended for Approval: Francisco Gutierrez Executive Director, Finance and Management Services Agency ©2000 -2016 PlanetBids, Inc. (818) 992 -1771 25J -12 EXHIBIT "A" STATEMENT OF WORK FOR SETUP, IMPLEMENTATION AND TRAINING 1. PB SystemTM Access Services: PlanetBlds rate for maintaining the PB SystemTM vendor and bid management module is based upon an unlimited number of monthly transactions (Bids) and up to seven (7) registered users. PB SystemTM Access Services include the following: • System Administration -- PlanetBlds will be responsible for system and data back -ups, disaster recovery, system reliability, availability, privacy, and security • Hosting Infrastructure — PlanetBlds will be responsible for hosting PS SystemTM, maintaining the network, hardware and software infrastructure • Customer Service — "Level 2" customer service is available from 5:00 a.m. to 5:00 p.m. PST, Monday through Friday (see Help Desk definition below) • Account Management — PlanetBids will provide a dedicated Account Manager for post - sales support, PB SystemTM questions. 2. PB SystemTM Set -up, implementation and Training: • PlanatBids will initially load up to three (3) additional users, for Customer • PlanetBids will provide up to 2 hours onsite training to all new and current PB SystemTM licensed users for the Vendor Management, Bid Management modules and Advanced eBidding add -on module. PB SystemTM set -up, implementation and training consists of the following: A. Initial program definition The PlanetBids implementation manager will work with one (1) designated Customer project manager to develop a roadmap for system implementation. The implementation manager will define and present a project management schedule to the Customer project manager. Customer will be required to submit information according with the project management schedule. Upon completion and review of the PB SystemTM by Customer, PlanetBids will train all assigned users on -site at the Customer's training facility. B. System Implementation and administration PlanetBids will enter and configure Customer requirements into PB SystemTM for up to Three (3) additional licensed users for Customer. The following implementation services will be provided a. Seamless integration to Customer's procurement web page. 02000 -2016 PlanetBids, Inc. (818) 992-1771 25J -13 b. Online customized vendor registration form and ability to have vendors maintain their profiles. c. Complete management tools access to all users (i.e. buyers, project managers...). d. Customer specific database, e. Complete bid management from bid submission to awe -ding. f. Electronic bidding - Vendors submit bid quotes /responses online; Buyers analyze bid responses and award. g, Daily backups. h. PB SystemTM users and vendor support for the duration of the contract. 3. Professional Services PlanetBids will provide consulting services for custom reports or PB SystemTm customizations, specific to Customer, not covered by this Statement of Work at an additional charge. Additional consulting services requested in writing by Customer will be billed at a rate of $125 /hour, billed in 1 hour increments. No work will begin on professional services before a mutually agreed - upon statement of work is completed. All on -site travel expenses will be passed- through to Customer. No travel will be expensed without the prior approval of Customer's management. 4. Help Desk The PlanetBids Help Desk is available for "Level 2" support (as defined below) via our toll -free telephone number from 8:O0am to 5:O0pm PST, Monday through Friday. Email Support, support @PlanetB!ds.com as well as on -line help services are also available, Customer will be responsible for all "Level 1" support: • A level 1 support representative will attempt to answer most or all questions, including help to vendors with simple problems (edit profile, etc.) or general "how -to" questions (search functionality, bidding, etc.). More complex, technical questions should be directed to a PlanetBids level 2 support representative. A PlanetBids representative will be responsible for "Level 2" support: • A Level 2 support is more technical in nature. Level 2 questions may, for example, deal with Customer users (i.e. PB Systemlm administrative users including buyers, project administrators, etc.) or with password issues requiring special assistance, or with possible product bugs or failures. In this case, some research and investigation may be required. 5, Additional Modules - The Advanced eBidding add -on module (to the Bid Management module) for Bids and RFPs. - The Emergency Operations module license is available to all agency users and to be assigned by Customer. 10 ©2000 -2016 PlanetBids, Inc. (818) 992 -1771 25J -14 few N o CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: DONATION AGREEMENT WITH THE DELHI CENTER TO SUPPORT A SUMMER ENRICHMENT CAMP (STRATEGIC PLAN NO. 5,4) __ IT MANAGER CLERK OF COUNCIL USE ONLY: :•-:• ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with the Delhi Center for a one -time donation amount of $2,500, subject to nonsubstantive changes approved by the City Manager and the City Attorney. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015 -042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. This resolution and policy outlines the eligibility criteria for neighborhood associations and eligible non - profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non - profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in -kind funding for City Services. Councilmember Martinez recommends to appropriate $2,500 to the Delhi Center to support a summer enrichment camp that will begin in June 2016, in response to their donation request (Exhibit 1). Upon approval of this item, a donation agreement (Exhibit 2) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). 25K -1 Donation Agreement with the Delhi Center August 16, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2016 -17 General Non - Departmental account (01105015 - 62300). The $2,500 will be spent from Councilmember Martinez's appropriated amount for FY 2016 -17. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Donation Request Form 2. Donation Agreement 25K -2 a t`. City of Santa Ana Donation Request !Name: Jenny Rios Address: 1505 E. Central Ave city, state, zip: 1 Santa Ana, CA 92707 ;Email: jennyrios @dethicenter.org Name: Delhi Center City Manager's Office - M -31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 (714) 647.6200 CEO jPhone: :714- 481 -9601 !Fax: 714- 481.9698 Tax- Exempt Status: Is your organization a non - profit or public lax - exempt organization as defined under Section 501(.)(3) of the Internal Revenue Code? Select One: Yes ❑ No IIfell you willonlyqualdy fors credit for City- related costs foryourrequest il.e, permit fees, If Yes staff time, rental rates forfacilittas orequipment,etc.).Costs for Cityservices vary andif !g52620952 approved, credit may or may not cover full cost of requested City services. ax ID #: !City Services Credit (A Date Needed: !June 30, 2016 Mayor /Councgmembgr: Martinez Amount Requested: j !Direct Payment Amount !Requeste: '$2,500 Event Date: 16 -20 to 8 -19 (Event Time: Ili 7:30 am -5:30 pm IEvent Location: E. Central Ave. Santa Ana, CA 92707 [Address. City. State, Lp 1 1 Summer Endchmenl Camp: A comprehensive maT ofag. appropdale edlvitles foryouth eAea Sfo13, and ages 14 to 18. The dual goal¢ Wtheprogremare to Vav,dn IDesad doll al chepenong antlomedno activities main ®eyidnnae bond prevenlim strategies for both age groupa,whlle pmvad'mg order pe,lltlpable with 21.1 Century skills to help them p become College and Career ready. Aahvllles will Include physedel htnes;, now and performing ode, video FmduGlion, end other opportunities that well help them develop �.. Event l Purpose: healthy Restless, develop original Mlnang s kills, and Cam respond, paradpanls vell team Mlevi.vang and Storytelling sachneci and lest drugs a film pmtluctlon to showcase the net third, of their ave , and than community. Older peounpanl3 Yell ail as Junior Leaders and vve engage In a framing component for IoaderehaF die8lepnewl The funding will Cover the cost of 2 1 Ana youths lam Want 2 for the Nil g weak Camp eased they Will be engaged in Challanging, educational, and healthy adivaes i which swill lead to an anLL.l- summer produmMn Mat wall sewn as a vohado to showcase grab aaCnmpliebmente and Near..Co ity. Junior Leader.. 11 gain job training antl Community Benefit: I f.porl.r. while being mentmed by collage Masora; and will pslenlaaty s¢,a as the pool of qualified future inaimptor. Ihr expanded programming. The summer camp will hmv. am a pilot pmgmm In order to evaluate Its Impact on the youth moved and to use the houlls as the basis fin fully developed Wagr.m for eliM Debt Center Coal eeaA Igrant fdndleg In order to carcae to provdDqooewe prevention programs for at risk youth Approant Signature: 10ate: . May 18, 2016 (Mail: City Manager's Office -M -31 Email: donationrequest@santa- ana.org 20 Civic Center Plaza Fax: (714) 647.6964 P.O. Box 1968 Santa Ana, CA 92702 Donation Requi ri CSR ez.P ,a�ee a an m Coune II Mooting Dater Eligibility Mct: YES I NO Approved Antonin'_ City Manager Signature. Date: Revised 11/16/2015 SW 25K -4 CITY OF SANTA ANA DONATION AGREEMENT WITH THE DELHI CENTER 1. PARTIES AND DATE This Donation Agreement ( "Agreement ") is entered into on AUGUST 16, 2016 by and between the City of Santa Ana, a municipal corporation ( "City ") and the DELHI CENTER, a California 501(c)3 NON - PROFIT ORGANIZATION ( "Recipient "), City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2,1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient in HOSTING A SUMMER ENRICHMENT CAMP ( "Community Benefit "). The Parties wish to enter into this Agreement to establish the terns and conditions under which the City will provide funding. 2.2 Public Purpose, The City, by recommendation of COUNCILMEMBER MICHELE MARTINEZ, believes there is a public puupose in supporting the Community Benefit because it will ENGAGE YOUTH TO PARTICIPATE IN A MENTORING AND JOB SKILLS TRAINING PROGRAM. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit, 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one -time payment of TWO THOUSAND, FIVE HUNDRED DOLLARS ($2,500) for a program that will begin on Monday, June 20, 2016 and end on Friday, August 19, 2016, because the City has detenmined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the tennis and conditions provided for in this Agreement, Should Recipient fail to use the fiends for such purpose or otherwise comply fully with the terns of this Agreement, City shall have the right to terminate this Agreement and demand the return of the fiends pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10 %) per annum. Notwithstanding the foregoing, the indermification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of ;U rx T CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 3 injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver /release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver /release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assuume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement, 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. -- signatures appearing on next page -- 2 WW-V CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 3 RECOMMENDED FOR APPROVAL By: Robert C. Cortez Special Assistant to the City Manager City Manager's Office CITY OF SANTA ANA By: David Cavazos City Manager Attest: i Maria D. Auizar Clerk of the Council Approved as to Form: By:. 64m M. Funk Assistant City Attorney DELHI CENTER a 501(c)3 NON - PROFIT ORGANIZATION m. Signature Name Title 2 TI 25K -8 M CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: APPROVE PURCHASE AGREEMENTS FOR BRISTOL STREET IMPROVEMENTS PHASE 3A (PROJECT NO. 136792 NONGENERALFUND) (STRATEGIC PLAN NOS. 6, 1G; 3,2C) CITY MANAG RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED 0 As Recommended ❑ As Amended Cl Ordinance on 1't Reading ❑ Ordinance on 2nd Reading 71 Implementing Resolution El Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute purchase agreements, subject to nonsubstantive changes approved by the City Manager and City Attorney, for the full purchase price of the real property listed below, and goodwill (if any), with the following property owners: No. Property Owner Property commonly known as /location Acquisition Type Amount 1 Jose M. Marquez and 1301 West 12th Street Full $445,000 Cecilia M. Marquez (APN 004 - 113 -34) 2 Liang, Inc. 1111 North Bristol Street Full $4,635,245 (APN 405 - 274 -10) DISCUSSION Bristol Street is a north -south transportation corridor designated as a major arterial highway in the City's Circulation Element of the General Plan. Improving the 3.9 -mile Bristol Street segment from Warner Avenue to Memory Lane has been a long -term priority that is being constructed in several phases. Improvements include widening the street from two to three lanes in each direction, raised landscape medians, and bike lanes. The City is acquiring properties for the development of Phase 3A, bounded by Civic Center Drive and Washington Avenue. Property acquisitions for this phase are expected to be completed by spring 2017 and construction is anticipated to begin in summer 2017. Property acquisitions (Exhibit 1) are necessary to accommodate the improvements and widening for Phase 3A. Purchase offers were made based on the appraised values prepared by a State licensed appraiser, and the offers were accepted by the respective property owners. The purchase prices for the acquisitions listed above are shown in the corresponding agreements (Exhibits 2 and 3). 25L -1 Purchase Agreement for Bristol Street Improvement Phase 3A August 16, 2016 Page 2 Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans /projects). ENVIRONMENTAL IMPACT In 1990, City Council approved the Bristol Street Final Environmental Impact Statement /Environmental Impact Report (FEIS /EIR No. 89 -01). Due to several minor design modifications in Phase 3A, which lies between Civic Center Drive and Washington Avenue, an Addendum to the FEIS /EIR was prepared and adopted pursuant to the California Environmental Quality Act by City Council on April 7, 2015. FISCAL IMPACT Funds are available in the Bristol Street Improvements Project (No. 136792) for expenditure in FY 2016/2017 as follows: $3,048,147 in the Select Street Construction Fund (Account No. 05917661 - 66100) and $2,032,098 in the Measure M2 Street Construction Fund (Account No. 03217663- 66100), subject to nonsubstantive changes. ti APPROVED AS TO FUNDS & ACCOUNTS: ��� � +eve t�����A 11A:' 1� ✓�l� r... Fred Mousavipour Francisco Gutierrez Executive Director Executive Director Public Works Agency Finance & Management Services Agency FMNVG /JG /KN /ML Exhibits: 1. Location Map 2. Agreement for APN 004 - 113 -34 3. Agreement for APN 405 - 274 -10 25L -2 zLN (NTS7 MATCHLINE SEE BELOW RIGHT 10TH STREET 9TH STREET 405- 262 -22 F- W W Cif J [A m a G Z CIVIC CENTER DR. u F-T WXe34e[ 110 Em- EUBJE.Ci PPOPERTi ES ACC+UIRED FROFEf TIE'S ---i L-]- WASHINGTON AVENUE EXHIBIT 1 MATCHLINE SEE TOP LEFT SANTA ANA TITLE PURCHASE AGREEMENT FOR II CITY COUNCIL BRISTOL STREET IMPROVEMENTS P A AGENDA DATE PHASE 3A (PROJECT NO. 136792 Lim;��j AUGUST 16, 2016 NONGENERAL FUND) PUBLIC 'WORKS A °EF'CV (Strategic Plan No. 6, 1, G; and 3, 2, C) 25L -3 PAGE 1 OF 1 25L -4 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA "), entered into on , 2016, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer "), and, Jose M. Marquez and Cecilia M. Marquez, husband and wife as joint tenants (hereinafter "Seller "), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property ") legally described as follows: SEE EXHIBIT "A" — Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1301 West 12th Street, Santa Ana CA 92703) (APN 004 - 113 -34) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office cf Commonwealth Title Company at 4100 Newport Place Dr., Suite 120, Newport Beach, California, within sixty (90) days from and after the date on which the City has approved this Agreement. 1 Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non- monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Four Hundred Forty -Five Thousand and no /100 Dollars ($445,000.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. Exhibit 2 25L -5 4., Escrow. City agrees to open an escrow at the office of Commonwealth Title Company, 4100 Newport Place Drive, Suite 120, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within ninety (90) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re- conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City, Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. 6. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Four Hundred Forty -Five Thousand and no /100 Dollars ($445,000.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Conveyance of said real property by Seller to City as hereinabove provided; (b) Acceptance by City of a Grant Deed conveying said real property to City; 25L -6 (c) Delivery to City of the policy of title insurance as hereinabove provided; (d) Recordation of the Deed conveying said real property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. No later than fourteen (14) days after close of escrow, Seller shall have removed all merchandise, inventory, equipment, personal property, and /or removable trade fixtures from the Property. Any merchandise, inventory, equipment, personal property, and/or removable trade fixtures at the Property as of fourteen days after close of escrow shall be deemed abandoned by Seller on that date. b. If Seller does not vacate the Property by the above stated date, the Seller agrees to have the Court immediately issue a Writ of Possession and /or Assistance, directing the Marshall or Sheriff of Orange County to take physical possession of the Property in favor of the City, Seller waives the right to have the City file an unlawful detainer action, as well as waive the right to any hearing or any requirements for an application by City to obtain the Writ of Possession and /or Assistance and waives any and all rights to object to the issuance of said Writ if Seller does not vacate the Property by fourteen (14) days after close of escrow. 8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30 -day month /360 day year consistent with that statement, subject to approval of City. Seller hereby agrees not.to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements, Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs, Assigns, Successors -in- interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 25L -7 13. Acknowledgment of Full Benefits and Release. A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ( "severance damages "); precondemnation damages; claims for inverse condemnation; loss of goodwill and /or lost profits; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; damage to or loss of machinery, fixtures, inventory, equipment and /or personal property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Sellers pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority. Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. This acknowledgment and release shall survive the Close of Escrow 14. Notices. The mailing address of the City of Santa Ana Is 20 Civic Center Plaza, M -36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 1301 W 12th Street, Santa Ana, CA 92703. 15. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 16. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 17, Hazardous Waste. Neither Seiler nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ( "Hazardous Materials ") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste ", "extremely hazardous waste ", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter - Presley- Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material ", "hazardous substance ", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) 25L -8 defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 56901 et sec. (42 U.S.C. 86903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. 89601 et sec. (42 U.S.C. S9601). 18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus, 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse affect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 24, Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 25L -9 26. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 28. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 29, Authority to Execute A reg ement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 30. Incorporation of Exhibits, All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25L -10 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Jose M. Marquez and Cecilia M. Marquez, husband and wife as joint tenants Josue Marquez ' Ce ilia M. Marquez City /Buyer City of Santa Ana David Cavazos City Manager Attest: Maria D. Huizar City Clerk Approved as to Form: andoval C i f Assistant City Attorney RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director Public Works Agency Date: s — _, 2016 Date: 2016 Date: Date: 2016 2016 Date: ie �e 2016 Date: 25L -11 2016 EXHIBIT "A" LEGAL DESRIPTION All that certain real property situated in the County of Orange, State of California, described as follows: Lot 15 of Block 1256, in the City of Santa Ana, County of Orange, State of California, as per Map recorded in Book 41, Page 48 of Miscellaneous Maps, in the office of the County Recorder of said Orange County. Assessor's Parcel Number: 004 - 113 -34 25L -12 EXHIBIT "B" (Commonwealth) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30 -day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized, There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and /or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and /or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or Incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be filly released and discharged from all obligations Imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 25L -13 25L -14 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA "), entered into on ____________ 2 0 16 , between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer "), and Liang, Inc., a California Corporation (hereinafter "Seller "), (City or Buyer, and Seller jointly referred to as "Parties," individually as "Party "), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter" Property ") legally described as follows: SEE EXHIBIT "A" — Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1111 N. Bristol Street, Santa Ana, CA 92703) (APN: 405 -274 -10) Said purchase and sale of the Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey the Property to City, by Grant Deed, at the office of Commonwealth Land Title Company, 4100 Newport Place Dr„ Newport Beach, California, within sixty (60) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, the Property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to the Property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to the Property with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. Other than as expressly provided in this agreement, the City is purchasing the Property as is. 3. Title Insurance. Seller agrees to deliver to City, at City's sole cost, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Four Million Six Hundred Thirty -Five Thousand Two Hundred and Forty -Five Dollars ($4,635,245.00) Insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. 4. Escrow. City agrees to open an escrow at the office of Commonwealth Land Title Insurance Company, 4100 Newport Place Dr., Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which City has approved this Agreement. This PSA constitutes the joint escrow instructions of City and Seller and a duplicate original of this PSA shall be delivered to the Escrow Agent Exhibit 3 25L -15 upon the opening of the escrow. Escrow to close within sixty (60) days of City's execution of this PSA. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then Buyer may, at its option, request cancellation of escrow and this PSA and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this PSA shall cease and terminate, If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to City and to Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to City the cost of any transfer taxes, recording fees, cost of title insurance, re- conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of the Property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedure Section 1265.240. The liability to the Escrow Agent under this PSA is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. 6. Property Taxes. Property taxes, if any, on the Property for the fiscal year within which the Property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying the Property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying the Property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property, Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on the Property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of the Property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for the Property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Four Million Six Hundred Thirty -Five Thousand Two Hundred and Forty -Five Dollars ($4,635,245.00) City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which City has approved this Agreement after which the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Proper and valid execution and recordation of the Grant Deed conveying the Property by Seller to City as hereinabove provided; (b) Acceptance by City of the Grant Deed conveying said real property to City attached hereto as Exhibit C, which by way of execution of this PSA by City shall be deemed acceptance thereof; (c) Delivery to City of the policy of title insurance as hereinabove provided; 25L -16 7. Possession. Seller agrees to deliver to City, on the date the Grant Deed conveying the Property to City is recorded, quiet and peaceful possession of the Property, which shall be made free by Seller of all personal property. 8. Rental and Occupancy 63y Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver the same to City within twenty -one (21) days of receipt thereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30 -day month /360 -day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this PSA is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten; recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. 9. Waivers. The waiver by City of any breach of any covenant or provision herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or provision, nor a waiver of any breach of any other covenants or provision contained herein. 10. Heirs Assigns, Successors -in- Interest, This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 13. Acknowledgment of Full Benefits and Release A. By execution of this Agreement, Seller, on behalf of itself, successors and assigns, hereby acknowledges that this PSA provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury; precondemnation damages; claims for inverse condemnation; loss of goodwill and /or lost profits; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; damage to or loss of machinery, fixtures, inventory, equipment and /or personal property; any right to repurchase, leaseback, or receive any financial gain from, the sale of any portion of the Property, or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Seller pursuant to Code of Civil Procedure sections 1245245 and 1263.615 and 1263.D25; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. 25L -17 B. This PSA arose out of Buyer's efforts to acquire the Property through its municipal authority. Other than obligations contained in this PSA, the Parties, on behalf of themselves, successors and assigns, hereby fully releases each other, their successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from any and all claims and causes of action by reason of any damage which has been sustained or may be sustained as a result of the acquisition of the Property by Buyer or to construct the works of improvement thereon, or any preliminary steps thereto, This PSA does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M -36, P.O. Box 1988, in the City of Santa Ara 92701, County of Orange, State of California. The mailing address of the Seller is Liang, Inc., a California Corporation, is 11 Santa Eulalia, Irvine, California 92606. 16. Exceptions. City agrees to accept title to the Property subject to the following: NONE. 16. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their PSA. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of the Property by City. 17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ( "Hazardous Materials ") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under., in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste ", "extremely hazardous waste ", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6,5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter - Presley- Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material ", "hazardous substance ", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (A) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. 51317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 at se q. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. 59601 at sue. (42 U.S.C. S9601) 18, Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of City within which the Property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 25L -18 19. [Intentionally Left Blank] 20. Contingency. It is understood and agreed between the Parties that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of City herein. The execution of these documents and the delivery of the same to the Escrow Agent constitutes said acceptance and approval. 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 23.. Captions. Captions. and headings in this PSA, Including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 24. Governing Law, This PSA shall be governed by and construed in accordance with the laws of the State of California. 25. No Reliance By One Party On The Other, Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any Party based upon any attribution to such Party as the source of the language in question. 26. No Third Party Beneficiary, This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 27. Duty To Cooperate Further. Each Party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the Party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 28. Applicability of PSA To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective Parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25L -19 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Liang, Inc., a California Corporation By: _ Date: 2016 Its: City /Buyer City of Santa Ana David Cavazos City Manager Attest: Maria D. Huizar City Clerk Approved as to Form: J VsefS ndoval C sistant City Attorney Recommended for Approval: Fred Mousavipour Executive Director Public Works Agency Date: Date: 2016 2016 Date: 7`':�-O 2016 Date: 25L -20 2016 EXHIBIT "A" LEGAL DESIRIPTION Awthat certain real pro Crlbecl as foIlows.-: perty situated in CmWity of Orange, State of CaOfarnla, des %Parcel I of Parcel Map No,, 87-340, In the City. ofSantfi ,Aria„ Cdunly of Orange, State of California, as shown ai on a apfiled iti Book 23i Pages 4 i 49 and 5'0 of Parce[.Mapso records of Grange coiuity, CallfornIei, Asse,tsoz'g Parcel Number: 405-274-10 25L-21 EXHIBIT "B" (Commonwealth Land Title Company) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30 -day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and /or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and /or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and /or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 25L -22 When recorded, please mail this Instrument and tax statements to. Cleric of the Council City of Santa Ana 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103, EXHIBIT "C" SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCEL TA S R APPAOVSD AS TO FORM BY ATTY, APPROVED BY DIRECTOR DESCR TION WNTTHN BY DESCRDTION CIMCKED-OR A. P. NUMBER 405274.10 M MAP NDI�ER PA07SCT NUMBER I l l I North Bristol 5lxeat, Sanla Ana CA 92703 DM NDIA3ER l�-7.1rTYAll1 FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Liang, Inc„ a California corporation Do Hereby Grant to the CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California, for public roadway purposes, all that real property in the City of Santa Ana, Orange County, State of California, located at 1111 North Bristol Street, Santa Ana, CA 92703. described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF Liang, Inc., a California corporation Dated : By: Its: 25L -23 EXHIBIT "A" to Grant Deed LEGAL DESRIPTION All that certain real prm@eKty situated In theLounty of drangL, stata of as faltawsc_ Parcel 1 of Pw st Map No. 87 -340, in 6e GCty of Santa Ana, Counts} of Orange, State of California, as shown on a n'laaf9ledIn Book 2:37 Panes 48 49 and SO of Parcel Maps, records of Ondnrge County, f alffornia Assessoes Parcel Nuruber 466- 274 -10 25L -24 WON% N CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: PURCHASE AGREEMENT FOR BRISTOL STREET IMPROVEMENTS PHASE 4 (PROJECT NO. 116741 NONGENERAL FUND) (STRATEGIC PLAN NOS. 6, 1G; 3, 2C) CITY MANA R f, *eilinIJil4L,I �ZH3111[�7�1 CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 181 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 purchase agreement with property owner Philip Albert Escobedo, for the property commonly known as 1241 Camden Place (APN 015 - 214 -10), for the full purchase price for said real property and goodwill (if any), in the amount of $4,100, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION Bristol Street is a north -south transportation corridor designated as a major arterial highway in the City's Circulation Element of the General Plan. Improving the 3.9 -mile Bristol Street segment from Warner Avenue to Memory Lane has been a long -term priority project that is being constructed in several phases. Improvements include widening the street from two to three lanes in each direction, raised landscape medians, and bike lanes. The City is acquiring properties for the development of Phase 4, bounded by Warner Avenue and Saint Andrew Place. Property acquisitions for this phase are expected to be completed by spring 2017, and construction is anticipated to begin in summer 2017. The property acquisition (Exhibit 1) is necessary to accommodate the improvements and widening for Phase 4. A purchase offer was made based on the appraised value prepared by a State licensed appraiser, and was accepted by the property owner. The purchase price for the acquisition listed above is shown in the corresponding agreement (Exhibit 2). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). 25M -1 Purchase Agreements for Bristol Street Improvements Phase 4 August 16, 2016 Page 2 Approval of this item also supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans /projects). ENVIRONMENTAL IMPACT In 1990, City Council approved the Bristol Street Final Environmental Impact Statement /Environmental Impact Report (FEIS /EIR No. 89 -01). Due to several minor design modifications in Phase 4, which lies between Warner Avenue and St. Andrew Place, an Addendum to the FEIS /EIR was prepared and adopted pursuant to the California Environmental Quality Act by City Council on April 7, 2015. FISCAL IMPACT Funds are available in the Bristol Street Improvements Project (No. 116741) for expenditure in FY 2016 -2017 as follows: $2,050 in the Select Street Construction Fund (Account No. 05917661 - 66100), and $2,050 in the Measure M2 Street Construction Fund (Account No. 03217663- 66100), subject to nonsubstantive changes. Public Works Agency FM /EWG /JG /ML Exhibits: 1. Location Map 2. Agreement for APN 015 - 214 -10 APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Iu Finance & Management Services Agency 25M -2 MATCHLINE SEE BELOW RIGHT f I I i I I 1 408336.17 I ST GERTRUDE PL I 14os.471.ar1 i i 409.4]1 -17 I I 4asa71.ae j W Lu fr co a �r W .- .- .7..7... I Re'L. -L. -L. -L I I I I I I m�w L oaa I -- ----i 0154&1 -23. d15-994.241 - - - - -� 016- 194.25 015.154.39; 01 s.i 94 @9: 'P15.194.36; I I ! WARNER AVENUE LEGEND: Em - SUBJECT PROPERTY - AOUIRF -U PPOPEPTIES i I _..T..T--7 .. -7- i I ST ANDREW PL 4 ' a I CARL IN PL T T 'l o I I ..T.. r.. T -- GLENWOOD PL -7 -- - i I I i N l I I N ' ' N - -7 -T - -T m' `7 ph I I I I— n co J m I I I I I I I CAMDEN PL ± i J °. ST ANNE PL I I . T " -T . T� EXHIBIT 1 MATCHLINE SEE TOP LEFT SANT4nA ANA PURCHASE AGREEMENT FOR P ) 4 AUGUST 16 DATE: PHASE 4 (PROJECT FN 6741 IMPROVEMENTS PUBLIC WORKS kQENE. (Strategic Plan No. 6, 1, G and 3, 2, C) 25M -3 PAGE 1 OF 1 25M -4 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA "), entered into on 2016, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer "), and Philip Albert Escobedo, an individual (hereinafter "Seller "), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property ") legally described as follows: SEE EXHIBIT "A" — Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1241 W. Camden Place, Santa Ana, CA 92707) (APN: 015- 214 -10) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at _...._the office of First American Title Insurance Company, 2. First American Way, Santa Ana,. California, within sixty (60) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. S. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of One Thousand Eight Hundred Eighty Five and no /100 Dollars ($1,885.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. E''J kit 5 4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re- conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B " of the General Provisions of this Agreement. 5, Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, the total sum of Four Thousand and Five Hundred no /100 Dollars ($4,500.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Conveyance of said real property by Seller to City as hereinabove provided; 25M -6 (b) Acceptance by City of a Grant Deed conveying said real property to City; (c) Delivery to City of the policy of title insurance as hereinabove provided; (d) Recordation of the Deed conveying said real property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. 81 Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30 -day month /365 -day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. % Heirs, Assigns, Successors4ri- Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property. 13. Acknowledgment of Full Benefits and Release A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ( "severance damages "); precondemnation damages; claims for inverse condemnation; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of 25M -7 necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Sellers pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority. Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto, This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property, This acknowledgment and release shall survive the Close of Escrow. 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M -36, P.O. -- - - - - -- -Box 1988; in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 1241 W. Camden Place, Santa Ana, CA 92707. 15, Exceptions. City agrees to accept title to said real property subject to the following: NONE. 16. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 17. Hazardous Waste, Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ( "Hazardous Materials ") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste ", "extremely hazardous waste ", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter - Presley- Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material ", "hazardous substance ", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant 25M -8 to Section 311 of the Clean Water Act, (33 U.S.C. 51317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 56901 et seq. (42 U.S.C. S6903) or (A) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42, U.S.C. 59601 et se q, (42 U.S.C. 59601). 18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, ________permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 22, Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 24. Governing Law, This PSA shall be governed by and construed in accordance with the laws of the State of California. 25. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the 25M -9 provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 28. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 29. Authority to Execute Agreement, Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25M -10 IN WITNESS WHEREOF, the Parties hereto have executed this Purchase and Sale Agreement on the date and year first written above. Philip Albe edo, an individual CITY OF SANTA ANA: City /Buyer David Cavazos City Manager ATTEST: Maria D. Huizar City Clerk ...• ME e �- Assistant RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director Public Works Agency Date: N1u Y/', 2016 Date: .2016 Date: 2016 Date: c�� 0 2016 Date: 25M -11 2016 EXHIBIT `A' LEGAL DESCRIPTION FOR RIGHT OF'"'AY PURPOSES - AP No. 019 - 214 -10 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF LOT I OF TRACT NO. 1383, PER MAP RECORDED IN BOOK 41, PAGE 47 OF MISCELLANEOUS MAPS, IN TIME OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTHWESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT IN THE SOUTH LINE OF SAID LOT, SAID POINT LYING DISTANT THEREON SOUTH 88 °10'21" EAST, 11.25 FEET FROM THE INTERSECTION OF SAID SOUTH LINE WITH THE WEST LINE OF SAID LOT; THENCE, NORTH 43 °12'04" WEST, 15.92 FEET TO A POINT TiV SAID WEST LINE, SAID POINT LYING DISTANT THEREON NORTH 1046"14" EAST, 11.25 FEET, FROM SAID INTERSECTION. CONTAINING AN AREA OF 42 SQUARE FEET, MORE OR LESS. ALL AS SHOWN ON EXHIBIT `B', ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS OF RECORD, AND RIGHTS OF WAY, IF ANY. THIS DESCRIPTION HAS BEEN PREPARED BY ME ON s�55AM soo' SEPTEMBER 22, 2015 ANTHONY C. CUOMO, PLS 6042 All hthanvo.cuomo Lt. A No.*042 , OF 25M -12 GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30 -day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and /or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and /or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this - escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shaft ipso facto be Fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of net less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and /or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 25M -13 25M -14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: APPROVE AMENDED AND RESTATED SOLID WASTE SERVICES AGREEMENT WITH USA WASTE OF CALIFORNIA, INC. (DBA WASTE MANAGEMENT OF ORANGE COUNTY) (STRRA-TEE-G'IC PLAN NO. 4, 1) CITY MANAGgjr RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 " Reading ❑ Ordinance on 2 "6 Reading ❑ Implementing Resolutlon ❑ Set Public Hearing For CONTINUED TO Approve the proposed Amended and Restated Solid Waste Services Agreement with USA Waste of California, Inc. (dba Waste Management of Orange County). Authorize the City Manager to explore the pros and cons of a possible extension of the Solid Waste Services Agreement with USA Waste of California, Inc. (dba Waste Management of Orange County) for Council's future discussion and direction. DISCUSSION On June 30, 1993, at the completion of a Request for Proposals process, the City entered into an agreement with Great Western Reclamation for solid waste collection and handling. On June 1, 1996, the City approved an "Amended and Restated Agreement for Collection and Handling of Solid Waste Generated and /or Accumulated in the City of Santa Ana" to implement a new curbside service collection program and to extend the agreement to June 30, 2008. On June 19, 1997, the City entered into a "Second Amended and Restated Agreement for the Collection and Handling of Solid Waste Generated and /or Accumulated in the City of Santa Ana" with Great Western Reclamation, a division of Waste Management Collection and Recycling, Inc. (formerly Great Western Reclamation) to clarify the responsibilities associated with the collection, handling, and processing of solid waste collected by Waste Management. On April 3, 2006, the City approved an agreement entitled "Third Amended and Restated Agreement for the Collection and Handling of Solid Waste Generated and /or Accumulated in the City of Santa Ana" with USA Waste of California, Inc., dba Waste Management of Orange County (formerly Great Western Reclamation, a division of Waste Management Collection and Recycling, Inc.) in order to, among other things, recognize advancements in environmental stewardship and to extend the term of the Agreement to June 30, 2018. In December 2015, the City Council approved a consultant services agreement to analyze the City's waste services rates and level of service in comparison with comparable cities in Orange County. In addition to analyzing solid waste services, the consultant was also tasked with providing an analysis of the options for either a new or extended contract. During this process, the City Attorney recommended restating all amendments to the current solid waste services agreement into a single Amended and Restated Agreement ( "Proposed Agreement "), and clarifying the pass- through and impact fees, for 25N -1 Amended and Restated Agreement with USA Waste of California, Inc. (dba Waste Management of Orange County) August 16, 2016 Page 2 tracking and transparency purposes, as well as compliance with State legal requirements. The possibility of amending and restating the current agreement was discussed with Waste Management of Orange County ( "Waste Management ") and they agreed. However, they requested that the City explore the pros and cons of a possible extension of the current agreement for Council's future discussion and direction. The Proposed Agreement does not present any new terms or conditions, nor are there any customer rate changes. It is a consolidation of all of the previous amendments and agreements and identifies a single franchise fee to replace a number of miscellaneous charges and transfers to the City (i.e., Program Surcharge, Administrative, NPDES, and other fees added to the cost of services). All of the fees from residential, commercial, and industrial services will be consolidated and set forth as a single Franchise Fee of 26.15 percent. The City currently collects residential waste service charges and then remits payment for services to Waste Management. The City retains the portion of the service charges related to the City's refuse operation. Waste Management currently collects commercial and industrial waste service charges and remits the related fees to the City. Under the Proposed Agreement, total revenue collection will remain the same. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #4 — City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Residential and non - residential solid waste revenues will continue to be deposited into the Refuse Enterprise Fund (Account No. 06917002 - various) for budgeted distributions to the Federal Clean Water Protection Enterprise (Account Nos. 05717002 -53723 and 05717002- 53724) and the General Fund (Account Nos. 01117002-50052 and 01117002- 57700). Ote Fred Mousavipour Executive Director Public Works Agency f S is Carvalho ity Attorney FM /MLM /ck APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibit: 1. Proposed Amended and Restated Agreement 25N -2 FOURTH AMENDED AND RESTATED AGREEMENT FOR COLLECTION AND HANDLING OF SOLID WASTES GENERATED, PRODUCED AND /OR ACCUMULATED IN THE CITY OF SANTA ANA by and between THE CITY OF SANTA ANA moo USA WASTE OF CALIFORNIA INC. EXHIBIT I 25N -3 TABLE OF CONTENTS Page RECITALS..................................................................................................... ............................... I I, GRANT OF CONTRACT: ................................................................................................ 2 2. TERM OF CONTRACT: .................................................................... ............................... 2 3. DEFINITIONS: ........ ......................................................................................................... 2 4. SCOPE OF SERVICE: ....................................................................... ............................... 6 5. COLLECTION HOURS: ................................................................................................... 6 6. HOLIDAYS: ....................................................................... .............................................. 7 7. FREQUENCY OF COLLECTIONS:.... ........................................................................... . 7 8. MAINTENANCE OF SCHEDULES: ............................................................................... 7 9. EXCLUSIVENESS OF AGREEMENT: ........................................................................... 7 10. SOLID WASTE FRANCHISE FEE: ... ...................... ...................................................... 8 11. AUTOMATED SYSTEM: ......................... ............................ .......... ................. ............ 9 (a) -(f) Intentionally Omitted (g) REPLACEMENT OF RESIDENTIAL AND COMMERCIAL COLLECTION VEHICLES ................................................... ............................... 9 12. COLLECTION POINTS AND REQUIREMENTS: ......................................................... 9 13, SERVICES TO BE PROVIDED BY CONTRACTOR TO CITY FOR CITY OPERATIONS: ................................................................................................................ 10 (a) CITY GOVERNMENT OPERATIONS .............................. ............................... 10 (b) STREET SWEEPING ........................................................... ............................... 10 (c) NEIGHBORHOOD CLEANUPS ......................................... ............................... 10 14. COLLECTION, RECYCLING, YARD WASTE DIVERSION AND DISPOSAL, REQUIREMENTS: .......................................................................................................... 11 (a) CURBSIDE SERVICE ......................................................... ............................... 11 (1) Non - Recyclable Solid Waste Collection and Recycling Plastic Carts.......................................................................... ............................... 11 (2) Recyclable Solid Waste Collection and Recycling Plastic Carts ............. 11 (3) Yard Waste Collection and Recycling Plastic Carts . ............................... 11 (b) BIN SERVICE ...................................................................... ............................... 11 (c) ROLL -OFF SERVICE .......................................................... ............................... 12 (d) TEMPORARY BIN SERVICE ............................................ ............................... 11 i 25N -4 TABLE OF CONTENTS (continued) Page (e) PARKWAY CLEAN -UP FOLLOWING GARAGE SALES 12 ffl ALLEY CLEAN -TIP FOLLOWING THE 1ST OF EACH MONTH ................ 12 28. SPECIAL BIN SERVICES AND CUSTOMER SERVICE REQUIREMENTS .......... 19 29. MINIMUM SERVICE LEVELS - MULTI - FAMILY RESIDENTIAL BUILDINGS: ................................................................................................................... 20 30. MINIMUM SERVICE LEVELS - COMMERCIALANDUSTRIAL BIN SERVICE AND ROLL -OFF SERVICES.. ...................................... 20 31, SERVICE STANDARDS: ............................................................................................... 21 ii 25N -5 (g) DISPOSAL ........................................................................... ............................... 12 15. [RESERVED] 16, CIWMA REPORTING REQUIREMENTS: ................................................................... 13 17. SRRE CONSULTANT: .................................................................................................... 13 18. PUBLIC EDUCATION SERVICES: .............................................................................. 14 19. STANDARDS FOR COLLECTION, EQUIPMENT AND NOISE: .............................. 15 20. MAINTENANCE OF BINS AND ROLL -OFF CONTAINERS :...... .............................15 21. COLLECTION OF SULKY ITEMS: ................. ........ .................................................. 16 22. CURBSIDE SERVICE PAYMENTS: ............................................................................ 17 23. RESIDENTIAL BIN SERVICE RATES: ........................................ ............................... 17 24. COMMERCIALANDUSTRIAL BIN SERVICE RATES: ............................................. 17 25. ROLL -OFF SERVICE RATES: ...................................................................................... 18 26. COMPENSATION FOR GRANTS: ............................................................................... 18 27. ADJUSTMENTS TO CHARGES: .... ......................................... ................................... 18 (a) HAULING AND PROCESSING CHARGES ...................... ............................... 18 (1) PRICE INDICES ...................................................... ............................... 18 (2) CURBSIDE SERVICE ............................................. ............................... 18 (3) BIN SERVICE AND ROLL -OFF SERVICE .......... ............................... I8 (b) GATE FEES .......................................................................... ............................... 19 (c) SOLID WASTE FRANCHISE FEE ..................................... ............................... 19 (d) SMART FEES... .......................................... I .................... ................. ................ 19 28. SPECIAL BIN SERVICES AND CUSTOMER SERVICE REQUIREMENTS .......... 19 29. MINIMUM SERVICE LEVELS - MULTI - FAMILY RESIDENTIAL BUILDINGS: ................................................................................................................... 20 30. MINIMUM SERVICE LEVELS - COMMERCIALANDUSTRIAL BIN SERVICE AND ROLL -OFF SERVICES.. ...................................... 20 31, SERVICE STANDARDS: ............................................................................................... 21 ii 25N -5 TABLE OF CONTENTS (continued) Page 32. SUPERVISION: .............................................................................................................. 21 33. TITLE TO SOLID WASTE: ........................................................................................... 21 34, FAILURE TO COLLECT: .............................................................................................. 21 35. DEFAULT, DAMAGES AND TERMINATION OF AGREEMENT: ......................... 22 36. LIQUIDATED DAMAGES:., . ........................................................................................ 24 37. USE BY CITY OF CONTRACTOR'S EQUIPMENT: .................................................. 25 38, COMPLAINTS: ....................................... ........................................ .............................. 25 39. COMPENSATION REDUCTION DURING STRII{E PERIOD: .................................. 25 40. FEES AND GRATUITIES: .............................................................................. .............. 26 41. LEGAL RELATIONS AND RESPONSIBILITIES: . ...................... ............................... 27 (a) Applicable Laws ................................................................... ............................... 27 (b) Personnel ................................................................................. .............................27 (c) Permits and Licenses ............................................................. ............................... 27 (d) Workers' Compensation Policy ............................................ ............................... 27 (e) Public Liability Insurance .................................................... ............................... 27 (t) insurance Responsibility for CITY Owned Solid Waste Collection and RecyclingVehicles ............................................................... ............................... 28 (g) Indemnification ....................................................................... .............................28 (h) Enforcement. of Scope of Services ........................................ ............................... 29 (i) Waivers ................................................................................... .............................29 42. SUBCONTRACTORS AND MANAGEMENT: ............................................................ 29 43. ACCOUNTING AND AUDITING: ...................................... ......................................... 29 44. BOND: ............................................................................................. ............................... 30 45. MEDIA RELATIONS: .................................................................................................... 30 46. NOTICES: ........................................................................................................................ 30 47. GENDER AND NUMBER: ............................................................................................ 31 48. VALIDITY: .......................................... ..................................................................... .... 31 49. ASSIGNABILITY: .......................................................................................................... 31 50. GOVERNING LAW: ........................... .................................................................... ...... 31 WASTE MANAGEMENT HOLDINGS INC. (WMH) GUARANTEE ..... ............................... 33 iii 25N -6 TABLE OF CONTENTS (continued) EXHIBIT "A" - SPECIFICATIONS ........... ............................... EXHIBIT "B" -- NOT REQUIRED EXHIBIT "C" _ RATES ....................... ............................... EXHIBIT "D" — NOT REQUIRED iv 25N -7 Page .......................... 36 ............................... 40 FOURTH AMENDED AND RESTATED AGREEMENT FOR COLLECTION AND HANDLING OF SOLID WASTE GENERATED AND /Olt ACCUMULATED IN THE CITY OF SANTA ANA This FOURTH AMENDED AND RESTATED AGREEMENT, made and entered into this 16th day of August, 2016 by and 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 ")," and USA Waste of California Inc., a Delaware corporation dba Waste Management of Orange County, formally Great Western Reclamation, a division of Waste Management Collection and Recycling, Inc, a California corporation, hereinafter called, "CONTRACTOR," RECITALS 1. The Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989, Division 30 of the California Public Resources Code, commencing with Section 40000 ( "CIWMA "), declares that it is within the public interest to authorize and require local agencies to make adequate provisions for Solid Waste handling within their jurisdictions. 2. In the opinion of the City Council of the City of Santa Ana, the public health, safety and wellbeing require that the collection, transportation, and recycling, diversion by means of composting, mulching and /or transforming, and disposal of Solid Waste, including, but not limited to, the frequency and means of such collection, transportation and recycling, yard waste diversion or disposal, and the charges and fees therefore, be provided by contract to a qualified contractor, 3. On June 30, 1993, CITY and CONTRACTOR entered into an agreement for such Solid Waste collection and handling (the "Original Agreement "). 4. Since the execution thereof, CITY and CONTRACTOR jointly concurred that it would be in the best interest of the CITY and the residents therein that the Original Agreement be revised to provide for Solid Waste collection, recycling and disposal of Curbside Service Units by means of automated Solid Waste collection vehicles and Solid Waste collection and recycling plastic Carts. 5. On June 1, 1996, CITY and CONTRACTOR entered into an agreement entitled "Amended and Restated Agreement for Collection and Handling of Solid Waste Generated and /or Accumulated in the City of Santa Ana" (hereinafter referred to as "Amended Agreement" to effectuate the new curbside service collection prograln. 6. On June 19, 1997, CITY and Contractor entered into an Agreement entitled "Second Amended and Restated Agreement for the Collection and Handling of Solid Waste Generated and /or Accumulated in the City of Santa Ana" to clarify the responsibilities associated with the collection, handling, and processing of solid waste collected by Contractor. 7. On April 3, 2005, CITY and CONTRACTOR entered into an Agreement entitled "Third Amended and Restated Agreement for the Collection and Handling of Solid Waste 1 25N -8 Generated and/or Accumulated in the City of Santa Ana" ("Third Amended Agreement"), in order to, among other things: (i) extend the term of the Agreement to June 30, 2018, (ii) incorporate new programs to increase recycling and reduce illegal disposal of used oil, as well as to reduce illegal dumping and litter throughout the City and (iii) include measures to ensure continued compliance with the 50% diversion requirements as imposed by the State of California. 8. The parties again desire to amend the Third Amended Agreement in its entirety to incorporate the provisions of previous amendments and to clarify, update and realign the financial provisions of the Agreement. The City Council of the City of Santa Ana., hereby desires that CONTRACTOR be engaged to provide for both the collection of Solid Wastes within the corporate limits of the City of Santa Ana and the transportation of such Solid Wastes to appropriate places of processing, recycling, yard waste diversion, and disposal, and to perform such services on the terms and conditions set forth in this Agreement. NOW, THEREFORE, for the reasons recited above, and in consideration of the respective and mutual covenants and promises hereinafter contained and made, and subject to all the terns and conditions hereof, the parties hereto do hereby agree as follows: 1. GRANT OF CONTRACT: CITY hereby grants to CONTRACTOR, for the term hereinafter set forth, the contract, right and privilege to collect, recycle, divert by means of composting, mulching, and/or transforming, dispose and transport, to appropriate facilities as set forth in this Agreement, all Solid Wastes (as herein defined and subject to the terms herein) generated, produced, kept and /or accumulated in the City of Santa Ana, and CONTRACTOR, subject to all of the terms hereof, hereby accepts and agrees to faithfully perform such contract and obligation. 2. TERM OF CONTRACT: The term of this Agreement shall begin upon execution of this Agreement and shall extend to June 30, 2018. 3. DEFINITIONS: As used in this Agreement, the following words and phrases shall have the meaning assigned in this section, unless the context at the point of usage clearly requires a different meaning. (1) Agreement shall mean this Amended and Restated Agreement, including the exhibits thereto and the documents incorporated herein by reference. (2) Auditor shall mean the certified public accountant firm retained by City for auditing services, (3) Bin Service shall mean all Solid Waste collection services provided by CONTRACTOR by means of front- loaded collection bins of various sizes. 2 25N -9 (4) California Integrated Waste Management Act ( "CIWMA ") shall mean that act codified by California Public Resources Code Sections 40000 et seq., and any subsequent amendments thereto. (5) California Integrated Waste Management Board shall mean the Board created by the California Integrated Waste Management Act, and any subsequent modifications thereto, and shall encompass any other agency which assumes the duties of this Board. (6) CITY shall mean the City of Santa Ana. (7) City Attorney shall mean the City Attorney of CITY. (8) City Council shall mean the City Council of CITY. (9) City Manager shall mean the City Manager of CITY. (10) Clerk of the Council shall mean the Clerk of the Council of CITY. (11) Code shall mean the Municipal Code of CITY, both codified and miscellaneous ordinances. (12) Commercial /Industrial Bin Service shall mean Bin Service which is provided by CONTRACTOR to commercial and /or industrial units. (13) Commercial Solid Wastes shall mean Solid Waste originating from stores, business offices, commercial warehouses, hospitals, educational, health care, military and correctional institutions, non - profit research organizations and government offices. (14) Compost means the product resulting from the controlled biological decomposition of 3 organic wastes that are source separated from the Solid Waste stream. (15) Composting means a method of waste treatment which produces a product meeting the definition of "compost" herein. (16) Composting Facility means a state permitted Solid Waste facility at which composting is conducted and which produces a product meeting the definition of compost. (17) Construction and Demolition Solid Waste includes Solid Wastes, such as building materials, and packaging and rubble resulting from construction, remodeling, repair and demolition operations on streets, pavements, houses, commercial buildings, and other structures, (18) Contract shall mean this Agreement, entered into between CITY and CONTRACTOR. (19) CONTRACTOR shall nn= USA Waste of California Inc., a California corporation, and shall also include the parent company Waste Management, Inc. (20) Curbside Service Unit shall mean each single family residence and duplex unit which receives curbside collection services provided by CONTRACTOR. This shall include 25N -10 commercial curbside users and any multi- family, business or professional user which does not require Bin Service as determined by the Executive Director. (21) Customer shall mean a user of CONTRACTOR's bin or roll -off container service. (22) Disposal Site shall mean any licensed landfill site permitted by the California Integrated Waste Management Board for the receipt and ultimate disposition of Solid Waste. (23) Executive Director shall mean the Executive Director of Public Works of CITY, or his or her designate. (24) Gate Fees shall mean those charges by a Disposal Site for Solid Wastes disposed of at said site. Gate Fees are also known as "tipping" fees and "landfill" fees. (25) Gross Receipts means and includes all revenues actually received by CONTRACTOR arising from, or attributable to, the services provided by CONTRACTOR to its Customers in the CITY pursuant to this Agreement. Gross Receipts include Gate Fees as defined herein. Gross Revenue does not include any revenue received by CONTRACTOR from the sale of Recyclable Solid Waste. Notwithstanding the above, "Gross Receipts" shall not include any SMaRT Fees collected by the CONTRACTOR from the customer as authorized by Section 7 of Exhibit "C" herein. (26) Hauling Charges shall mean those portions of the curbside, bin, roll -off and other rates provided for in this Agreement which compensate CONTRACTOR for the Solid Waste collection and transporting services required of CONTRACTOR under this Agreement. The parties have agreed upon the initial Hauling Charges as set forth hereinafter, and such charges are subject to adjustments as provided in this Agreement. (27) Hazardous Wastes are those wastes which, because of their physical or chemical characteristics, and are defined as a "hazardous substance" or "hazardous waste" pursuant to the Resource Conservation and Recovery Act" ( "RCRA" ), cannot be disposed of in a Class III landfill under the applicable laws and regulations of the State of California. (28) Industrial Solid Wastes means Solid Waste originating from mechanized manufacturing facilities, factories, refineries, and publicly operated treatment works, and /or Solid Wastes placed in bins and /or roll-off containers. (29) Licensed Equipment means the Solid Waste collection and Recycling vehicles and Solid Waste collection and Recycling plastic carts licensed by the CITY to the CONTRACTOR pursuant to Section 11 of this Agreement. (30) Materials Recovery Facility meats a facility permitted as a Solid Waste Facility by the California Integrated Waste Management Board for sorting, separating and processing of Recyclable Solid Wastes as well as the segregation and transportation of non - Recyclable Solid Wastes to a Disposal Site. 4 25N -11 (31) Permitted Solid Waste Facility means a Solid Waste facility for which there exists a Solid Waste Facilities Permit issued by the local enforcement agency and concurred in by the California Waste Management Board. (32) Person shall include, without limitation, associations, clubs, societies, firms, partnerships, sole proprietorships, corporations, schools; colleges and all governmental agencies and entities, as well as individuals, including the officers of such associations, corporations, etc. (33) Processing means the reduction, separation, recovery, conversion or Recycling of Solid Waste. (34) Processing Charges shall mean those portions of the curbside, bin, roll -off container and other rates provided for in this Agreement which compensate CONTRACTOR for Processing Solid Wastes collected by CONTRACTOR in the CITY and delivered by CONTRACTOR to a designated Materials Recovery Facility or Composting Facility, The parties have agreed upon the initial Processing Charges, as set forth hereinafter, and such charges are subject to adjustments as provided in this Agreement. The cost of transporting the residue of the CITY'S Solid Waste stream to a Disposal Site after Processing the Recyclable Solid Wastes therefrom and the cost of transporting Recyclable Solid Wastes to their ultimate destination shall be deemed part of this Processing Charge, but the gate fee charged at said Disposal Site for depositing said Solid Waste residue shall not be included in the Processing Charge. (35) Recyclable Solid Waste means and includes those Solid Wastes which may be sorted, cleansed, treated, processed and /or reconstituted for purposes of reuse. Recyclable Solid Wastes are not a separate category of materials, but merely an evolving portion of the entire stream of Solid Waste generated within the CITY. (36) Recycling means collecting, sorting, cleansing, treating, Processing and reconstituting Recyclable Solid Wastes for the purpose of reuse or sale. (37) Residential Bin Service shall mean Bin Service which is provided by CONTRACTOR to any and all residential users which request or require such services pursuant to this Agreement. (38) Residential Solid Waste means Solid Waste originating from single - family or multiple family dwellings. (39) Roll -Off Service shall mean Solid Waste collection from transportable containers of 10 cubic yards or larger which are dropped off at a residence, commercial or industrial establishment and later removed for collection of contents of said container. ROLL -Off Service includes compactors which may be used with roll -off containers. (40) Solid Waste shall mean all Solid Wastes, including, but not by way of limitation, Recyclable Solid Wastes, whether now recyclable or not, generated and /or accumulated by all residential, commercial and industrial sources, and at all construction and demolition sites within the CITY excluding that Solid Waste referred to in Section 9(a) herein; provided, however, that Solid Waste shall not be deemed, for purposes of this Agreement, to include any Hazardous Wastes as defined hereinabove. 25N -12 (41) Solid Waste Facility shall include a Composting Facility, Materials Recovery Facility or a transfer station. (42) Source Reduction and Recycling Element shall be the CITY'S plan for meeting the requirements of CIWMA. (43) Waste Type means identified wastes having the features of a group or class of wastes that are distinguishable from any other Waste Type, as identified by the CITY'S Source Reduction and Recycling Element. (44) Yard Waste means any wastes generated from the maintenance or alteration of public, commercial or residential landscapes including, but not limited to, leaves, yard clippings, tree trimming, brush, weeds and pruning. (45) Yard Waste Diversion shall mean the diversion from the waste stream of yard waste or organic waste and the composting, mulching, and /or transformation thereof. 4. SCOPE OF SERVICE: (a) CONTRACTOR shall furnish all labor, material, facilities acid equipment necessary, except for those vehicles and equipment which the CITY shall license to CONTRACTOR pursuant to Section I I herein, for the collection of all Solid Waste originating, generated and /or accumulated by any person within CITY boundaries, as they now exist or may hereafter exist, and shall transport, process, Recycle, divert by means of composting, mulching and/or transforming and /or dispose of said Solid Waste in compliance with the terms of this Agreement. (b) All Solid Waste collected by CONTRACTOR within the CITY shall not be commingled in equipment and /or vehicles used by CONTRACTOR, whether such equipment and vehicles are owned by or licensed to CONTRACTOR pursuant to Section 11 herein, with Solid Waste from any other jurisdiction or person from outside the CITY limits; however, in the event of an emergency vehicle breakdown, a vehicle from a neighboring jurisdiction may complete the route of the vehicle which broke down. In this case, the CONTRACTOR must notify the CITY in writing within twenty four (24) hours of such emergency breakdown and must also provide the CITY with the allocation of tonnages contained in the vehicle. 5. COLLECTION HOURS: (a) All collections from residential areas shall be made between the hours of 6:00 a,m. and 6:00 p.m. Collections from commercial and industrial locations greater than 100 feet from residential units may start at 3:00 a.m. and must terminate by 9:00 p.m., however, if complaints are received from such residential units, the Executive Director may direct that collections in such areas shall be made between the hours of 6:00 a.m. and 6:00 p.m. and in that event CONTRACTOR agrees to comply with such order. (b) Notwithstanding section (a) above, Solid Waste collected pursuant to Section 13 hereto shall be collected pursuant to the provisions contained therein. 25N -13 6. HOLIDAYS: Where, on a given route, the day of collection would be a legal holiday, CONTRACTOR shall collect along said route on the work day next following said legal holiday acid collection on each day during said holiday week shall be similarly delayed one day. Legal holidays for the purpose of this Agreement shall be New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and such other days as may be mutually agreed upon in advance by the parties, FREQUENCY OF COLLEC'T'IONS: The Contractor will collect all Solid Waste from all areas of the CITY at least once each week and in addition will provide more frequent service for those Customers using the Bin Services or Roll -Off Services supplied, by CONTRACTOR if requested by a Customer or if required by the CITY. Contractor shall provide additional collection services as set forth in Sections 14 (e) and (f), 8. MAINTENANCE OF SCHEDULES: Presently existing routes, schedules and times for collection of Solid Waste shall be maintained but may be changed by authorization of the Executive Director and at least one week's advance notification by CONTRACTOR to occupants of the buildings in the area where the changes are to be made. 9. EXCLUSIVENESS OF AGREEMENT: The CONTRACTOR shall have the exclusive duty, right and privilege to collect, transport, process, Recycle, divert by means of composting, mulching, and /or transforming, retain and dispose of all Solid Waste, as defined in this Agreement, generated and/or accumulated within the CITY, except as provided below, CONTRACTOR recognizes that this grant of exclusiveness is subject to the restraints provided in Public Resources Code Sections 49520 et seq. (a) The grant of exclusiveness shall not include Construction and Demolition Solid Waste which has accumulated and /or been generated at a temporary construction site and which is being disposed of in roll -off containers or in bins. (b) This Agreement shall not prohibit the persons who generate Solid Waste, or the persons who own the premises upon which solid waste has been generated or accumulated, from personally collecting, transporting and disposing of their own Solid Waste so long as they dispose of such Solid Waste at a site permitted by the California Integrated Waste Management Board in accordance with all governing laws and regulations. (c) This Agreement shall not prohibit the persons who generate Solid Waste, or the persons who own the premises upon which Solid Waste has generated or accumulated, from: (1) selling their Recyclable Solid Wastes, or, (2) donating their Recyclable Solid Wastes; provided, however, that in both instances: (a) the person must, on its premises, personally segregate (by Waste Type) from other Solid Waste the Recyclable Solid Waste to be sold or donated, and (b) the person may not pay the buyer or the donee any sums, consulting fees or other fees in lieu of 7 25N -14 charging for collection, or other tangible consideration for collecting, Processing or transporting such segregated Recyclable Solid Wastes. A person who simply receives a discount of, or reduction in, the collection and disposal service rates of its unsegregated Solid Waste shall not be deemed to be selling or donating Recyclable Solid Wastes for purposes of this exception. (d) This Agreement shall not prohibit a gardener, tree trimmer or person engaged in landscape maintenance who has a business license to operate in the CITY from collecting yard waste or other organic Solid Wastes which it generates as an incidental portion of providing its licensed services. Any yard waste or other organic Solid Waste collected pursuant to the exception provided by this subsection must be transported by the gardener, tree trimmer or person to a composting facility permitted by the California Integrated Waste Management Board in accordance with all laws and regulations. (e) This Agreement shall not prohibit collectors of Solid Waste originating outside the CITY from hauling such Solid Waste over CITY streets, provided such collectors comply with any governing laws or ordinances. (f) CONTRACTOR's right to collect and/or dispose of Solid Waste shall not be exclusive in the event of a failure to collect under Section 34 of this Agreement during which CONTRACTOR fails to maintain substantially complete regular collection services pursuant to this Agreement and the collection schedules then in effect, for any reason, including a strike by CONTRACTOR's employees or similar labor dispute. The CITY may provide for collection and/or disposal by persons other than CONTRACTOR during such periods and may permit the public to obtain collection and /or disposal services from persons other than CONTRACTOR during such periods, including CONTRACTOR's Bin and /or Roll -Off Service Customers. (g) CONTRACTOR shall not have the exclusive right to collect and dispose of Solid Waste by providing Bin and /or Roll-Off Service if the conditions stated in Section 28(c) are applicable. 10. SOLID WASTE FRANCHISE FEE: (a) CONTRACTOR shall pay to the CITY, as a franchise fee, twenty -six and fifteen - hundredths percent (26.15 %) of the Gross Receipts received by CONTRACTOR for each applicable period, This amount may be increased by resolution of the City Council and, whenever said franchise fee is increased by resolution of the City Council, CONTRACTOR shall be permitted to pass through to its , Bin Service Customers and Roll-Off Service Customers one hundred (100 %) percent of the amount of such increase. Payments to the CITY of said franchise fee shall be made to the CITY on a monthly basis and shall be due and payable on or before the last calendar day of the following month. Accompanying each payment will be a listing of the Gross Receipts for that corresponding month. CONTRACTOR shall, whenever requested to do so, make available such records to the Executive Director at any reasonable time. (b) Failure of CONTRACTOR to make any of the payments provided for in section (a) above on or before the dates due will result in a penalty of ten (10 %) percent per month to CONTRACTOR. 8 25N -15 11. AUTOMATED SYSTEM: (a) -(f) Intentionally Omitted (g) REPLACEMENT OF RESIDENTIAL AND COMMERCIAL COLLECTION VEHICLES: When any collection vehicles used by CONTRACTOR to provide services under this Agreement, have reached the end of their useful lives, the CONTRACTOR will provide at its expense, new low- emission collection vehicle replacements which meet or exceed the emission requirements of all Federal, State or Local air quality laws or regulations. All residential collection vehicles will display the City's recycling logo. The CONTRACTOR will also replace the Solid Waste collection and Recycling plastic cuts as described in Exhibit A with new carts as needed, All replacement vehicles and carts provided shall be owned and operated by the CONTRACTOR, 12. COLLECTION POINTS AND REQUIREMENTS: (a) CONTRACTOR shall not be required to collect Solid Waste from any Curbside Service Unit unless the same is placed on the curb along a public or private street, or along an alley having street access at both ends, and is placed in Solid Waste collection and Recycling plastic carts provided to the Curbside Service Unit by CONTRACTOR and is prepared for collection in a manner prescribed by the CITY'S regulations covering the same. Under no circumstances shall CONTRACTOR be required to pick up and collect any material or matter which is not Solid Waste as defined in this Agreement, or to pick up and collect any Solid Waste from Curbside Service Units which does not comply with the following standards and limitations: (1) All Solid Waste shall be placed in the Solid Waste collection and Recycling plastic carts provided by CONTRACTOR to each Curbside Service Unit pursuant to the following: (a) Non - Recyclable Solid Waste shall be placed in burgundy plastic carts provided by CONTRACTOR; (b) Recyclable Solid Waste shall be placed in grey plastic carts provided by CONTRACTOR; and, (c) Yard Waste shall be placed in green plastic carts provided by CONTRACTOR. (2) All non - Recyclable Solid Waste, Recyclable Solid Waste and Yard Waste shall be placed in the appropriate Solid Waste collection and Recycling plastic carts adequate to eliminate overflow or contamination of surrounding areas, Any non- Recyclable Solid Waste, Recyclable Solid Waste and/or Yard Waste which is not placed in a Solid Waste plastic cart which has been provided to the Curbside Service Unit will not be picked up; and, (3) Large, heavy items, including, without limitation, water heaters, couches, tables, refrigerators, stoves, and large pieces of furniture or household equipment shall be considered bully items which may be disposed of under the provisions of Section 21. 25N -16 (b) The aforementioned requirements to place non - Recyclable Solid Waste, Recyclable Solid Waste and Yard Waste in appropriate Solid Waste collection and Recycling plastic carts shall not apply to Christmas trees properly placed for collection. (c) Whenever any Solid Waste that does not comply with the above standards and limitations is not collected by CONTRACTOR, CONTRACTOR shall leave a notice, the format of which is subject to the approval of the CITY, indicating the reason for non- collection at such Curbside Service Unit. Said notice shall also contain the CONTRACTOR'S business name and his local telephone number. A copy of said notice shall be delivered, or sent via telephone facsimile, to the CITY upon request by the Executive Director and, if the reason for noncollection is not corrected within seven (7) days, CONTRACTOR shall notify the CITY as to this continued noncollection. 13. SERVICES TO BE PROVIDED BY CONTRACTOR TO CITY FOR CITY OPERATIONS: (a) CITY GOVERNMENT OPERATIONS: CONTRACTOR shall collect all Solid Waste and Construction and Demolition Solid Waste which is generated by CITY government operations at no cost to the CITY. The CITY shall provide CONTRACTOR with a list of locations of bins and/or roll -off containers from which such Solid Waste shall be collected. Said list may be modified by time to tune by the Executive Director, Solid Waste generated by such CITY operations shall be collected by CONTRACTOR per a schedule provided to CONTRACTOR by the Executive Director which schedule shall be approved between the CONTRACTOR and the Executive Director. (b) STREET SWEEPING: The CONTRACTOR will coordinate with the Executive Director to ensure that Solid Waste collection is compatible with the CITY'S street sweeping operations. CONTRACTOR will be required to complete their designated routes each day so as not to interfere with the CITY'S street sweeping operations. (c) NEIGHBORHOOD CLEANUPS: The Contractor shall supply rolloff containers for CITY sponsored neighborhood cleanups at no cost to the CITY. The number of roll off containers shall not exceed a maximum total number of three hundred (300) containers annually. Notwithstanding the above, at any time that the CITY determines that the number of collections and/or the number of roll -off containers provided for in section (c) is not adequately meeting the CITY'S needs, then the CITY and CONTRACTOR agree to meet and confer regarding these provisions, and may, by mutual agreement, modify the number of collections and /or roll -off containers. (d) The CONTRACTOR shall coordinate with the Executive Director to provide household hazardous waste collection events allowing residents to deliver their waste to a collection site for proper disposal by CONTRACTOR, (e) The CONTRACTOR shall administer a Residential Mail -Back Service, providing containers approved for safe disposal of used medical sharps by residents. When the container is full, the resident will mail it for incineration at an authorized facility. This program will be offered to residential customers who, for medical reasons, require the use of medical sharps. 10 25N -17 14. COLLECTION RECYCLING YARD WASTE DIVERSION AND DISPOSAL (a) CURBSIDE SERVICE: CONTRACTOR shall provide each Curbside Service Unit within the CITY with a minimum of three (3) Solid Waste collection and Recycling plastic carts, Any provision of less than three (3) such plastic carts to any Curbside Service Unit shall be approved by the Executive Director. Each Solid Waste plastic cart shall be a different color as described in Section 12 above. CONTRACTOR shall be required to collect contents of each Solid Waste plastic cart once per week and CONTRACTOR shall be required to process the contents of said plastic carts as follows: (1) Non - Recyclable Solid Waste Collection and Recycling Plastic Carts: Contents of plastic carts containing Solid Waste shall be hauled directly to a legally authorized Disposal Site pursuant to subsection (e) herein. (2) Recyclable Solid Waste Collection and Recycling Plastic Carts: The contents of containers containing Recyclable Solid Waste shall be hauled to a Material Recovery Facility ( "MRF "), which MRF shall be acceptable to the CITY, for Processing and diversion. All Solid Waste transported to said MRF shall be processed and the portion thereof which is recyclable shall be recycled by Waste Type in amounts so as to comply with CIWMA and the CITY'S Source Reduction and Recycling Element ( "SRRE "). In the event that the MRF approved by the CITY is not operated by the CONTRACTOR, CONTRACTOR will be responsible to subcontract for the use of such a facility so as to ensure the CITY'S compliance with CIWMA. (3) Yard Waste Collection and Recycling Plastic Carts: The contents of the plastic carts containing Yard Waste will be transported to a Composting Facility which meets all state, federal and local laws for Yard Waste Diversion and which is acceptable to the CITY. CONTRACTOR shall be responsible to ensure that the Yard Waste collected by CONTRACTOR is diverted in compliance with CIWMA and the CITY'S SRRE. (b) BIN SERVICE: CONTRACTOR shall operate a Recycling program as described herein for Bin Service. Stich Recycling program, shall require that CONTRACTOR take the Solid Waste in bins which have clean "dry" loads to a MRF which is acceptable to the CITY for Processing and diversion. CONTRACTOR shall guarantee that, at a minimum, fifty (SO%) percent of the tonnage of Solid Waste which is contained in bins and which is determined to have a high recyclable content will be transported to a MRF. All Solid Waste which is transported to said MRF shall be processed and the portion thereof which is recyclable shall be recycled by Waste Type in amounts so as to comply with CIWMA and the CITY'S SRRE. In the event that the MRF approved by the CITY is not operated by the CONTRACTOR, CONTRACTOR will be responsible to subcontract for the use of such a facility so as to ensure the CITY'S compliance with CIWMA, CONTRACTOR shall be permitted to transport directly to a legally authorized Disposal Site those bins which are determined to have limited Recycling potential due to food or other types of contamination. Any modifications to the above - referenced percentage shall be approved by the Executive Director and shall be based on the diversion realized. (c) ROLL -OFF SERVICE: CONTRACTOR shall process all Solid Waste collected from its Roll -Off Service in compliance with the CITY'S SRRE and CIWMA. CONTRACTOR 11 25N -18 shall transport all Solid Waste collected by the CONTRACTOR from roll -off service within the CITY boundaries to a state permitted MRF, as provided in, and in compliance with, CIWMA, which MRF shall be acceptable to the CITY. All Solid Waste transported to said MRF shall be processed and the portion thereof which is recyclable shall be recycled by Waste Type in amounts so as to comply with CIWMA and the CITY'S SRRE. In the event that the MRF approved by the CITY is not operated by the CONTRACTOR, CONTRACTOR will be responsible to subcontract for the use of such a facility so as to ensure the CITY'S compliance with CIWMA, (d) TEMPORARY BIN SERVICE: CONTRACTOR shall process all Solid Waste collected from temporary bins, not including Construction and Demolition Solid Waste, in compliance with the CITY'S SRRE and CIWMA. CONTRACTOR shall transport all Solid Waste collected by the CONTRACTOR from temporary bins within the CITY boundaries to a state permitted MRF, as provided in, and in compliance with, CIWMA, which MRF shall be acceptable to the CITY. All Solid Waste transported to said MRF shall be processed and the portion thereof which is recyclable shall be recycled by Waste Type in amounts so as to comply with CIWMA and dre CITY'S SRRE. In the event that the MRF approved by the CITY is not operated by the CONTRACTOR, CONTRACTOR will be responsible to subcontract for the use of such a facility so as to ensure the CITY'S compliance with CIWMA. (e) PARKWAY CLEAN -UP FOLLOWING GARAGE SALES' CONTRACTOR shall provide 2 employees in a "front - loader" vehicle that will devote 60 hours each six working days following the quarterly garage sales to canvass the City neighborhoods in order to remove debris left in the parkways after garage sales. CONTRACTOR shall transport all Solid Waste collected by the CONTRACTOR from Parkway Cleanups within the CITY boundaries to a state permitted MRF, as provided in, and in compliance with, CIWMA, which MRF shall be acceptable to the CITY. (f) ALLEY CLEAN -UP FOLLOWING THE 1sT OF EACH MONTH: CONTRACTOR shall provide 2 employees in a "front - loader" vehicle that will devote 60 hours each six working days following the first day of each month and six working days during the third week of the month to canvass the City neighborhoods in order to remove debris left in alleyways following relocations. CONTRACTOR shall transport all Solid Waste collected, by the CONTRACTOR from Alley Cleanups within the CITY boundaries to a state permitted. MRF, as provided in, and in compliance with, CIWMA, which MRF shall be acceptable to the CITY. (g) DISPOSAL: CONTRACTOR shall be required to dispose of any and all Solid Waste which is not recycled or diverted by means of composting, mulching and /or transforming pursuant to the terms of this Agreement, at a legally authorized Disposal Site(s) as designated by the CITY. If CONTRACTOR is directed to dispose of said Solid Waste at a location other than the County of Orange's Disposal Sites, both parties agree to meet and confer regarding any potential rate adjustments which may be necessitated thereby. Should Disposal Sites become unavailable in Orange County at any time during the term of this Agreement, CONTRACTOR hereby guarantees disposal at another Disposal Site owned and operated by CONTRACTOR or an affiliate, and both parties agree to meet and confer regarding any potential rate adjustments which may be necessitated thereby. Additionally, CONTRACTOR hereby agrees and guarantees to the CITY that the CITY will be indemnified for CERCLA liability for any Solid Waste collected by the CONTRACTOR in the CITY which is delivered to CONTRACTOR's 12 25N -19 (h) CONTRACTOR will act as the contracting body and lead agency with the MRF and Composting Facility with respect to this Agreement and shall be responsible for, and insure that, both facilities act so as to meet the requirements of both this Agreement and CIWMA. (i) CONTRACTOR hereby agrees and guarantees to the CITY that CONTRACTOR will do each, every and all things required to ensure that all Solid Waste generated, produced or accumulated in the CITY which is collected by CONTRACTOR will at all times be in full compliance with all of the provisions of the CITY'S SRRE, CIWMA, and amendments thereto adopted hereafter, and will protect, indemnify, pay, save, defend, and hold the CITY harmless from any and all loss, expense, damage, fines, penalties and liability of every kind and nature whatsoever by virtue of any non - compliance with such CITY and statutory requirements, provided, however, that CONTRACTOR shall not be responsible to the extent Solid Waste is generated in the CITY and collected, processed or disposed of, by other than CONTRACTOR. Further, CONTRACTOR agrees to protect, defend, with counsel approved by the CITY, and indemnify CITY against any and all fines and/or penalties imposed by the California Integrated Waste Management Board in the event that the diversion quantities contained in the CITY'S SRRE, or any other requirement of CIWMA, are not met. 15. [RESERVED] 16. CIWMA REPORTING REOUIREMENTS: CONTRACTOR shall prepare and submit to the CITY, on forms previously approved by the CITY, all monthly or annual reports required of the CITY pursuant to the CIWMA. In addition thereto, within sixty (60) days after the end of each calendar year, the CONTRACTOR shall provide to the CITY an annual report which; (a) provides a collated summary of all the information contained in the monthly reports referred to above; (b) provides a narrative description of all public awareness activities of CONTRACTOR during the past one year which may have impacted Recycling participation; and (c) provides a discussion of Recycling Mid source reduction program highlights and difficulties. CITY may require additional reports from CONTRACTOR should the reports requested, or submitted, pursuant to this section not satisfactorily fulfill the CITY' S requirements. 17. SRRE CONSULTANT: (a) CONTRACTOR shall provide consultant services as necessary to modify the CITY'S SRRE as required by either the County of Orange AB 939 Local Task Force and/or the State of California, The consultant to perform such services shall be approved by the CITY. Such consultant services shall be provided upon request by the CITY and shall be subject to final approval of the CITY, The CONTRACTOR shall be responsible for a maximum cost for such services of twenty thousand ($20,000.00) dollars per fiscal year, Any costs incurred by the CONTRACTOR for services approved by the CITY which exceed twenty thousand ($20,000.00) dollars per fiscal year shall be the responsibility of the CITY as provided in section (b) below, (b) CONTRACTOR shall submit a monthly report showing consultant services performed for the preceding month. Subject to the approval of the Executive Director, any costs for approved services which exceed twenty thousand, ($20,000.00) dollars per fiscal year shall be 13 25N -20 made by the CITY within thirty (30) days of receipt of said report for work satisfactorily performed. 18. PUBLIC EDUCATION SERVICES: The CONTRACTOR shall be responsible for the provision of public education services as provided in the CITY'S SRRE. These services shall include, but are not limited to, the following items: (a) the production and distribution of a pamphlet containing trash regulations and holidays to all Customers and Curbside Service Units on a yearly basis and to all new service starts at service initiation; (b) the production and distribution to all Customers and Curbside Service Units every year of pamphlets concerning source reduction, Recycling and /or Yard Waste Diversion on an annual basis and to all new service starts at service initiation; (c) the performance, as needed, of community presentations on source reduction, Recycling and Yard Waste Diversion, including the production of all presentation materials; (d) the provision, as necessary, of technical assistance in the areas of source reduction, Recycling and Yard Waste Diversion; (e) the establishment and maintenance of a telephone hotline to receive calls from the public and provide iunfortnation concerning integrated waste management; (f) cooperation in the production of an integrated waste management video for use by the CITY; and, (g) development and. management of grants pursuant to the regulations contained in the CIWMA and/or adopted by the California Integrated Waste Management Board including the Department of Conservation and other governmental agencies that offer grants related to collection and recycling services provided under the Agreement. Contractor shall be compensated $75.00 per hour for grant administrator's time to development and administer the grant programs. Annually, on July 1, or as soon thereafter as the CIWMB determines the level of funding to be provided to City, the City and CONTRACTOR will set the compensation and level of service for collection of used oil containers and filters, This Section may be reasonably modified from time to time as deemed necessary and appropriate by the Executive Director, including increased grant compensation paid to Contractor upon a writing executed by the Executive Director. The CONTRACTOR shall be required to work with the Executive Director in the preparation and production of the services listed and to proceed in the rendering of such services as the CITY dictates. Any services required hereunder shall require the Executor Director's approval prior to the execution thereof. 14 25N -21 19. STANDARDS FOR COLLECTION, EOUIPMENT AND NOISE: (a) Equipment and vehicles used by CONTRACTOR, whether owned by or licensed to CONTRACTOR, for the collection and hauling of Solid Waste shall be used so as to assure, in the reasonable opinion of the Executive Director, that adequate standards of collection will be maintained, All loads in CONTRACTOR's vehicles shall be kept completely covered at all times except when material is actually being loaded or unloaded. or where the vehicles are on route in the process of collection. The collection equipment must be designed and operated in such a manner as to prevent Solid Waste from escaping the vehicle. Any spillage of materials which occurs during the collection process shall be immediately cleaned up by the CONTRACTOR at its expense. Further, all vehicles used by the CONTRACTOR pursuant to this Agreement which are not owned by the CITY shall be registered by CONTRACTOR with the Department of Motor Vehicles of the State of California, The CONTRACTOR's vehicles and equipment shall be subject to inspection by the CITY. (b) It is the declared interest of the CITY that the CONTRACTOR be able to provide a variety of sizes of bin and roll -off containers to meet the capacity requirements of commercial and residential bin and roll -off container users. No material shall be permitted to leak, fall or be spilled on CITY streets, alleys or highways. Any such leakage or spills occurring shall be immediately corrected and the area cleaned at the CONTRACTOR's expense. The equipment used must be maintained in good mechanical condition and must employ adequate safety conditions for the operating personnel. (c) All collections shall be made as quietly as possible and no unnecessarily noisy trucks or equipment shall be used. Employees of the CONTRACTOR who are unnecessarily noisy or who violate the provisions of the State Motor Vehicle Code and /or any applicable CITY ordinance in the collection of said materials shall be disciplined pursuant to CONTRACTOR'S performance standards. (d) CONTRACTOR shall equip all Solid Waste collection and Recycling vehicles which collect Solid Waste within the CITY with informational displays. The CITY shall advise CONTRACTOR as to the messages which should be displayed while said vehicles are operating for the CITY. The CITY may, at its option, have the messages to be displayed changed once per year. 20. MAINTENANCE OF BINS AND ROLL -OFF CONTAINERS: (a) Bins and roll-off containers provided by CONTRACTOR shall be of a design and size to contain, at all times, the contents therein in such a manner as to promote best possible housekeeping conditions. Bins and roll -off containers supplied by the CONTRACTOR shall, at all times, be maintained by it in a well -kept appearance and shall be marked with reflectorized material where such bins and/or roll -off containers are or may reasonably be expected to be located in the public right-of-way, Customers shall be responsible for the cleanliness, sanitation and deodorizing of such bins and roll -off containers; provided, however, CONTRACTOR shall provide in its agreements with its Customers for a bin or roll -off container cleaning service, including painting either as needed, at the request of the Customer or at the request of the CITY, for a fee of twenty five ($25.00) dollars. 15 25N -22 (b) Curbside Service Units shall be responsible for the cleanliness and sanitation of the Solid Waste collection and Recycling plastic carts provided to such units. (c) CONTRACTOR shall cause to have graffiti removed from bins within two (2) business days and from roll -off containers within five (5) business days of a request by CITY to do so. Failure to remove the graffiti within the required two (2) business days for bins and five (5) business days for roll -off containers, excluding holidays, shall result in the assessment of a two hundred dollar ($200.00) fine to the CONTRACTOR, CONTRACTOR may charge the user of a bin or roll -off container which requires such graffiti removal a charge of twenty five ($25.00) dollars per incident. (d) The Solid Waste collection and Recycling plastic carts receiving curbside service shall be replaced where found by CONTRACTOR. The CITY reserves the right, upon submission of proof by the Curbside Service Unit, to withhold sufficient compensation under this Agreement to adjust and pay any claim for Solid Waste collection and Recycling plastic carts damaged by the willful or careless acts of the employees of the CONTRACTOR, Repairs and replacement costs for said plastic carts shall be borne by CONTRACTOR; provided, however, that such repairs and/or replacements costs shall not be borne by CONTRACTOR when caused by the wanton or intentional destruction thereof by the Curbside Service Unit. Curbside Service Units shall be billed by CONTRACTOR for replacements caused by intentional or wanton destruction. 21. COLLECTION'_ OF BULKY ITEMS: In order to promote public sanitation and reduce fire hazards, CONTRACTOR shall provide to all Curbside Service Units the service of curbside collection of bulky items such as couches, refrigerators, rugs, water heaters, and other items of Solid Waste, which CONTRACTOR is not required to collect under Section 12 because of size or weight, as follows: (a) Upon request by a Curbside Service Unit within the CITY, CONTRACTOR shall provide no more than two at- demand bulky item collections per year per Curbside Service Unit at no additional cost, Each such Curbside Service Unit is limited to a maximum of four (4) bulky items (or twenty (20) bags of yard waste) per pick -up request. Such collection services shall provide the opportunity of having large objects, and other Solid Waste which is not required to be picked up pursuant to this Agreement, picked up and processed properly. Requests by Curbside Service Units for such collections shall be made directly to the CONTRACTOR who shall provide satisfactory telephone message receiving, transmitting and response procedures and who shall be responsible for maintaining a log of such large item collections. At demand pick ups shall be responded to by CONTRACTOR within a reasonable time but no more than five (5) working days after such a request is received. Requests for more than two (2) at -demand collections per year shall cost thirty ($30.00) dollars per collection and shall be billed to the Curbside Service Unit requesting the additional collection by the CONTRACTOR. (b) CONTRACTOR shall provide assistance of removal of bulky items on private property to senior citizens and the disabled at no cost. (c) CONTRACTOR shall provide for the collection and recycling of televisions, computer monitors and computer laptops as part of the Bulky Item collection program. 16 25N -23 (d) CONTRACTOR shall provide on- request bulky item collection for commercial and residential bin service customers, as set forth in subsection 21. (a), above, Each such request for Residential/Commercial bulky item pick up shall cost forty -two dollars and eighty cents ($42.80) per collection and shall be billed to the residential /commercial bin service customer requesting the additional collection by CONTRACTOR. 22. CURBSIDE SERVICE PAYMENTS: (a) The CONTRACTOR shall establish rates for its provision of curbside services pursuant to this Agreement. Such rates shall in no case exceed those set forth on Exhibit "C" attached hereto and incorporated herein by this reference. The City shall collect on behalf of the CONTRACTOR the rates established by the CONTRACTOR for said services. Rates collected and paid to the CONTRACTOR shall be based on the total number of Curbside Service Units billed by the CITY for curbside service during that month. CITY shall make billing records available to CONTRACTOR upon reasonable notice for the purpose of auditing such records, (b) Remittance to the CONTRACTOR of payments collected by the CITY for curbside service shall on a monthly basis. (c) Payments to be made to the CONTRACTOR shall be reduced each month by an amount equal to the total monthly payment on the C.O.P.s. A monthly payment schedule of the maximum amount of monthly payments on the C.O.P.s will be attached as Exhibit "D" once they are issued. The payments to be made to CONTRACTOR shall not be reduced to the extent of any credits against installment payments received by the CITY pursuant to Section 4.01 of the IPC. 23. RESIDENTIAL BIN SERVICE RATES: (a) The CONTRACTOR shall receive compensation for supplying Bin Service to residential bin users by direct billing of the Customers receiving such service by means of separate agreements entered into between the CONTRACTOR and each Residential Bin Service Customer. A copy of every such agreement shall be made available to the Executive Director by CONTRACTOR. (b) Rates for Residential Bin Service, including Gate Fees, Hauling Charges, Processing Charges and any Recycling and Yard Waste Diversion, shall be established by the CONTRACTOR and shall not exceed those set forth on Exhibit "C" attached hereto and incorporated herein by reference. CONTRACTOR shall make records containing Residential Bin Service available to the Executive Director at any reasonable time. 24. COMMERCIAL /INDUSTRIAL BIN SERVICE RATES: (a) The CONTRACTOR shall receive compensation for supplying Bin Service to commercial /industrial bin users by direct billing of the Customers receiving such service by means of separate agreements entered into between the CONTRACTOR and each such Bin Service Customer. A copy of every such agreement shall be made available to the Executive Director by CONTRACTOR. 17 25N -24 (b) Rates for Commercial /Industrial Bin Service, including Gate Fees, Hauling Charges, Processing Charges and any Recycling and Yard Waste Diversion, shall be established by the CONTRACTOR and shall not exceed those set forth on Exhibit "C" attached hereto. CONTRACTOR shall make records containing Commercial /Industrial Bin Service available to the Executive Director at any reasonable time. 25. ROLL -OFF SERVICE RATES: (a) The CONTRACTOR shall receive compensation for supplying Roll -Off Service by direct billing of the Customers receiving such service by means of separate agreements entered into between the CONTRACTOR and each such Customer copy of every such agreement shall be made available to the Executive Director by CONTRACTOR. Roll -off Service shall be provided at a minimum of three (3) durnps per month per Customer. (b) Rates for Roll -Off Services, including container delivery, collection, hauling and transportation, shall be established by the CONTRACTOR and shall not exceed those set forth on Exhibit "C" attached hereto, CONTRACTOR shall make records containing Roll -Off Service available to the Executive Director at any reasonable time. 26. COMPENSATION FOR GRANTS: CONTRACTOR shall be permitted to obtain compensation in an amount approved by the Executive Director for the management of grants pursuant to Section 18(g) herein, 27. ADJUSTMENTS TO CHARGES: (a) HAULING. AND PROCESSING CHARGES: (1) PRICE INDICES: The two indices which will be used for determining adjustments to Hauling and Processing Charges shall be the December Consumer Price Index ( "CPP') for All Urban Consumers (base years 1982 -1984 = 100) for Los Angeles-Anaheim- Riverside CMSA, published by the United States Department of Labor, Bureau of Labor Statistics and the December Producer Price Index ( "PPI "), Diesel Fuel 42 (9057303). When both indices are to be used to determine an adjustment to the Hauling and Processing Charges, then the adjustment formula shall be as follows: the CPI shall be weighted at ninety (90 %) percent and the PPI shall be weighted at ten (10 %) percent, (2) CURBSIDE SERVICE: The Hauling Charges and Processing Charges for curbside service shall be adjusted annually, using the CPI and PPI adjustment formula set forth in subsection (a)(1) above without limitation; provided, however, that adjustments permitted to the Hauling and Processing Charges during this time period shall be calculated at seventy five (75 %) percent of the CPI.with a five (5 %) percent maximum adjustment and a zero 0% percent minimum adjustment per year. (3) BIN SERVICE AND ROLL -OFF SERVICE: From July 1, 1997 until the termination of this Agreement, the Hauling and Processing Charges for Bin Service and Roll -Off Service shall be adjusted in accordance with the CPI and PPI adjustment formula set forth in subsection (a)(1) above. Adjustments to the Hauling and Processing Charges for Bin Service and 18 25N -25 Roll -Off Service shaft be calculated at seventy five (75 %) percent of the CPI with a five (5 %) percent maximum adjustment and a zero 0% percent minimum adjustment per year. (b) GATE FEES: Should any increase or decrease in the Gate Fees charged by a Disposal Site occur during the term of this Agreement, CONTRACTOR shall be permitted to pass through to both its Bin Service Customers and its Roll -Off Service Customers and CITY shall pass through to its Curbside Service Units one hundred (100 %) percent of such increase or decrease in the Gate Fees for that portion of the Solid Waste which is taken to the Disposal Site. CITY shall pass through to CONTRACTOR such increase or decrease in its curbside service payments to CONTRACTOR. Should a change in Gate Fees become effective on July 1st of any year, the parties agree to utilize the tonnages from the previous calendar year to determine the percentage of Solid Waste that is taken to the Disposal Site. (c) SOLID WASTE FRANCHISE FEE: Should any increase or decrease in the Hauling and Processing Charge or the Gate Fees occur during the tern of this Agreement, CONTRACTOR shall be permitted to pass through to Bin Service Customers and its Roll -Off Service Customers the corresponding increase or decrease incurred by CONTRACTOR for the Solid Waste franchise fee which CONTRACTOR is required to pay to the CITY pursuant to Section 10 herein. (d) SMART FEES: Notwithstanding any provision of this Section 27 to the contrary, the SMART Fees (as defined in Section 7 of Exhibit "C" herein), shall not be subject to adjustment by CPI, PPI or any other index. Rather, the Smart Fees may be adjusted annually, in accordance with the SMaRT Program, not to exceed a maximum amount of five (5 %) percent per arum. 28. SPECIAL BIN SERVICES AND CUSTOMER SERVICE REQUIREMENTS: (a) The CONTRACTOR may enter into agreements with Bin Service Customers for special collection services different from, in addition to, or greater than the minimum collection services required by this Agreement. The special fees which CONTRACTOR may charge Bin Service Customers are set forth on attached Exhibit "C." (b) CONTRACTOR shall not be permitted to charge a special fee for moving a bin from between buildings, other than the fees permitted as set forth on attached Exhibit "C ". Further, CONTRACTOR may not charge a fee when it is required to move its vehicles in reverse for purposes of emptying a bin. Circumstances not covered by any of the above or on attached Exhibit "C" shall require an inspection by the CITY prior to a determination of Ole charges which may be imposed, The decision of the Executive Director in respect to these charges shall be final. A brief explanation of each special service charge must be included on every Customer's billing. (c) In the event the CONTRACTOR is unable to provide temporary service to any Customer within five (5) calendar days after receipt of a call by such Customer, the Executive Director may permit any other licensed hauler to provide temporary service to such Customer if, but only if, CONTRACTOR has not provided such service within twenty -four (24) hours after reasonable notification by the Executive Director to CONTRACTOR. 19 25N -26 29. MINIMUM SERVICE LEVELS - MULTI - FAMILY RESIDENTIAL BUILDINGS: (a) CITY shall require that all residential buildings with three or more dwelling units be served by Bin Service, except that CITY may waive such requirement for any residential buildings with four (4) or more units existing on January 1, 1972 and for any residential buildings with three (3) units existing on February 23, 1983, upon a determination that no lawfully usable space is available for such container within the boundary lines of the subject property, The CONTRACTOR shall provide bin containers of such capacity and collections of such frequency for residential buildings required to have Bin Service by this section as to provide for Solid Waste collection of not less than one-half (1/2) of one (1) yard of Solid Waste collection per dwelling unit per week. In all cases, collections shall be made at least once per week. CONTRACTOR shall comply with any request by the Executive Director to change the scheduled collection days for Residential Bin Service Customers, which is designed to promote conformity of Bin Service collections in any specified area of the CITY to improve sanitation or reduce noise. (b) In the event that Solid Waste being disposed of at a Residential Bin Service building exceeds the bin capacity for such building, CONTRACTOR shall notify the Executive Director who shall cause an inspection to be made of the premises. If the Executive Director determines that there is insufficient bin capacity at said location, he shall cause written notification to be given to the property owner and /or person in possession of the property. Said notification shall contain the date of the reported overflow of Solid Waste from the bins. The notice shall also inform the property owner and /or person in possession of the property that should another incident of overcapacity occur within thirty (30) days following the date of the original incident, the property owner and/or person in possession of the property will be required to increase the number of bins, the size of the bin, or the frequency of collections, up to the equivalent of two (2) cubic yards per dwelling unit per week. In the event that this should occur, the Executive Director shall determine whether to increase the number of bins or the frequency of collections and CONTRACTOR shall furnish such additional services and shall be entitled to compensation from the Customers to the same extent as if the Customer requested such additional collections from the CONTRACTOR. 30. MINIMUM SERVICE LEVELS - COMMERCIAL/INDUSTRIAL BIN SERVICE AND ROLL -OFF SERVICES City shall require that all commercial and/or industrial units and /or buildings be served by Bin Service or Roll -Off Service; provided, however, that this requirement may be waived by the Executive Director, In the event that Solid Waste being disposed of at a commercial/industrial bin or roil -off container unit exceeds the bin or roll -off container capacity for such building, CONTRACTOR shall notify the Executive Director who shall cause an inspection to be made of the premises. If the Executive Director determines that there is insufficient bin or roll -off container capacity at said location, he shall cause written notification to be given both to the business and the property owner. Said notification shall contain the date of the reported overflow of Solid Waste from the bin or roll -off container. The notice shall also inform the business and property owner that should another incident of overcapacity occur within thirty (30) days following the date of the original incident, the business and/or property owner will be required to increase the number of bins or roll -off containers, or the frequency of collections. In the event that this should occur, the Executive Director shall determine whether to increase the number of bins or roll -off containers, the size of the bin or roll -off container, or the frequency of collections and CONTRACTOR shall 20 25N -27 furnish such additional services and shall be entitled to compensation from such Customers to the same extent as if the Customer requested such additional collections from the CONTRACTOR, 31. SERVICE STANDARDS: (a) The CONTRACTOR's office shall be accessible by a local or toll -free telephone number. The CONTRACTOR's office hours .shall be open at a minimum from 8:00 a.m, to 5:00 p.m. Monday through Friday and from 8:00 am, to noon on Saturdays. CONTRACTOR's offices shall be closed on Sundays and holidays. The CONTRACTOR shall have an answering machine in operation after normal business hours, and on Sundays and holidays thus enabling the public to leave a message. The CONTRACTOR shall have the capability of responding to the public in English and Spanish during office hours, (b) CONTRACTOR may charge a delinquency fee of not more than ten (10 %) percent per month on accounts which have not remitted required payments within 30 days after the date of billing, Should payment not be received within 45 days of billing, CONTRACTOR shall notify said Customer on forms approved by the CITY that services may be discontinued 15 days from the date of the notice if payment is not made before that time, Upon payment of the delinquent fees, CONTRACTOR shall resume collection on CONTRACTORS next regularly scheduled collection day. CONTRACTOR shall provide the CITY with a bi- weekly list indicating the Customers which have had service ceased due to nonpayment, 32. SUPERVISION: Performance of each of the provisions of this Agreement shall be under the direction and supervision of the Executive Director. The CONTRACTOR shall furnish the Executive Director every reasonable opportunity of ascertaining whether or not the work is performed in accordance with the requirements of this Agreement. The CONTRACTOR shall designate a person to serve as agent and liaison between its organization and the CITY and shall maintain a telephone and a means for contact at all times during periods of strike or other emergencies. The Executive Director may inspect the CONTRACTOR's operations, facilities and equipment at any reasonable time and the CONTRACTOR shall admit him to make such inspections at any reasonable time and place. 33. TITLE TO SOLID WASTE: Title to all Solid Waste collected pursuant to this Agreement shall be vested in CONTRACTOR upon being placed at the curb for collection, or placed in a bin or roll -off container for collection. CONTRACTOR expressly hereby reserves and is granted the right to retain, dispose of and otherwise use such Solid Waste, or any part thereof, in any fashion and for any lawful purpose desired by CONTRACTOR and to retain any benefit or profit resulting there from provided, however, that CONTRACTOR first complies with this Agreement, the CITY'S SRRE and CIWMA. 34. FAILURE TO COLLECT: (a) Should the CONTRACTOR materially and substantially fail to collect and recycle, divert by means of composting, mulching and/or transforming or dispose of Solid Waste in accordance with this Agreement and the collection schedules then in effect pursuant to Section 8, 21 25N -28 the CITY, after prior written notice of not less than forty eight (48) hours to the CONTRACTOR, may collect, recycle, divert and /or dispose of all or any part of such Solid Waste, or initiate services to cause or promote its collection, Recycling, Yard Waste Diversion and /or disposal, using CITY employees and/or independent contractors, and the CONTRACTOR shall be liable for all reasonable expenses thereby incurred by the CITY. (b) The CITY may give such notice for any specified individual omission by CONTRACTOR in which event CONTRACTOR shall be allowed a reasonable time of not less than forty eight (48) hours to remedy such omission. In the event of substantial nonperformance by CONTRACTOR for any reason, including a strike of CONTRACTOR's employees, the notice shall continue in effect with respect to Solid Waste originating thereafter as long as the omission continues, In addition to any other lawful means of effecting reimbursement from the CONTRACTOR, such expenses may be deducted by the CITY from money due or which may become due the CONTRACTOR. In addition, CITY shall be permitted to take control and possession of the Licensed Equipment it owns pursuant to Section 11 herein and shall be allowed to use, without charge, any of CONTRACTOR's other collection vehicles, containers, and other equipment not then in actual use by CONTRACTOR which CITY shall deem necessary to provide collection, Recycling, Yard Waste Diversion and/or disposal services pursuant to this section. The right of the CITY to enter upon and use facilities and equipment as specified herein shall extend for a period of ninety (90) days. (c) Should CONTRACTOR fail to collect, recycle, divert by means of composting, mulching and /or transforming, and /or dispose of Solid Waste in accordance with this Agreement, CONTRACTOR shall be deemed to be in material default in the performance of its obligations of this Agreement, In the event of such a material default, the reasonable time for correction pursuant to Section 35 herein shall be seven (7) days. 35. DEFAULT DAMAGES AND TERMINATION OF AGREEMENT: (a) In the event CONTRACTOR defaults in the performance of any of the obligations, covenants or agreements to be kept, done or performed by it under the terns of this Agreement, or any other applicable Federal, State, or local law or regulation, the CITY shall notify CONTRACTOR in writing of the nature of such default. (b) The Executive Director may, in such written instrument, set a reasonable time within which correction of all such deficiencies is to be made. Unless otherwise specified, a reasonable time for correction shall be thirty (3 0) days from the receipt by the CONTRACTOR of such written notice, If the CONTRACTOR cannot reasonably correct or remedy the breach within the time set forth in such notice, CONTRACTOR shall still be required to commence to correct or remedy the violation within such time as set forth in the notice and shall be required to diligently achieve such correction or remedy as soon thereafter as possible. (c) The Executive Director shall review the CONTRACTOR's response to the notice of deficiencies and shall either decide the matter and notify the CONTRACTOR of that decision in writing, or, refer the matter to the City Council. A decision or order of the Executive Director shall be final and binding on CONTRACTOR if the CONTRACTOR fails to file a "Notice of Appeal" with the City Clerk within 10 days of receipt of the Executive Director's decision. Within 22 25N -29 thirty working days of receipt of a Notice of Appeal, the City Clerk shall refer the appeal to the City Council for proceedings in accordance with Chapter three of the Santa Ana Municipal Code. (d) In such case, the City Council may set the matter for hearing. The City Clerk shall give CONTRACTOR written notice of the time and place of the hearing. At the hearing, the City Council shall consider the report of the Executive Director indicating the deficiencies, and shall give the CONTRACTOR a reasonable opportunity to be heard. (e) Based on the evidence presented at the public hearing, the City Council shall determine by Resolution whether this Agreement should be terminated. If, based upon the record, the City Council determines that the performance of CONTRACTOR is in breach of any material term of this Agreement or any material provision of any applicable Federal, State, or local statute or regulation, the City Council, in the exercise of its sole discretion, may terminate forthwith the Agreement. The decision of the City Cormcil shall be final and conclusive, CONTRACTOR's performance under the Agreement is not excused during the period of time prior to the City Council's final determination as to whether such performance is deficient. (f) The rights of termination or imposition of liquidated damages, as set forth in Section 36 hereof, are in addition to any other rights of CITY upon a failure of CONTRACTOR to perform its obligations under this Agreement. The CITY further reserves the right to terminate CONTRACTOR's Agreement or impose liquidated damages in the event of any of the following; (1) If the CONTRACTOR practices, or attempts to practice, any fraud upon the CITY; (2) If the CONTRACTOR becomes insolvent, unable, or unwilling to pay its debts, or upon listing of an order for relief it) favor of CONTRACTOR in a bankruptcy proceeding; (3) If the CONTRACTOR fails to provide or maintain in full force and effect the workers' compensation, liability or indemnification coverage as required by this Agreement; (4) If the CONTRACTOR willfully violates any orders or rulings of any regulatory body having jurisdiction over the CONTRACTOR relative to this Agreement, provided that the CONTRACTOR may contest any such orders or rulings by appropriate proceedings conducted in good faith, in which case no breach of this Agreement shall be deemed to have occurred; (5) If the CONTRACTOR willfully fails to make any payments required under the Agreement and /or refuses to provide the CITY with required information and/or reports in a timely manner as provided in this Agreement; or, (6) Any other act or omission by the CONTRACTOR which materially violates the terns, conditions, or requirements of this Agreement, CIWMA, as it may be amended from time to time, or any order, directive, rule, or regulation issued thereunder and which is not corrected or remedied within the time set in the written notice of the violation. (g) In addition to the remedies set forth herein, the CITY shall have the right to obtain damages and /or injunctive relief. Both parties recognize ,aid agree that in the event of a breach 23 25N -30 nmder the tenns of this Agreement by CONTRACTOR, the CITY may suffer irreparable injury and incalculable damages sufficient to support injunctive relief, to enforce the provisions of this Agreement and to enjoin the breach thereof. (h) If CONTRACTOR claims default by the CITY in the payment of any money due or alleged to be due to CONTRACTOR pursuant to this Agreement, CONTRACTOR shall not be entitled to cancel this Agreement if the CITY, within seven (7) days after receipt of notice of the claimed default, deposits the amount in controversy into an interest bearing account in a commercial bank or lending institution and maintains such deposit until such time as a final judicial decision or agreement between the parties determines the rightful disposition of the said amount in controversy; provided that CONTRACTOR shall be deemed to have waived all claims to the said amount if no agreement is reached nor any legal proceeding initiated within ninety (90) days of the CONTRACTOR's service of written notice of default on the CITY, 36. LIQUIDATED DAMAGES: (a) The CITY finds, and the CONTRACTOR agrees, that as of the time of the execution of this Agreement it is impractical, if not impossible, to reasonably ascertain the extent of damages which shall be incurred by the CITY as a result of a breach by CONTRACTOR of its obligations under this Agreement. The factors relating to the impracticability of ascertaining damages include, but are not limited to, the fact that: (i) substantial damage results to members of the public who are denied Solid Waste collection services or denied quality or reliable collection service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of the benefits of this Agreement to individual members of the general public for whose benefit this Agreement exists, in subjective ways and in varying degrees of intensity which are incapable of measurement in precise monetary terms; (iii) that the monetary loss resulting from denial of services or denial of quality or reliable services is impossible to calculate in precise monetary terms; and, (iv) the tenmination of this Agreement for such breaches, and other remedies are, at best, a means of future correction and not remedies which make the public whole for past breaches. (b) Accordingly, the CITY may, in its discretion but after complying with the notice and hearing procedures set forth in Section 35, assess liquidated damages of Five Hundred Dollars ($500.00) per day, for each calendar day that collection service is not provided by CONTRACTOR in accordance with this Agreement, The amount of the liquidated damages shall be subject to an annual CPI adjustment computed at one hundred (100 %) percent of the CPT for All Urban Consumers (base years 1982 -1984 = 100) for Los Angeles- Anaheim - Riverside CMSA, published by the United States Department of Labor, Bureau of Labor Statistics. (c) The CITY finds, and the CONTRACTOR acknowledges and agrees, that the above described liquidated damages provisions represent a reasonable sum in light of all of the circumstances. Said liquidated damages sums shall be applicable to each calendar day of delay during which CONTRACTOR has been found by the CITY to be in default after having been given the proper notice and hearing set forth in Section 35 of this Agreement. The CONTRACTOR shall pay any liquidated damages assessed by the CITY within ten (10) calendar days after they are assessed. If they are not paid within the ten (10) day period, the CITY may order the termination of this Agreement. 24 25N -31 37. USE BY CITY OF CONTRACTOR'S EOUIPMENT: Upon cancellation of this Agreement by either party for any reason prior to the end of the period specified herein as the term of this Agreement, the CITY shall take possession and control of all vehicles and equipment which it has licensed to CONTRACTOR pursuant to Section I I herein and CITY shall also have the exclusive right to rent or lease and operate any or all trucks, trailers, tractors and other items of equipment used by CONTRACTOR in the performance of the work specified in this Agreement, Further, the City shall have access to the MRF and composting facilities used by the CONTRACTOR for the Processing, Recycling and Yard Waste Diversion of Solid Waste produced or accumulated within the CITY. The right of the CITY to enter upon and use facilities and equipment as specified herein shall extend following the date of cancellation of this Agreement for a period of ninety (90) consecutive calendar days, The rental prices to be paid the CONTRACTOR under this section shall be such to adequately reflect the most current rental prices prevailing in the County of Orange at the date of termination. Any moneys due the CONTRACTOR for rental of the equipment under the provisions of this section may be withheld by the CITY and used by it for the purpose of paying any outstanding liens or payments due and unpaid upon the said equipment. 38. COMPLAINTS: (a) The CITY shall record all complaints and communications received by the CITY from persons and businesses being served under the provisions of this Agreement and all other incidents of failure to perform in accordance with this Agreement noted by the CITY. The CONTRACTOR shall be responsible to resolve such complaints within two (2) business days of receipt thereof. CONTRACTOR shall likewise record all complaints received by CONTRACTOR in a daily log which shall include the complaint, the communication, the date, time, complainant's name and address if provided, and the nature, date and manner of resolution of the complaint. A copy of said log shall be delivered to the Executive Director on a quarterly basis; however, the Executive Director reserves the right to require the CONTRACTOR to deliver, or send via telephone facsimile, such records to the Executive Director within twenty four (24) hours of receipt thereof. (b) The failure of the CONTRACTOR to pick up Solid Waste which has been set out in the proper manner shall be considered a missed pick -up, and the CONTRACTOR shall collect the material from the service recipient within twenty-four (24) hours of the CONTRACTOR's receipt of notification of the missed pick -up. If the CONTRACTOR is notified of a missed pick- up by 9:00 a.m. the following business day, the missed pick -up will be collected that same day. The CONTRACTOR shall maintain a written record of all calls related to missed pick -ups and the service response provided by the CONTRACTOR. Such records shall be made available for inspection upon request by the Executive Director, 39. COMPENSATION REDUCTION DURING STRIKE PERIOD: In the event that there occurs any period in which CONTRACTOR fails to maintain substantially complete regular collection services pursuant to this Agreement and the collection schedules then in effect, by reason of a strike or CONTRACTOR's failure to pay his employees, 25 25N -32 and only if such period includes more than ten (10) normal collection days (weekdays), then the following shall apply. (a) The City Council may assess damages against the CONTRACTOR in an amount which does not exceed the sum of the following: (1) The expenses incurred by the CITY in providing collection, Recycling, Yard Waste Diversion and /or disposal services pursuant to Section 34; and, (2) Fifty percent (50 %) of the amount by which CITY revenue from fees collected for curbside service by the CITY from the public is reduced due to any reduction or refund of such fees granted by the City Council to compensate such fee payers for the inconvenience experienced by them due to CONTRACTOR's failure to furnish fall performance during such period. (b) In assessing damages, the City Council shall take into account the CONTRACTOR's efforts to mitigate the inconvenience to the public receiving curbside service. In particular, CONTRACTOR shall be given credit for Curbside Service Unit collections made by CONTRACTOR by having damages assessed, subject to the above said maximum, in approximately the same proportion to the compensation due CONTRACTOR for curbside service during the subject period as the number of Curbside Service Unit collections which CONTRACTOR failed to make bears to the total number of Curbside Service Unit collections which should have been made pursuant to this Agreement. (c) In addition to any other lawful means of effecting recovery of the damages assessed against CONTRACTOR the amount thereof may be deducted by CITY from money due or which may become due to the CONTRACTOR either in single sum or in installments. In the event CONTRACTOR objects to such assessment or set -off, it shall nevertheless maintain full performance under this Agreement, reserving all rights to subsequently litigate the propriety or amount of the damages assessed. (d) Refunds or reduction of payments of CONTRACTOR's Customers shall be the sole responsibility of CONTRACTOR. CONTRACTOR covenants for the benefit of each such Customer to grant a reasonable and fair refund or reduction or compensatory service; provided, however, that the CONTRACTOR may condition such refunds or reductions or compensatory service upon the Customer's filing of a claim for the same with the CONTRACTOR, To the extent Bin or Roll -Off Service collections are made at CITY'S expense in the absence of CONTRACTOR's performance, CONTRACTOR shall be liable to CITY for a proportionate amount of the Customers' payments due to the CONTRACTOR„ 40. FEES AND GRATUITIES: CONTRACTOR shall not, nor shall it pennit any agent, employee or subcontractor employed by it to, request, solicit, demand, or accept, either directly or indirectly, any compensation or gratuity for the collection of Solid Waste otherwise required to be collected under this Agreement, except such compensation as is provided for in this Agreement. However, CONTRACTOR may make available to Bin Service users special services as provided for in Section 28 hereof, CONTRACTOR may make a direct charge in each instance for such service 26 25N -33 under a written agreement which shall be subject to the approval of the Executive Director and at such rates as are reasonable, just and uniform for all persons requesting such additional services. All such charges shall be collected by CONTRACTOR. Nothing in this section or in this Agreement shall be construed, however, to require CONTRACTOR to render services of any kind to any person to the extent such services are not specifically required by the provisions of this Agreement, or to require that CONTRACTOR having rendered special or additional services not provided for herein to one or more persons, to offer or render the same services to any other person or entity. 41. LEGAL RELATIONS AND RESPONSIBILITIES: (a) Applicable Laws: CONTRACTOR shall at all times comply with all applicable provisions of the Code, as now in effect or hereafter enacted, as well as all other applicable County, State and Federal laws and regulations; provided, however, no amendment of the Code shall operate to change CONTRACTOR's right to decline to pick up and collect any material or matter which is not Solid Waste as defined in this Agreement or to decline to pick up and collect Solid Waste which does not comply with the standards and limitations set forth in this Agreement, or otherwise operate to materially impair the rights and privileges of CONTRACTOR hereunder, Should any state or federal laws become effective after the date of execution of this Agreement which require modifications to the terms hereof, the parties agree to meet and confer regarding any such modifications. (b) Personnel: No employee of CONTRACTOR shall continue to be employed on any work under this Agreement who is intemperate, discourteous, disorderly, inefficient or unduly noisy. (c) Permits and Licenses: CONTRACTOR shall obtain all permits and licenses required of it by City, County, State and Federal agencies. (d) Workers' Compensation Policy: CONTRACTOR shall maintain in full force and effect during the term of this Agreement, a workers' compensation policy in accordance with the provisions and requirements of the Labor Code of the State of California and such other forms of insurance as shall be required by law. The policy providing coverage shall provide that the insurance shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail has been given to the CITY. Waivers of Subrogation shall be in effect for any claims asserted against the CITY which arise out of CONTRACTOR's operations and CONTRACTOR shall have this clause endorsed on their Workers' Compensation policies. (e) Public Liability Insurance: CONTRACTOR shall obtain, at its sole cost, and file with the City Cleric of CITY, prior to exercising any right or performing any obligation pursuant to this Agreement, and maintain for the period covered by this Agreement, a policy or policies of liability insurance satisfactory to the City Attorney of CITY, naming CITY, its officers, agents and employees, as insured or additional insured, which provides coverage for liability for any and all claims and suits for damages or injuries to persons or property resulting from or arising out of the performance by CONTRACTOR its officers, agents, or employees, or by CITY', its officers, 27 25N -34 agents, or employees pursuant to Section I of this Agreement, of CONTRACTOR's covenants hereunder, or any failure or omission thereof Said policy or policies of insurance shall provide coverage for both bodily injury and property damage in not less that the following minimum amount: One Hundred Million Dollars ($100,000,000.00) combined single limit and, in addition, Ten Million Dollars ($10,000,000.00) of Environmental Impairment Liability coverage for bodily injury, property damage and cleanup costs as it relates to the transportation of Solid Waste. Said insurance shall protect CONTRACTOR and CITY from any claim for damages for bodily injury, including accidental death, as well as from any claim for property damage which may arise from operations perfonned pursuant to this Agreement, whether such operations be by CONTRACTOR itself, or by its agents, employees, and/or subcontractors. Such policy or policies shall contain severability of interests clauses so that the rights and duties of the CITY are clearly separate from CONTRACTOR's interests. 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 prior written notice by certified mail thereof has been given to CITY. CONTRACTOR shall give CITY prompt and timely notice of any claim made or suit instituted, (f) Insurance Responsibility for CITY Owned Solid Waste Collection and Recycling Vehicles: This Agreement expressly and absolutely transfers the entire responsibility for any and all damage to the CITY owned Solid Waste collection and Recycling vehicles, and any and all liability arising out of the use of such vehicles, directly and completely to CONTRACTOR. This same transfer includes the requirement that CONTRACTOR has expressly agreed to be contractually, fully and completely responsible for complying with all of the State of California's Motor Vehicle Insurance laws, rules and regulations. To be more specific, this includes having CONTRACTOR insure each and every CITY Solid Waste collection and Recycling vehicle for auto liability and physical damage, including both collision and comprehensive insurance, The amount of auto liability insurance shall be not less than One Hundred Million Dollars ($100,000,000.00) combined single limit, covering auto bodily injury and property damage for owned, non -owned and hired vehicles. Collision and Comprehensive coverage shall be insured on an actual cash value basis. If the physical damage insurance is insured on a loss -limit basis, the toss limit shall be equal to or exceed the actual cash value of all of the CITY Solid Waste collection and Recycling vehicles. Insurers shall be currently rated by A.M. Best Company with a minimum rating at A VII. The policy or policies shall contain severability of interest clauses so that the right and duties of the CITY are clearly separate from CONTRACTOR's interests. The CITY, its officers, agents and employees shall be additional insureds. CONTRACTOR will verify to CITY that adequate funds are available to pay any liability Self- Insured Retention, collision and comprehensive deductibles, or other self - insurance plans approved by the CITY. Ninety (90) days or more of prior notice for material change in coverage, exclusions and conditions or cancellation will be endorsed onto CONTRACTOR's policies in favor of the CITY. Loss Payee endorsements or similar clauses will be endorsed onto CONTRACTOR's property insurance policies protecting the CITY'S Solid Waste collection and Recycling vehicles. Endorsements to all policies with policy declaration pages will be required. Certificates of Insurance shall be provided prior to receiving insurer policy endorsements. (g) Indemnification: CONTRACTOR shall indemnify and save harmless CITY, its officers and employees, against any and all damages to property or injuries to or death of any 28 25N -35 person or persons, including property and employees or agents of CITY and shall defend, indemnify and save harmless CITY, its officers and employees, from any and all claims, demands, suits, actions or proceeding of any kind or nature, including, but not by way of limitation, workers' compensation claims, of or by anyone whomsoever, directly or indirectly caused by, or arising out of a breach of a requirement of this Agreement by the CONTRACTOR or any negligent or willful act or omission of CONTRACTOR or any negligent or willful act or omission of the CONTRACTOR its employees or subcontractors in the performance of this Agreement. CONTRACTOR 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 proper protection in the performance of the work. Insurance coverage specified in this Agreement shall in no way lessen or limit the terms of this indemnification, (h) Enforcement of Scope of Services: CONTRACTOR shall reimburse the CITY for any costs incurred by the CITY in enforcing and potentially defending any challenges by any and all school and college districts regarding the Solid Waste collection regulations contained herein. (i) Waivers: No acquiescence, failure or neglect of either of the contracting parties to insist on strict performance of any or all of the terms hereof shall be considered as or constitute a waiver or any term or condition of this Agreement or any performance required thereunder, or any remedy, damage or other liability arising out of such refusal, neglect or inability to perform at any time. 42. SUBCONTRACTORS AND MANAGEMENT: (a) The CONTRACTOR shall not subcontract this Agreement nor any part hereof without first obtaining the consent of the City Council. (b) CONTRACTOR shall designate the person to be in charge of administering this Agreement. The CITY retains the right to reject said person at any time during the term of this Agreement upon reasonable grounds. Should the CITY require the replacement of any person so designated by CONTRACTOR, the CONTRACTOR shall have thirty (30) days within which to designate, with the CITY'S approval, a new person. (c) The CITY may cancel this Agreement pursuant to Section 35 or in the event of a breach of the covenants in subsections (a) and (b) hereinabove. 43. ACCOUNTING AND AUDITING: (a) The CONTRACTOR shall maintain financial records in accordance with generally accepted accounting principles, (b) CONTRACTOR shall make its records, reports, and methods of accounting available to the CITY'S designated representative during normal business hours to allow the such person to review and verify the information reported pursuant to this Agreement including, but not limited to, the information reported pursuant to Section 16 hereof, the information reported pursuant to Sections 22 through 25 including, but not limited to, the tonnages reported therein, and the Gross Receipts reported pursuant to Section 10 hereof 29 25N -36 (c) CITY shall make its billing records available to CONTRACTOR upon reasonable notice for the purpose of auditing such records. 44. BOND: The CONTRACTOR shall, prior to the initial date of the term of this Agreement, execute and file with the City Clerk a surety bond in the penal sum of Two Million Dollars ($2,000,000,00) conditioned upon the faithflxl performance of this Agreement by the CONTRACTOR and its subcontractors, if any. Said bond may be written for a term of one year, and may thereafter be renewed by certificate, provided however, that the CONTRACTOR agrees to maintain such bond or bonds in force for the complete tenn of this Agreement. 45. MEDIA RELATIONS: The CONTRACTOR shall notify the CITY by facsimile of all requests for news media interviews related to the CITY'S Solid Waste collection program within twenty -four (24) hours. Before responding to any inquiries involving controversial issues, CONTRACTOR will discuss the proposed response with the CITY. Copies of draft news releases or proposed trade journal articles shall be submitted to CITY for prior review and approval at least two (2) working days in advance of release. Copies of articles resulting from media interviews or news releases shall be provided to the CITY within five (5) days after publication. 46. NOTICES: Any notice required by this Agreement shall be sufficiently served if personally delivered or if deposited into the U.S. Mail, postage prepaid, and if addressed as follows: If served by CONTRACTOR upon CITY: Executive Director of Public Works Public Works Agency City of Santa Ana 20 Civic Center Plaza M -21 Santa Ana, California 92701 If served by CITY upon CONTRACTOR: Public Sector Manager Waste Management 1800 South Grand Santa Ana, California 92705 30 25N -37 With a courtesy copy to: West Group General Counsel Waste Management, Inc, 7025 N Scottsdale Road, Suite 200, Scottsdale, AZ 85253 47. GENDER AND NUMBER: As used herein, the masculine gender shall include the feminine and neuter, and the singular shall include the plural. 48. VALIDITY: The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 49. ASSIGNABILITY: CONTRACTOR may not assign or transfer any rights, interests or duties or obligations of performance iander this Agreement, whether by assignment or novation, without the prior written consent of the CITY; provided, however, that claims for money due or to become due to the CITY under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval, This section shall not prohibit the assignment, merger or transfer of any rights or interests herein to any other wholly owned subsidiary of Waste Management, Inc. Notice of any assignment, merger or transfer shall be ftunished to the CITY in writing within seven (7) calendar days of such assignment, merger or transfer. 50. GOVERNINGLAW: This Agreement shall be governed by and construed in accordance with the laws of the State of California. 31 25N -38 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: S I R. CARVALHO A Attorney CITY OF SANTA ANA DAVID CAVAZOS City Manager USA Waste of California, Inc. By: FRED MOUSAVIPOUR Executive Director, Public Works Agency Title: 32 25N -39 WASTE MANAGEMENT HOLDINGS INC. (WMH) GUARANTEE Name of Underlying Contract: Fourth Amended and Restated Agreement for Collection and handling of Solid Waste Generated and /or Accumulated in the City of Santa Ana Date of Underlying Contract: June 19,1997 Beneficiary: CITY OF SANTA ANA, a municipal corporation of the State of California Address: 20 Civic Center Plaza, Santa Ana, CA 92701 WMH Contracting Company: USA Waste of California, Inc., a Delaware corporation TO THE BENEFICIARY IDENTIFIED ABOVE: With respect to that certain underlying contract identified above (hereinafter the "Agreement ") dated as of the above specified date by and between the WMH Contracting Company identified above (the "Contractor ") and the beneficiary identified above (the "Beneficiary "), and subject to the terms of this letter agreement (the "Guarantee "), Waste Management Holdings Inc., a Delaware corporation (hereinafter "WMH "), hereby irrevocably and unconditionally guarantees to the Beneficiary the performance of all obligations and the due and punctual payment of all amounts payable by the Contractor to the Beneficiary under the Agreement when the same shall become due and payable in accordance with the terms of the Agreement. Upon failure of the Contractor punctually to perform or pay any such amounts, and upon written demand by the Beneficiary to WMH at its address set forth below (or to such other address or person as WMH may specify in writing), WMH agrees to perform or cause to be performed and to pay or cause to be paid such amounts. Notwithstanding the foregoing, WMH's obligations hereunder as to any claim, suit, proceeding, event or other matter in respect of which the Beneficiary at any time shall be seeking payment hereunder (referred to herein as "Guarantee Events ") shall be subject to the preconditions that (i) the Beneficiary shall have given written notice of such Guarantee Event to the Contractor promptly after learning thereof, (ii) in the case of any failure by the Contractor to perform any obligation under the Agreement, shall have afforded WMH a reasonable opportunity to cure such failure, and (iii) there shall not have occurred and be continuing any material breach by the Beneficiary of its obligations under the Agreement. WMH hereby agrees that, except as expressly provided herein, its obligations hereunder will be unconditional and will not be discharged except by complete payment or other lawful discharge (other than by operation of Bankruptcy law) of the amounts due under the Agreement, irrespective of any claim as to the lack of authority of the Contractor to execute or deliver the Agreement, the absence of any action to enforce the Agreement, the failure to obtain any judgment against the Contractor, the failure to commence any action to enforce a judgment against the Contractor under the Agreement or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. Except as set forth above, WMH hereby waives diligence, presentment, demand on the Contractor for payment, filing of claims, requirement of a prior proceeding against the Contractor 33 25N -40 and protest or notice, except as provided for in the Agreement with respect to amounts payable by the Contractor. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by the Beneficiary upon the insolvency, bankruptcy, or reorganization of the Contractor or WMH or otherwise, WMH's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by the Beneficiary. WMH represents the Beneficiary as of the date hereof that: (1) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has fall corporate power and legal right to execute and deliver this Guarantee and to perform the provisions of this Guarantee on its part to be performed; (2) its execution, delivery, and performance of this Guarantee have been and remain dully authorized by all necessary corporate action and do not contravene any provision of its certificate of incorporation or by -laws or any law, regulation, or contractual restriction binding on it or its assets; and (3) this Guarantee is its legal, valid and binding obligation enforceable against it in accordance with its terms except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights or by general equity principles. By accepting this Guarantee and entering into the Agreement, the Beneficiary agrees that WMH shall be subrogated to rights of the Beneficiary against the Contractor in respect of any amounts paid by WMH pursuant to the Guarantee. WMH acknowledges that the Contractor is a direct or indirect subsidiary of WMH and that WMH will receive substantial benefit from the performance of the Agreement, Neither this Guarantee nor the Agreement may be amended without the advance written consent of WMH and the Beneficiary. No amendment shall be effective unless set forth in a written instrument so executed. If WMH shall default in the performance of its obligations hereunder, WMH shall pay to the Beneficiary all costs incurred by the Beneficiary in enforcing its rights hereunder against WMH, including reasonable attorney fees and court costs. Any notice or other communication required or permitted by the terms hereof shall be in writing and shall be given in a commercially reasonable manner to WMH at 1001 Fannin, 40`l' Floor, Houston TX 77002, Attention: General Counsel, or to such other address as WMH shall specify in writing to the Beneficiary at its above - specified address or such other address as the Beneficiary shall notify to WMH as provided herein. This Guarantee shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made to be performed therein. The Beneficiary's receipt and acceptance of this Guarantee shall constitute the Beneficiary's acceptance of and agreement to each and every term hereof. 34 25N -41 WASTE MANAGEMENT HOLDINGS, INC. RECEIVED AND ACCEPTED: By: By: Its: Its: (Beneficiary) 35 25N -42 EXHIBIT "A" SPECIFICATIONS Solid Waste collection and Recycling plastic carts ( "carts ") for curbside service, City of Santa Ana, California Desch Size A: 35 gallon Depth: 23.75 inches maximum (including handles) Width: 19 inches maximum Height: 35 inches maximum (to body rim) Size B: 64 gallon Depth: 27 inches maximum (including handles) Width: 24 inches maximum Height: 39 inches maximum (to body rim) Size C: 96 gallon Depth: 34.5 inches maximum (including handles) Width: 26 inches maximum Height: 43 inches maximum (to body rim) All three sizes must be available in green, grey and burgundy. Technical Requirements 1. Body: Carts shall be injection molded of virgin high density polyethylene plastic. The body of the cart shall be molded to present a smooth interior and exterior surface. The body of the cats shall have a minimum wear strip under the floor of `A inch (protecting the floor from abrasive contact with the street surface). 2. Material: Recyclable polyethylene, U.L, approved with a rating of FIB or better. Average Wall Thickness: Size A: Not less than .140 inch Size B: Not less than .160 inch Size C: Not less than .165 inch Carts shall be suitable for use in temperature of >1200 F to -200F. All plastic and component parts used in the construction of the carts shall be recyclable into other polyethylene products. Crosslink resin is not acceptable. All carts shall be manufactured with a minimum of 20% post consumer recycle content. Carts shall be manufactured with a UV stabilizer. The UV stabilizer shall be added in the solution during the polymerization, prior to pelletizing, compounding and molding. 36 25N -43 Independent laboratory tests of the carts bid must accompany bid samples certifying compliance as specified in part 2 of the detailed specifications, 3. Wheels: Two (2) wheels with self - lubricating bearings with a minimurn load rating of 120 lbs. per wheel. Wheels shall be attached to the axle via a tamper resistant snap -on method which contains no metal components. No cotter pins, "Pal nuts" or similar restraining devices shall be utilized to attach the wheel. All wheels shall be 1.75 inches wide. Wheels shall be easily removed for replacement with a non - commercially available tool, Wheel Sizes: Size A: 8 inches Size B: 10 inches Size C: 12 inches 4. Axles: Axles shall be solid steel and electro- plated with black zinc for durability and long life, Carts should be designed in such a way as to prevent the axle from popping out, An axle, which is only press fitted and not secured in some additional manner will not be acceptable. Axle Sizes: Size A: 5/8 inch Size B: 6/8 inch Size C: 7/8 inch 5. Lids: Lids shall be molded of the same material as the cart body and shall be permanently attached to the cart body with plastic hinge(s). Metal fasteners are not acceptable. Lids shall be watertight and slightly domed to facilitate run -off of rainwater. The lid shall be designed to fold over parallel to the back side of the cart when fully opened. Lids shall be factory assembled. 6. Locking Bar: The semi- automated lifting area shall be integrally molded with the body of the cart. The locking bar shall be able to rotate a fall three - hundred sixty (360) degrees and shall be constructed of zinc-coated steel to prevent rust and corrosion, Plastic locking bars are unacceptable. Certification by a certified independent laboratory shall be required of the following minimum standards and quality assurance measurements: 7.1 Drop Impact Test - material and weight shall be cold soaked at a temperature of not less than -20 F for 24 hours and dropped within 60 seconds of leaving the cold chamber, Carts shall remain watertight after a minimum drop height of 15 feet. Test loads are as follows: Size A: 120 lbs. distributed Size B: 160 lbs. distributed Size C: 180 lbs. distributed 7.2 Lift and Dump Test - shall verify the cart's compatibility with approved, commercially available, standard dumping equipment. Test shall be performed at room temperature with a cycle time that simulates lift, dump and return of 6 37 25N -44 seconds. Carts shall remain watertight and functional beyond 6,000 cycles. Test loads are as follows: Size A: 160 Ibs. distributed Size B: 250 Ibs. distributed Size C: 350 lbs. distributed 7.3 Wheel/Axle Test - shall verify the combined durability of the wheels, axle and cart axle supports lmder fully loaded conditions, The two cycle tests shall be performed at room temperature as follows: Cycle 1 - with a rolling length of 75 feet and a 5" curb drop. Cart shall continue to roll freely and be watertight after 1,000 drops. Cycle 2 - repeated with a 55' stair drop. Cart shall continue to roll freely and be watertight after 1,000 drops. Test loads shall be as follows: Size A: 125 lbs. distributed Size B: 200 lbs. distributed Size C: 350 lbs. distributed 7.4 Salt Spray - ASTM B117 -90 corrosion tests shall be applied to the lift bracket for a minimum of 96 hours and to the axle for a minimum of 500 hours. Bracket and axle shall remain corrosion free. 8. Serial Number /Manufacture Date: Each cart shall be hot stamped with a seven digit, 1 -1 /2" high alpha/mimeric identification number on the front of the cart. An in- molded year /month date wheel identification will be located on the bottom of the cart. 9. Markings: Each cart lid shall be clearly and permanently marked with the cart's size or volume capacity. 9.1 Precautionary instructions shall be molded into the lids in English and Spanish as follows: Size A: Cart Capacity 35 Gallons Do not overload or you may have difficulty controlling the cart. Do not roll cart with lid open, Do not put sand, soil, rocks or concrete in cart. Maximum load 125 pounds. Do not put anything hot such as ashes in the cart, Do not put paints, solvents, gasoline, oil, etc. in cart. 38 25N -45 Size B: Cart Capacity 64 Gallons. Do not overload or you may have difficulty controlling the cart. Do not roll cart with lid open. Do not put sand, soil, rocks or concrete in cart. Maximum load 200 pounds. Do not put anything hot such as ashes in the cart. Do not put paints, solvents, gasoline, oil, etc. in cart. Size C: Cart Capacity 96 Gallons. Do not overload or you may have difficulty controlling the cart, Do not roll cart with lid open. Do not put sand, soil, rocks or concrete in cart. Maximum load 250 pounds. Do not put anything hot such as ashes in the cart. Do not put paints, solvents, gasoline, oil, etc. in cart. 9.2 The hot stamp text area size shall be as follows: Size A: 21/2" x 14" Size B: 342" x 18" Size C: 4%2" "x 19" 10. References: Each bid shall include references of communities which have purchased like sizes and quantities of carts. For each reference, carts shall currently be in service for a minimum of years. 11. Warranty: Each cart must be covered by a minimum 10 year warranty against materials and manufacturing defects. The first five years (1 through 5) shall be with fall warranty, years 6 through 10 shall be prorated. 39 25N -46 1. 2. EXHIBIT "C" Rates Effective , 2016 CURBSIDE SERVICE Subject to the provisions of this Agreement, the City shall collect the rate of $20.03 on behalf of the Contractor for curbside service. The City shall collect the rate of $17.69 on behalf of the CONTRACTOR for all qualifying senior citizen and mobile park curbside service units. Rates for each additional solid waste collection and recycling plastic cart shall be no greater than $2.00 per month. RESIDENTIAL BIN SERVICE RATES Subject to the provisions of this Agreement, the CONTRACTOR may charge no more than the following rates for Residential Bin Service: Monthly Rate I YARD BIN X 1/WEEK $102.52 1 YARD BIN X 2 /WEEK $184.24 1 YARD BIN X 3 WEEK $265.94 1 YARD BIN X 4 /WEEK $347.74 1 YARD BIN X 5 /WEEK $429.39 1 YARD BIN X 6 /WEEK $531.97 2 YARD BIN X MEEK $111.61 2 YARD BIN X 2 /WEEK $202.44 2 YARD BIN X MEEK $293.30 2 YARD BIN X 4/WEEK $384.12 2 YARD BIN X 5/WEEK $474.94 2 YARD BIN X 6/WEEK $565.76 3 YARD BIN X 1/WEEK $162.18 3 YARD BIN X 2 /WEEK $282.91 3 YARD BIN X 3 /WEEK $403.51 3 YARD BIN X 4 /WEEK $524.35 3 YARD BIN X 5 /WEEK $645.04 3 YARD BIN X 6 /WEEK $817.63 4 YARD BIN X 1/WEEIC $192.07 4 YARD BIN X 2/WEEK $332.29 4 YARD BIN X 3 /WEEK $472.43 4 YARD BIN X 41WEEK $612.68 40 25N -47 4 YARD BIN X 5 /WEEK 4 YARD BIN X 6/WEEK $752.79 $965.58 CONTRACTOR may offer a discount in the Residential Bin rates to a Residential Bin Service Customer if said Customer regularly segregates Recyclable Solid Waste and /or Yard Waste by Waste Type in separate bins. 3. 4. COMMERCIAL/INDUSTRIAL BIN Subject to the provisions of this Agreement, the CONTRACTOR may charge no more than the following rates for Commercial /Industrial Bin Service: Monthly Rate 1 YARD BIN X 1 /WEEK $81.94 1 YARD BIN X 2 /WEEK $143.06 1 YARD BIN X 3 /WEEK $204.30 1 YARD BIN X 4 /WEEK $265.57 1 YARD BIN X 5 /WEEK $326.74 1 YARD BIN X 6/WEEK $408.64 2 YARD BIN X I/WEEK $91.22 2 YARD BIN X 21WEEK $161.79 2 YARD BIN X 3/WEEK $232.28 2 YARD BIN X 4 /WEEK $302.74 2 YARD BIN X 5 /WEEK $373.25 2 YARD BIN X 6 /WEEK $474.86 3 YARD BIN X I /WEEK $131.69 3 YARD BIN X 2/WEEK $242.67 3 YARD BIN X 3/WEEK $353.59 3 YARD BIN X 4/WEEK $464.52 3 YARD BIN X 51WEEK $575.45 3 YARD BIN X 6 /WEEK $738.18 4 YARD BIN X 1 /WEEK $172.17 4 YARD BIN X 2 /WEEK $313.11 4 YARD BIN X 3 /WEEK $454.11 4 YARD BIN X 4 /WEEK $595.20 4 YARD BIN X 5 /WEEK $736.20 4 YARD BIN X 6 /WEEK $949.80 CONTRACTOR may offer a discount in the commercial/industrial bin rates to a Commercial /Industrial Bin Service Customer if said Customer regularly segregates Recyclable Solid Waste and/or Yard Waste by Waste Type in separate -bins - - - - -- -- ROLL -OFF SERVICE RATES 41 25N -48 5. Subject to the provisions of this Agreement, the CONTRACTOR may charge no more than the following rates for Roll -Off Services: Container Size Haul Rate 10 Cubic yard $194.04 20 Cubic yard $194.04 40 Cubic yard $194.04 Additional Fee for Combactor $40.43 $40.43 $40.43 In addition to the Roll -Off Service rates set forth above, CONTRACTOR may charge the Roll -Off Service Customer for the actual Gate Fees paid at the Disposal Site or fees charged at the Materials Recovery Facility. SPECIAL BIN SERVICE RATES Subject to the provisions of this Agreement, the CONTRACTOR may charge no more than the following rates for Special Bin Services: (A) A bin which needs to be moved in excess of twenty -five (25) feet in order to be emptied may be assessed no more than the following fees: (1) Moving of bins 25 to 50 feet: $1.49 per month times the number of times emptied each week, (2) Moving of bins 51 to 75 feet: $2.92 per month times the number of times emptied each week. (B) A bin which possesses casters may be assessed a caster charge of no more than $3,63 per bin per month. (C) CONTRACTOR may apply a surcharge to bin Customers who use trash compactors of not to exceed a multiplier of 1.5 times the normal bin rate for said service. (D) CONTRACTOR may charge a special service charge of no more than $2.92 a month times the number of times a week a bin is emptied for moving a bin out of an enclosure. (E) CONTRACTOR may charge a fee of no more than $84.48 per bin for an additional bin pickup when such pickup is requested by a Customer. (F) CONTRACTOR may charge a fee of no more than $2.92 per month to a Customer who requests a bin with a lock. (G) CONTRACTOR may charge a reasonable fee for six (6) cubic yard Bin Service, (H) CONTRACTOR may charge a reasonable fee for a plastic injection molded two (2) cubic yard container. 42 25N -49 (I) CONTRACTOR may charge a fee of no more than $85.68 per bin to persons who need temporary use of a three (3) cubic yard bin. (J) CONTRACTOR may charge a reasonable fee for collection of Solid Waste on difficult to service streets. (K) CONTRACTOR may charge a fee of no more than $42.80 per occurrence for overflowing bins. (L) CONTRACTOR may charge a restart fee of $20.01 to restart commercial and roll off service when a permanent account has been terminated for non-payment, (M) CONTRACTOR may charge a bin exchange fee of $57.04 for each of two or more bin exchanges in a twelve (12) month period, due to bin size change. (N) CONTRACTOR may charge a trip charge of $68.43, per scheduled visit when the roll -off is not serviceable. (0) CONTRACTOR may charge a return to service fee of $68.43 per call, for two or more calls in a one -month period, by a commercial /residential bin service customer to return to provide service. (P) CONTRACTOR may charge a fee of $7.12 per bin., times the number of service visits per month, when stinger service is required for a commercial /residential bin service customer. (Q) CONTRACTOR may charge a customer a fee of $1.49 each for copies of disposal tickets. 6. EMERGENCY SERVICES (A) The rate per vehicle hour with a two (2) person crew providing emergency Roll - Off Service on an on -call basis shall be no more than sixty dollars ($60.00) for the term of this Agreement. (13) The rate per vehicle hour with a two (2) person crew providing emergency Bin Services on an on -call basis shall be no more than sixty five dollars ($65.00) for the term of this Agreement. 7. INCORPORATION OF A6SMART" PROGRAM IMPACT FEES INTO REFUSE SERVICE RATES (A) As of the date of this Agreement, the City is considering adoption of the "Sustainable Mobility and Roadway Transformation (SMaRT)" Program. The primary purpose of the SMaRT Program is to provide funding for necessary improvements to the City's streets to offset the "wear and tear" impact of heavy vehicle travel thereon. 43 25N -50 (B) As part of the SMaRT Program, the City commissioned a study to assess the impact heavy vehicles travelling within the City have on City streets. The study concluded that approximately 38.1% of the impact is due to refuse trucks and similar heavy vehicles travelling on City streets. As such, the study concluded that the costs of maintaining City streets to offset these impacts may be fairly apportioned to the cost of providing refuse service. (C) Therefore, should the City Council establish the SMaRT Program and should it apportion an amount of street maintenance costs to CONTRACTOR as part of providing refuse service, those additional costs, as established by ordinance or resolution (the "SMaRT Pees "), may be added as a separate line item by the CONTRACTOR to the customer's service rates and charges, in addition to those authorized herein. 44 25N -51 25N -52 CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: CONDITIONAL USE PERMIT NO. 2016 -22 TO ALLOW INDOOR COMMERCIAL RECREATION AT THE MCFADDEN PUBLIC MARKET RESTAURANT LOCATED AT 515 NORTH MAIN STREET - JOHN CHEN, APPLICANT {STRATEGIC PLAN NO. 3,21 CI Y MANAGE RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: _T•;• r ❑ As Recommended ❑ As Amended ❑ Ordinance on Is' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Receive and file the staff report approving Conditional Use Permit No. 2016 -22 as conditioned. PLANNING COMMISSION ACTION At its regular meeting on July 25, 2016, a vote of 4:0 (Alderete & Verino absent), the Planning Commission adopted a resolution approving Conditional Use Permit No. 2016 -22 as conditioned to allow indoor commercial recreation at the McFadden Public Market restaurant at 515 North Main Street located in the Specific Development No. 84 (SD -84) zoning district. The Planning Commission made no changes to the recommended conditions of approval outlined in the attached staff report (Exhibit A). DISCUSSION The McFadden Public Market proposes to occupy the entire building as a full - service restaurant and bar facility with indoor entertainment in the form of a 1980s gaming arcade. Although the arcade would be ancillary to the restaurant use, it will be distributed among both floors of the restaurant space and will include classic games such as pinball, foosball, and classic video games such as Pac Man and Donkey Kong. Full -sized site plans are available for public viewing in the Clerk of the Council Office. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies). 31A-1 CUP No. 2016 -22 — McFadden Public Market at 515 North Main Street August 16, 2016 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. ,Hassan Hagha , AIC Executive Director Planning & Building Agency HS:rb Hs:/ /McFaddenPublicMarket/CUP -16 -22 McFaddenPublicMarket.cc Exhibit: A. Planning Commission Staff Report 31A-2 REQUEST s r• JULY 25, 2016 TITLE: PUBLIC HEARING — FILED BY JOHN CHEN FOR CONDITIONAL USE PERMIT NO. 2016 -22 TO ALLOW INDOOR COMMERCIAL RECREATION AT THE MCFADDEN PUBLIC MARKET RESTAURANT LOCATED AT 515 NORTH MAIN STREET {STRATEGIC PLAN NO, 3,2) Prepared by Hally Soboleske Executive Dlrector 11_ - PLANNING COMMISSION SECRETARY APPROVED • As Recommended • As Amended • Set Public Hearing For DENIED 0 Applicant's Request 0 Staff Recommendation CONTINUED TO Planning Manager � —�� RECOMMENDED ACTION Adopt a resolution approving Conditional Use Permit No. 2016 -22 as conditioned. Request of Applicant John Chen is requesting approval of a conditional use permit (CUP) to allow the operation of a restaurant offering an accompanying gaming experience at 515 North Main Street. Establishments that provide indoor commercial recreation require conditional use permits pursuant to the Specific Development 84 (SD -84), and specifically Section 41 -2007, of the Santa Ana Municipal Code (SAMC). Project Location and Site Description The applicant is in the process of completing work and associated permits for tenant improvements to operate the McFadden Public Market within an existing two -story 9,950 - square -foot historic building located mid -block on the east side of Main Street between Santa Ana Boulevard and Fifth Street. Parking is provided in a small parking lot to the rear (east) of the building, as well as in public parking structures located in several Downtown areas. The site is surrounded by medical offices to the north and south, and commercial offices and dental offices to the west (Exhibits 1, 2 and 3). The proposed use will occupy the entirety of the building historically known as the McFadden Public Market located in the Downtown National Register District. The applicants propose to retain the name for their restaurant. Constructed in 1919 and remodeled in 1930, the building is individually listed on the Santa Ana Register of Historical Properties as "Key" due to its distinctive architectural style and quality and its association with Robert and James McFadden, important individuals during a significant period in the history of the City of Santa Ana. Additionally, the building is a contributor on the National Register and California Register. No major exterior fagade changes are proposed, other than the restoration of the upper floor windows from tinted to clear glass. EXHIBIT A 31A-3 CUP No, 2016 -22 July 25, 2016 Page 2 Protect Descriotion The McFadden Public Market proposes to occupy the entire building as a full-service restaurant and bar facility with indoor entertainment in the form of a 1980s gaming arcade. Although the arcade would be ancillary to the restaurant use, it will be distributed among both floors of the restaurant space and will include classic games such as pinball, foosball, and classic video games such as Pac Man and Donkey Kong (Exhibit 4). Food service will be made available during all business hours. The proposed gaming use requires the approval of a conditional use permit as a commercial recreation facility. Both the first and second floor will provide both men and women's bathroom facilities, and the kitchen will be located on the main floor. Bar seating is proposed on both floors, along with dining tables and comfortable seating nooks. Storage will be mainly provided on the first floor near the kitchen area. The facility will serve breakfast, lunch, and dinner and proposes operation from 5:00 a.m. to 2:00 a.m. The location maintains an active on -site Alcoholic Beverage Control (ABC) license, banquet use, and entitlements for after - hours, The applicant will also utilize age restrictions to ensure that the facility remains in compliance with local curfew laws, These laws allow minors to access the site between 3 :00 p,m. and 10:00 p.m. Monday through Friday of each week as well as Saturday and Sunday before 10:00 p.m. Vacation days and school holidays are exempted from the curfew law's restrictions, as are minors accompanied by a parent or legal guardian. In addition to its normal operations, the McFadden Public Market will also host private parties for individuals who rent all or part of the facility. Project Background Since its construction in 1919, the McFadden Public Market has contained a variety of land uses including restaurants, retail, and an open market place such as the Grand Central Market in both Santa Ana and Los Angeles. The building was remodeled in 1930, then damaged and repaired due to the 1933 earthquake. In 1984, it was designated to the National Register of Historic Places as a contributor to the Downtown Historic District. The property Is designated to the Santa Ana Register of Historical Properties and is significant for its Spanish Colonial Revival style of architecture and is association with Robert and James McFadden, brothers, farmers, landowners, lumber yard owners and entrepreneurs. In 2011, the tenant obtained entitlements for an ABC license, after -hours operation, and a banquet hall. The entitlements were still in place when Karmina took over the space, and remain in good standing. 31A-4 CUP No. 2016 -22 July 25, 2016 Page 3 General Plan and Zonina Consistenc The General Plan land use designation for the site is District Center (DC). District Center land -use districts provide bustling and accessible commercial development along the City's arterial transportation corridors and provide important neighborhood facilities and services. The Downtown District portion of the District Center serves as one of the County's major employment and governmental operations centers complemented with a mix of residential, commercial, and service uses to enhance urban vibrancy, The site and McFadden Public Market restaurant are consistent with the intent of the General Plan land use designation. The parcel is located within the SD -84 zoning district and maintains a Downtown (DT) sub- zone. The SD -84 zoning district allows for retail and service uses such as restaurants, banquet facilities, and indoor commercial recreation facilities, making the proposed McFadden Public Market restaurant consistent with the zoning designation. Proiect Analvsis Conditional use permit requests are governed by Section 41 -638 of the SAMC. Conditional use permit requests may be granted when it can be shown that the following can be established: • That the proposed use will provide a service or facility which will contribute to the general well being of the neighborhood or community. • That the proposed use will not; under the circumstances of the particular case, be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity. • That the proposed use will not adversely affect the present economic stability or future economic development of properties surrounding the area. • That the proposed use will comply with the regulations and conditions specified in Chapter 41 for such use. • That the proposed use will not adversely affect the General Plan of the city or any specific plan applicable to the area of the proposed use. If these findings can be made, then it is appropriate to grant the conditional use permit. Conversely, the inability to make these findings would result in a denial. Using this information staff has prepared the following analysis, which in turn forms the basis for the recommendation contained in this report. In analyzing these conditional use permit requests, staff believes that the following findings of fact warrant approval of the conditional use permit. 31A-5 CUP No. 2016 -22 July 25, 2016 Page 4 The proposed indoor commercial recreation conditional use permit will allow the tenant to operate a 1980's style gaming arcade in conjunction with a full- service restaurant. Patrons will be charged to use the use the arcade games as a form of entertainment while they wait for their meals to be prepared or as a leisure activity. Conditions of approval have been placed upon the use in order to mitigate potential concerns or impacts that arise from operating an arcade in conjunction with a restaurant that operates after -hours and serves alcohol. The following findings support the recommendation of approval for the indoor commercial recreation conditional use permit. The proposed indoor commercial recreation venue will provide a service to the community by allowing an additional recreational use within the City and by adding a use to Downtown that will complement the existing commercial uses, such as retail and dining, within the vicinity. Conditions of approval will mitigate any potential impacts created by the use and ensure that the use will not negatively affect the surrounding community. The McFadden Public Market restaurant will offer a unique dining experience with indoor entertainment to encourage patrons to rest. This unique use will contribute to the diversification of the range of goods and services available to the Downtown and Citywide patrons. The proposed conditional use permit for an adjunct arcade facility at this location will not be detrimental to persons residing or working in the vicinity as conditions have been placed on the use that will mitigate any potential negative or adverse impacts created by the typical operations. The tenant will maintain training and staffing required in order to ensure that the facility remains compliant with local and State laws. In addition, the use will occur within the interior of the premises, with no outdoor entertainment use proposed at the location. Staff and security personnel will maintain the area's order, preventing impacts to adjacent sidewalks or streets from pedestrian activity or vehicular circulation. The tenancy of the McFadden Public Market restaurant, located on one of Downtown's most important corridors (Main Street), will enhance the safety of the immediate vicinity by reducing vacancy at the site and bringing more activity to the area, thereby enhancing security in the surrounding area. The proposed use will not adversely affect the economic stability of the area but will instead allow the facility to draw patrons and become successful, thereby reducing the vacancy rate in the McFadden Public Market building and creating the possibility for patrons to support other local, complementary uses such as retail stores, service uses, or restaurants. The conditional use permit will allow the McFadden Public Market restaurant to operate in a unique way thereby contributing to the overall success of Santa Ana's Downtown by reducing vacancies, promoting the success of a local business, and allowing the facility's patrons the ability to support other local businesses. 31A-6 CUP No. 2016 -22 July 25, 2016 Page 5 As conditioned, the proposed project will be in compliance with all applicable regulations and conditions imposed on an indoor commercial recreation facility pursuant to Chapter 41 of the Santa Ana Municipal Code. The facility will be primarily maintained as a full- service restaurant with ancillary arcade facilities and staff available to ensure that the use remain in compliance with the City's curfew laws and with the standards in place to maintain order. The proposed use will not adversely affect the General Plan requirements. The granting of this conditional use permit supports several policies contained in the General Plan. Policy 22 of the Land Use Element encourages land uses that accommodate the City's needs for goods and services. Providing a venue that offers arcade gaming offers additional recreation options for Santa Ana residents and visitors. The granting of this conditional use permit also contributes to the development of Downtown Santa Ana as a regional destination. Furthermore, Policy 2.8 of the Land Use Element promotes the rehabilitation of commercial properties, and encourages increased levels of capital investment. The tenant improvements underway, as well as the long -term maintenance of this historic building, which holds "Key" status on the local register of historic buildings leads to the length of service this historic building may provide. Further, Policy 2.9 of the Land Use Element supports developments that create a business environment that is safe and attractive. Conditions of approval have been placed on the proposed ancillary indoor entertainment that will maintain a safe and attractive environment in Downtown Santa Ana. Complementing this, Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. The facility will be located in a commercial area and its operations will complement and will be compatible with the surrounding commercial businesses. Public Notification The project is located within the boundaries of the Lacy Neighborhood Association. Staff contacted the presidents of the Lacy and the nearby Downtown Neighborhood Associations to ensure that they were notified of this project and to identify any areas of concern. The project site was also posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter, and mailed notices were sent to all property owners and tenants within 500 feet of the project site. At the time of this printing, no correspondence, by phone, written, or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act the recommended action is exempt for further review per Section 15301. The Class 1 exemption allows the operation, repair, maintenance, permitting, or leasing of existing structures. 31A-7 CUP No. 2016 -22 ,July 26, 2016 Page 6 The project proposes to operate an ancillary arcade within a full- service restaurant and within an existing structure. Categorical Exemption Environmental Review No. 2016 -61 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 3 Economic Development, Objectives No. 2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies). Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission approve Conditional Use Permit No. 2016 -22 as conditioned. Hal y Soli if Senior PI nner HS:jm lis;11MGFaddenPubllcMarka000P -16.22 MCFaddenPubllcMarket.pc Attachments: Exhibit 1 — Vicinity Map Exhibit 2 — Location Map Exhibit 3 — Site Photo Exhibit 4 — Floor Plans 31A-8 S ve laam L1 c, (i, ; 1 cs � sP.a L'5 -.,P FP S, ll C, Cl MI, 1 -- - `� - '�y 'r ' Rd n m cr x Ru. A, Rt A3- A3- R3- 2 R nc I SP3 • SP -3 O -Iq'we IV)II IlnR IPon y I R0. RA `� PI Y nup Pnn xou "" E SV sP ST 0.� IO P} � N! a a v - G ki F RI P-3 k1 t Rt SRI u2 xull xpu D R3. � xne sp I R3 _ S 8 SP -3 3Y SP SV Rl tl� NJ D xv xno m2 � m � Si'•3 ti azu R2 R2 A, P P R2 s3 Az swl k1 � R1 Al N, Pz R2 P 5D, SPA aP ux R2 R1 R2 R 2 R2 P Fsz,3 Rt ki k1 m nua P P P P SPd 3I' -3 SP-3 P.4 SP.7aP D .n, \ \ soxo 5U -20 O ❑ SP -3 I °s O''I(I/'� \ \] N I H FCC , �sD -84% GC PD! � UN2�^ nR GC + : ■ UC Y c uc DT DT DT OT R UN2 a v DT DT DT OT * ( 0 DT FQT DT ,UN2 ^UN2 T DF DT P DT. a P P zoss sons DT DT �I W 0 N 0 DT SD -13 SD -2 m N$� b"T b'I' DT UN1 CDR P a� SUi U[b7+ Ftasr Al L-HR LA6 CUMMLT OR OWMEMALFaDE'fRAL RI "ANrMFAMILYF,ADEYMI. -B FAFNNGMODIACAlON w (}1V M5 CWTB q I FAMILYFEAOD D5N COMMEFDAMUIIAMAIN Mt UMTINDUSM& F2 MULTIMD NSTYMULTi Ci OOMMUNITYOCMMECMAL M2 flMWINDUSMAL FAMILYREMDME CI40 00 MOOMMMAUMMMMOISPICf MD MIUTARYOFEFATIONS PA SMd NAFMIMMTS C2 (33RFMLOOM7MMAL 0 ORNWE iE F DWALESTAM C3 W'MLEUSNEa3 P MOFESSOW.L E S�MFICDLVB.OFMINT C A W WLDWNE5 AMTMUA FCD F NNM OOMIMUNfIY MOFMW 2' S3MHGRAN CA PANNED840FTNCCUffER F(m FLANNEDRPIDLMI&DDALOFMLM C5 WRALCMIMEROAL CUP 2016 -22 f; McFADDEN PUBLIC MARKET w,l, u'P 515 NORTH MAIN STREET — —. 500 FEET 1 " =1DOG FEET P L A N N N G A N D B U I L D I N G A G E N C Y EXHIBIT 1 VICINITY MAP 31A-9 SANTA ANA OFFICE OFFICE CHURCH FIFTH COMMERCIAL PARKING STRUCTURE fnTumppriall Q COMMERCIAL �W OF �.n BOULEVA OFFICE i i RE PARKING STRUCT RE COMMERCI L FOURTH STRE � IF- 0 1 CUP 2016-22 McFADDEN PUBLIC MARKET 515 NORTH MAIN STREET, P L A N N I N G A N D B U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 31A -10 CIVIC CENTER DRIVE OFFICE M SEUM U E— OFFICE CHURCH w w F F w w POST OF w COMMERCIAL w ~ H CHURC `n F- I-- `n [CHURCH SANTA ANA OFFICE OFFICE CHURCH FIFTH COMMERCIAL PARKING STRUCTURE fnTumppriall Q COMMERCIAL �W OF �.n BOULEVA OFFICE i i RE PARKING STRUCT RE COMMERCI L FOURTH STRE � IF- 0 1 CUP 2016-22 McFADDEN PUBLIC MARKET 515 NORTH MAIN STREET, P L A N N I N G A N D B U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 31A -10 EXHIBIT 3 31A-1 1 - EXHIBIT 4 Page 1 of 2 31A -12 § K( \\ ®o Q ° «| § j f X. =m r , § o (! « k\ 3 k ƒ \ % \ !k d \ � ± !` . E E x \ \ / . \ { x 2 ' \ LL \ -- �� - - - —, . ON �\ �) — - - - - - -- �j Page «! 21A.12 LS 7.25.16 RESOLUTION NO. 20'16 -XX A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2016 -22, AS CONDITIONED, TO ALLOW INDOOR COMMERCIAL RECREATION AT 515 NORTH MAIN STREET BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1, The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Applicant is requesting approval of Conditional Use Permit No. 2016 -22 to allow Indoor Commercial Recreation at 515 North Main Street. B. Santa Ana Municipal Code Section 41 -2008 (Table 2A) requires approval of a conditional use permit for Indoor Commercial Recreation in the Downtown (DT) zone. C. On July 25, 2016, the Planning Commission held a duly noticed public hearing on Conditional Use Permit No. 2016 -22. D. The Planning Commission of the City of Santa Ana determines that the following findings, which must be established in order to grant this Conditional Use Permit pursuant to Santa Ana Municipal Code (SAMC) Section 41 -2008 (Table 2A), have been established for Conditional Use Permit No. 2016 -22 to allow Indoor Commercial Recreation: E, Will the proposed use provide a service or facility that will contribute to the general well -being of the neighborhood or community? The proposed indoor commercial recreation venue will provide a service to the community by allowing an additional recreational use within the City and by adding a use to Downtown that will complement the existing commercial uses, such as retail and dining, within the vicinity. Conditions of approval will mitigate any potential impacts created by the use and ensure that the use will not negatively affect the surrounding community. The McFadden Public Market will offer a unique dining experience with indoor commercial recreation to encourage patrons to linger. This unique use will contribute to the diversification of the range of goods and services available to the Downtown and Citywide patrons. Will the proposed use under the circumstances of the particular case be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity? Resolution No. 2016 -xx Page 1 of 7 31A -14 The proposed conditional use permit for an adjunct arcade facility at this location will not be detrimental to persons residing or working in the vicinity because conditions have been placed on the use that will mitigate any potential negative or adverse impacts created by this type of operation. The tenant will maintain training and staffing required in order to ensure that the facility remains compliant with local and State laws. In addition, the use will occur within the interior of the premises, with no outdoor operations proposed at the location. Staff and security personnel will maintain the area's order, preventing impacts to adjacent sidewalks or streets from pedestrian activity or vehicular circulation. The tenancy of the McFadden Public Market restaurant, located on one of Downtown's most important corridors (Main Street), will enhance the safety of the immediate vicinity by reducing vacancy at the site and bringing more activity to the area, thereby enhancing security in the surrounding area. G. Will the proposed use adversely affect the present economic stability or future economic development of properties surrounding the area? The proposed use will not adversely affect the economic stability of the area but will instead allow the facility to draw patrons and become successful, thereby reducing the vacancy rate in the McFadden Public Market building and creating the possibility for patrons to support other local, complementing uses such as retail stores, service uses, or restaurants. The conditional use permit will allow the McFadden Public Market to operate in a unique way thereby contributing to the overall success of Santa Ana's Downtown by reducing vacancies, promoting the success of a local business, and allowing the facility's patrons the ability to support other local businesses. Will the proposed use comply with the regulations and conditions specified in Chapter 41 for such use? As conditioned, the proposed project will be in compliance with all applicable regulations and conditions imposed on an arcade facility pursuant to Chapter 41 of the Santa Ana Municipal Code. The facility will be primarily maintained as a full- service restaurant with ancillary arcade facilities and staff available to ensure that the use remain in compliance with the City's curfew laws and with the standards in place to maintain order. I. Will the proposed use adversely affect the General Plan or any specific plan of the City? The proposed use will not adversely affect the General Plan requirements. The granting of this conditional use permit supports several policies contained in the General Plan. Policy 2.2 of the Land Use Element encourages land uses that accommodate the City's needs for goods and services. Providing a venue that offers arcade gaming offers additional recreation options for Santa Ana residents and visitors. The granting of this Resolution No. 2016•xx Page 2 of 7 31A-15 conditional use permit also contributes to the development of Downtown Santa Ana as a regional destination. Furthermore, Policy 2.8 of the Land Use Element promotes the rehabilitation of commercial properties, and encourages increased levels of capital investment. The tenant improvements underway, as well as the long -term maintenance of this historic building, which holds "Key" status on the local register of historic buildings leads to the length of service this historic building may provide. Further, Policy 2.9 of the Land Use Element supports developments that create a business environment that is safe and attractive. Conditions of approval have been placed on the proposed ancillary indoor entertainment that will maintain a safe and attractive environment in Downtown Santa Ana. Complementing this, Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. The facility will be located in a commercial area and its operations will complement and be compatible with the surrounding commercial businesses. Section 2. In accordance with the California Environmental Quality Act the recommended action is exempt from further review per Section 15301, The Class 1 exemption allows the operation, repair, maintenance, permitting, leasing or minor alteration of existing structures with negligible or no expansion of use beyond that existing: The project is an existing structure which is adding the ancillary use of indoor commercial recreation. Categorical Exemption Environmental Review No. 2016 -61 will be filed for this project. Section 3. The applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the sole negligence of the City of Santa Ana. Section 4. The Planning Commission of the City of Santa Ana after conducting the public hearing hereby approves Conditional Use Permit No. 2016 -22, as conditioned as set forth in Exhibit A attached hereto and incorporated herein by reference, for the property located at 515 North Main Street. This decision is based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Request for Planning Commission Action dated July 25, 2016 and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. Resolution No. 2016 -xx Page 3 of 7 31A -16 ADOPTED this 25th day of July, 2016. AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: Lynnette Verino Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 2016 -xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on July 25, 2016, Date: Acting Recording Secretary City of Santa Ana Resolution No, 2016 -xx Page 4 of 7 31A -17 EXHIBIT A Conditions of Approval Conditional Use Permit No. 2016 -22 for indoor commercial recreation is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code and all other applicable regulations. The applicant must comply in full with each and every condition listed below rp for to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the conditional use permit. Failure to comply with each and every condition may result in the revocation of the conditional use permit. 1. The premises shall at all times be maintained as a full - service restaurant with an ancillary arcade. 2. All existing or new lighting on the building's exterior must be maintained in working order. 3. There shall be no amplified sound used outside the building. 4. The arcade facility shall comply with the City's noise ordinance at all times. 5. Minors /those under eighteen (18) years of age shall not be permitted to enter or remain in the establishment during the following periods unless accompanied by a parent or legal guardian: a. Between 8:00 a.m. and 3:00 p.m., or after 10:00 p.m. on Monday through Friday of each week. b. Saturday and Sunday after 10:00 p.m. c. The above weekday daytime hours of restriction shall not apply to vacation days or school holidays as established by any public school district or private school, kindergarten through twelfth grade, operating within the city. d. Notice of these hours of restriction for minors shall be posted at all building entrances in lettering of at least two (2) inches in size. 6. "No loitering" signs shall be posted at the front and rear entrances of the business. 7. Employees shall be at least twenty -one (21) years of age after 10:00 p.m. and shall be at least eighteen (18) years of age during all other times. Resolution No. 2016 -xx Page 5 of 7 31A -18 Occupancy shall not exceed that required under the uniform building code and uniform fire code, and the maximum occupancy load shall be posted at the main entrance. The establishment shall maintain and operate a camera /video surveillance system with recording capability during all business hours. The system shall cover the entire interior of the premises and all entrances to and exits from the establishment. The camera /video surveillance system shall be capable of delineating on playback of the system the activity and physical features of persons or areas within the premises, a. Recordings shall be kept a minimum of seventy - two (72) hours. b. The business owner shall permit the city to inspect the recordings during business hours. The system shall be maintained in good working order, including the running of the tapes, disks, or other digital media. c. A sign shall be posted inside and at the entrance to the establishment indicating that the premises are under camera /video surveillance. The Police Department shall be granted access through an IP -based system to all surveillance systems. 9. The business operator, at his /her expense shall provide a California licensed uniform security guard on the premises Monday through Friday between 4:00 p.m. and closing, and Saturday through Sunday between 12:00 p.m. and closing, at a rate of one guard per one - hundred (100) patrons, with a minimum of one present, during all special events. a. The chief of police is authorized to require a specific owner /operator to provide a security guard(s) on the premises at other hours of the day in the event that there are significant calls for service relating to assaults, gang related activity; weapons offenses, disturbances, and juvenile related crime, including truancy, or other good cause. b. Any decision of the chief of police may be appealed to the city council. Any appeal shall be made within ten (10) calendar days following the date of the decision by the chief of police. Further, such appeal period shall end at 5:00 p.m. on the tenth calendar day following such date of the written decision by the chief of police. If such tenth calendar day ends on a Saturday, Sunday or holiday, the 10 -day period shall end at 5:00 p.m. on the next regular business day. c. All appeals shall be in writing and on forms provided by the planning department and shall specify wherein there was any error of decision or requirement by the chief of police. Furthermore, a copy of such appeal shall be filed with the planning department and the clerk of the council. d. Upon receipt of such appeal, the planning department shall set the matter for hearing by the city council. Resolution No. 2016 -xx Page 6 of 7 31A -19 e. The city council may, after public hearing, affirm, reverse, change, or modify the original decision and may make any additional determination it shall consider appropriate within the limitations imposed by this chapter. Such decision shall be filed with the clerk of the council, and the planning department; one (1) copy thereof shall be sent to the applicant. 10. During those times when patrons are restricted to 18 years of age or older, the applicant shall at all times utilize an age verification means or device to ensure compliance with the City's curfew laws. 11, Queuing lines outside the facility shall be managed in an orderly manner and all disruptive patrons shall be denied entry. The business owner, or his/her designee, shall be responsible for monitoring the queuing lines at all times. 12. Outdoor queuing lines shall not block public walkways or obstruct the entry or exit doors of adjacent businesses. Stanchions or barriers must be used to maintain order at all times the queue exceeds 25 patrons. If located on public property those barriers must be approved by the Public Works Agency. 13. Permissible window displays must be kept to a minimum for maximum visibility and shall not exceed 25 percent (25 %) of window coverage. Moor displays or furniture near windows shall not exceed three (3) feet in height. 14. Interior lighting shall be maintained at a minimum of thirty (30) footcandles of light during typical day configurations when the facility is used as a computer gaming facility. 15. Live Entertainment, including but not limited to, amplified music, karaoke, performers and dancing, shall be subject to the issuance of an entertainment permit pursuant to Santa Ana Municipal Code (SAMC) Chapter 11 — Entertainment, and shall comply with all of the standards contained therein. Notwithstanding this requirement, music /noise shall not be audible beyond twenty (20) feet from the exterior of the premises in any direction. 16. The premises shall not be operated as an adult entertainment business as such term is defined in SAMC Section 41- 1701.6. Any adult entertainment or access to pornography is prohibited. 17.The applicant(s) shall be responsible for maintaining free of litter the area adjacent to the establishment. 18. Install a silent armed robbery alarm. 19. Any activities or tournaments that meet State definitions and that conflict with State laws on gambling, including "games of chance," are strictly prohibited. 20.This conditional use permit serves to approve an indoor commercial recreation use only. Any change in type of indoor commercial recreation as defined by SAMC Sections 41- 142 and 41 -2080 is subject to approval of a new conditional use permit. Resolution No. 2016 -xx Page 7 of 7 31A-20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: VARIANCE NO. 2016 -06 TO ALLOW A REDUCTION IN PARKING FOR THE BRISTOL PLACE RETAIL CENTER AT 3300 -3398 SOUTH BRISTOL STREET - GREG FICK, APPLICANT (STRATEGIC PLAN NO. 3,2) 1 CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: , * ❑ As Recommended ❑ As Amended ❑ Ordinance on Ise Reading ❑ Ordinance on 2nd Reading ❑ Implementing Reeolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the staff report approving Variance No. 2016 -06 as conditioned. PLANNING COMMISSION ACTION At its regular meeting on July 25, 2016, by a vote of 4:0 (Alderete & Verino absent) the Planning Commission adopted a resolution approving Variance No. 2016 -06 as conditioned to allow a reduction in required parking for new restaurant uses within the Bristol Place retail center at 3300 -3398 South Bristol Street located in the Planned Shopping Center (C -4) zoning district. The Planning Commission made no changes to the recommendation outlined in the attached staff report (Exhibit A). DISCUSSION Greg Fick, representing the property owners, is requesting approval of a variance from Section 41- 1341 of the Municipal Code in order to allow a reduction in required parking for new restaurant uses at the Bristol Place retail center located at 3300 -3398 South Bristol Street. The overall site is approximately 12.67 acres in size and contains a multi- tenant commercial center that is located at the southwest corner of West Alton Avenue and South Bristol Street. The site is anchored by a Target retail building and contains numerous retail and eating establishments. In conjunction with the parking variance, the applicant will be making several modifications and improvements to the site. These include demolition of 1,560 square feet of existing building area and the removal of 16 parking spaces to accommodate two new outdoor dining areas with seating and related amenities; installing a clearly defined pedestrian path of travel to connect the buildings within the center; the repairing, reslurrying, and restriping of the parking lot; the installation of bike racks throughout the center; and the replacement of dead and /or missing landscaping. Full -sized plans are available for public viewing in the Clerk of the Council Office. 31 B -1 VA No. 2016 -06 — Reduction in Parking for Bristol Place Retail Center at 3300 -3398 South Bristol Street August 16, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies). FISCAL IMPACT There is no fiscal impact associated with this action. assan Hagiiani, CP Executive Director Planning & Building Agency VF: rb VF \Reports \VAS \VA16 -06 Target Center Parking VA.= Exhibit: A. Planning Commission Staff Report 31 B -2 REQUEST FOR P y PLANNING COMMISSION MEETING DATE: JULY 25, 2016 TITLE: PUBLIC HEARING — FILED BY GREG FICK FOR VARIANCE NO. 2016-06 TO ALLOW A REDUCTION IN PARKING FOR THE BRISTOL PLACE RETAIL CENTER AT 3300 -3398 SOUTH BRISTOL STREET (STRATEGIC PLAN NO. 3, 2) Prepared by Vince Fregoso PLANNING COMMISSION SECRETARY APPROVED d As Recommended • As Amended • Set Public Hearing For DENIED 0 Applicant's Request rl Staff Recommendation CONTINUED TO Executive Director �._ Planning Manager RECOMMENDED ACTION Adopt a resolution approving Variance No. 2016 -06 as conditioned. Request of the Applicant Greg Fick of Tait and Associates, representing CP Bristol SA LLC, is requesting approval of a variance from Section 41 -1341 of the Santa Ana Municipal Code (SAMC) in order to allow a reduction in required parking for new restaurant uses within a retail center located at 3300 -3398 South Bristol Street. Proiect Location and Site Description Greg Fick, representing the property owners, is requesting approval of a variance from the Municipal Code in order to allow approximately 24,000 square feet of vacant and leased tenant space to be converted to restaurant uses at the Bristol Place retail center at 3300 -3398 South Bristol Street, The overall site is approximately 12.67 acres in size and contains a multi- tenant commercial center that is located at the southwest corner of West Alton Avenue and South Bristol Street. The site is anchored by a Target retail building and contains numerous retail and eating establishments. The retail center contains approximately 168,541 square feet of commercial and restaurant space that consists of a 105,831 square foot Target building and 62,710 square feet of retail, service and restaurant uses. The tenants currently share 727 parking spaces that are provided in a surface parking lot. The site is surrounded by residential uses and an AT &T distribution building to the north, commercial to the south and east, and residential to the south and west (Exhibits 1, 2 and 3). The General Plan land use designation for the site is General Commercial (GC). General Commercial land use districts provide accessible commercial development along the City's arterial transportation corridors and provide important neighborhood facilities and services, such as retail and restaurant uses. The site is located within the Planned Shopping Center (C -4) zoning district, which allows retail and service uses including retail, service and restaurant uses, making the proposal consistent with the General Plan and zoning designations. EXHIBIT A 31 B -3 Variance No. 2016 -06 July 25, 2016 Page 2 Proiect Descriotion The applicant is requesting approval of a variance for a 29 percent reduction in parking to allow additional restaurant uses within the Bristol Place retail center. If approved, the property owner intends to lease vacant and currently occupied tenant spaces to uses that are permitted within the zoning district but have a higher parking demand than what exists at the site, including restaurant uses. Tenant improvements will be made to the tenant spaces on an as- needed basis to meet the needs of the proposed uses. In conjunction with the parking variance, the applicant will be making several modifications and improvements to the site. These include the demolition of 1,560 square feet of existing building area and the removal of 16 parking spaces to accommodate two new outdoor dining areas with seating and related amenities; installing a clearly defined pedestrian path of travel to connect the buildings within the center; the repairing, reslurrying and restriping of the parking lot; the installation of bike racks throughout the center; and the replacement of dead and /or missing landscaping (Exhibit 4). Proiect Backaround The existing commercial center was constructed in 1986 to accommodate a Target retail store and numerous smaller retail tenants. Since the original date of construction, minimal upgrades and improvements have been made to the center. Over the past several years, the center has experienced difficulty attracting and retaining retail tenants, which has led to numerous vacancies and month -to -month leases. The owner has had numerous requests for food - related tenants, which has led to the applicant's variance request. In conjunction with this re- tenanting request, the property owner is currently in the process of developing plans to remodel the ancillary retail buildings in an effort to attract new tenants. The proposed parking variance and related site improvements are intended to assist in attracting new tenants to the center. Project Analysis Variance requests are governed by Section 41 -638 of the SAMC. Variance requests may be granted when it can be shown that a special circumstance exists related to the property, such as size, shape, topography, location or surroundings; that the variance is necessary for the preservation and enjoyment of substantial property rights; that the variance will not be detrimental to the public or surrounding property; and that the variance will not adversely affect the General Plan. If these findings can be made, then it is appropriate to grant the variance. Conversely, the inability to make these findings would result in a denial. Using this information, staff has prepared the following analysis, which forms the basis for the recommendation contained in this report. The applicant is requesting approval of a variance to allow a reduction in required parking. The retail center currently contains 727 parking spaces to serve all uses, which will be reduced to 711 to accommodate the outdoor dining areas. The additional restaurant uses proposed for this development will result in a parking demand of approximately 917 parking spaces, which is less 31 B -4 • f • i• i than currently provided at Bristol Place. If approved, the proposed variance will allow a 29 percent reduction in required parking, Per Section 41-1341, one parking space is required for each 100 square feet (10 spaces per 1,000 gross square feet) of floor area for a restaurant use. Based on the SAMC requirements, a deficit of 206 parking spaces (29 percent) would occur. To determine whether or not the number of existing parking spaces within the center is adequate to accommodate additional restaurant uses, and therefore substantiate the variance request, the applicant hired the traffic engineering firm of Linscott Law & Greenspan (LLG) to prepare a parking demand analysis for Bristol Place. The parking study used procedures developed by the Urban Land Institute (ULI) for shared parking and that were documented in the published Shared Parking manual. The study evaluated the parking patterns and demands of the existing tenants within the center in order to identify an expected parking demand for the site with additional food uses. Further, the study analyzed the various uses on the site to determine the peak parking demand based on the different peak times of the different uses of the center. The Linscott Law & Greenspan study revealed that, based on an analysis of the existing and proposed uses, the peak parking demand for the site would be 415 spaces. The 415 space demand was derived by considering several factors: Site visits to the center were conducted on three separate days (Thursday, Friday and Saturday) from 8:00 a.m. to 8:00 p.m. to identify the actual usage of the parking lot, applying a parking demand for the vacant tenant spaces, and applying a parking demand for the proposed restaurant tenants. Based on this analysis, the projected 415 parking space demand for the Bristol Place retail center, which would occur on a Friday at noon, will be less than the 711 spaces available at the center for the existing and proposed uses, with the center able to accommodate the proposed retail, office and restaurant tenant mix (Exhibit 5). Based on this analysis, the retail centers peak parking demand of 415 spaces would occur during the weekday (Friday) peak at 12:00 p.m. and 394 spaces during the weekend (Saturday) peak hour at 2 :00 p.m. Moreover, the study reflects the center's separate peaks, which would also occur at noon and 7:00 p.m. on weekdays and at 2 :00 p.m. on weekends. The parking study considered the loss of several stalls to be removed to accommodate outdoor dining. All of the peak demands will be less than the 711 spaces available on the site after the restriping, leaving parking surpluses that will range from 312 to 349 spaces (Exhibit 5). Over the past several years, the City has approved similar requests for parking variances to allow a reduction in parking at larger centers, including Bristol Marketplace located at Bristol and Seventeenth Streets, OSH Center located at 1935 East Seventeenth Street, and the Brookhollow Office Park located at 1500 -1570 East Warner Avenue. Parking variances at these locations were approved with reductions in parking of approximately 30, 31 and 18 percent, respectively. Moreover, the parking analysis prepared for Bristol Place indicates that projected surplus amounts of parking will be similar in proportion to or exceed the aforementioned project sites for which parking analyses were also prepared, 31 B -5 Variance No. 2016 -06 July 25, 2016 Page 4 In analyzing the applicant's request, staff believes that unique circumstances exist that warrant approval of the variance. This includes its location, which results in no feasible option to provide additional parking that the Santa Ana Municipal Code requires for restaurant uses; on -site parking spaces will be sufficient to accommodate all uses on the site as identified in the parking analysis for the project; the parking variance will preserve the properly owner's ability to lease the building to uses that will contribute to identifying the site as an economically viable development; the site will have sufficient parking to accommodate the various uses during the peak parking hours on both weekdays and weekends; and, the variance will allow the property owner to fill vacant tenant spaces, contributing to the vitality and success of the retail center. Finally, conditions have been placed to ensure that the site be in compliance with all other development standards applicable to the property. The project site is located within the boundaries of the Mid -City Neighborhood Association and adjacent to the Memorial Park and Shadow Run Neighborhood Associations. Staff contacted the presidents of these neighborhood associations, who identified no concerns with the project. The project site was also posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter, and mailed notices were sent to all property owners and tenants within 500 feet of the project site. At the time of this printing, no correspondence, by phone, written, or electronic, had been received from any members of the public. CEQA Comollance In accordance with the California Environmental Quality Act the recommended action is exempt for further review per Section 15301. The Class 1 exemption allows the operation, repair, maintenance, permitting, or leasing of existing structures. The project consists of the re- tenanting of existing retail tenant spaces within a commercial center. No expansion of square footage or interior reconfigurations of existing square footage is proposed as part of the project. The proposed restaurant tenants have been found by the City's development review agencies to not create any adverse impacts. The restaurant uses are proposed to be located on a site that is not designated by federal, state, or local agencies to be an environmental resource of hazardous or critical concern. The cumulative impact of this project will not be significant as the property is already served by roads and utilities and will not create any adverse impacts such as noise, traffic, or safety concerns. There is no reasonable possibility that the project will have a significant effect on the environment due to unusual circumstances. The project is not located within a highway officially designated as a state scenic highway and will not result in damage to scenic resources. The project is not located on a site which is included on any list compiled pursuant to Section 65962.5 of the Government Code. Lastly, the project is not proposed on a site that is considered a historical resource or that is listed in the Santa Ana Register of Historic Properties. As a result, Categorical Exemption Environmental Review No. 2015 -125 will be filed for this project. RIUM � i � t• July 25, i Page 5 Strateaic Plan Alianment Approval of this item supports the City's efforts to meet Goal No. 3 Economic Development, Objective No. 2 (create new opportunities for businesMob growth and encourage private development through new General Plan and Zoning Ordinance policies). Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission adopt a resolution approving Variance No. 2016 -06 as conditioned. Vince Fregoso, P Principal Plann r VF:jm VRReportaWAS1VA16 -06 Target Center Parking VA.pc072616 Attachments: Exhibit 1 — Vicinity Map Exhibit 2 — Land Use Map Exhibit 3 — Site Photo Exhibit 4 — Site Plan Exhibit 5 — Shared Parking Analysis 31 B -7 0 SK A 1pgA b kYP4-0 RFVRa CI Rt -RRp Al Rt pt RI RI- Y RFGAU - Cl I, P41p GRP ;• PRD RF e i 1 Rl kl x GRD s H —mot Ln Ri a O IF�. � R7 MU 'v,v Ml z Al Mi Al G a Ri Rt Rt y s SD -5 sD-A I ci Ris R, / RI pROJECT5ITE C4 a 1 III it i —__4—"..i jiSD -7i G/ }RI-PRD , 1 R4 C7 _ ' = ^II I IMeo Wt 1L[ib55�: I 11 ql 1 C7 0 Y sous f17 SD- M1R AVE. r i , Al UJIER -AGACOOURALT !R ODMMEWLFESMIMAI. B7 ONCLEFAMI1YfJT30OVAL -B rAWINGIAJCYFCATCM Cc GJVEFRV1819CLM6i m I FNALYRWCNS 08A 00N'AlHU1 PL'SXMl MPIN M1 UGiTli^G.ISIRAL W MBLIREIXN.UTYIOU I L Cl OWIO NNCCMNUUAL MT WAVYINDJSNd FAMLYF IIDBNCE Cl-MD WAA OWNI AAIJMLEEN DS0 MO MRJTAR(oPSRAiIDNS Bd gJWf5ANN'A ,e4TS C2 fMlT1LC7W& -,0X 0 a&iUACE FE FBDBOALM, ATE C3 CI NIMEUINES F FMFM DA4- BJ 3ETIFICDE\B -0RAMr CiA CMiRALBJSNE£MIISFMUACi Rp p.MtvglQkAMW7YU:Yl- CWALNi m �RcRm CO PoMKED &l;k44l CEN782 FiSl Ii.WJfiPJf'::iCEN71AL LE`Aicrt&Nr C5 AiiMAL13,`MNIMAL VA 2016 -6 Z BRISTOL PLACE PARKING VARIANCE A 3300 -3398 SOUTH BRISTOL STREETbDFEE "= 1000 FEET P L A N N I N G A N 0 U 1 L D I N G A G E N C Y_ EXHIBIT 1 VICINITY MAP Y. • VA 2016 -6 3 ' BRISTOL PLACE PARKING VARIANCE ( ew 3300 -3398 SOUTH BRISTOL STREET �P L A N N I N G A N D B U I L D I N G A G E N C Y� LAND USE MAP EXHIBIT 2 31 B -9 e r�I1fC y• a A VA 2016 -6 3 ' BRISTOL PLACE PARKING VARIANCE ( ew 3300 -3398 SOUTH BRISTOL STREET �P L A N N I N G A N D B U I L D I N G A G E N C Y� LAND USE MAP EXHIBIT 2 31 B -9 t _- �# Am "�i'�` E r •� � r1 ��a ' a t of 1 W �Gii 1 4 5 ac ae.n.,u V7 INN Yam .- .__..,,. sazr aan Willy v S R0ISIHH JN \'pN 4a 6aa am�rvaaao ' 113yN9d :BNNeL13N -:azva -+ 3' a��d �{Uil�.�[iji] IWYHVI IIY1:g3H83Hp y 1[ � 41 ol- fi�31aq y KfV'ld ORS san Wna €� g=g€ �q��& �� �33}fi}g =g" C� 9y9y ' `§�j❑�! tlb ZS9 �igaC s psipg3 g y G� jai H6 xixih �ry ItHREO `g § a@ i3 al a S ¢ R 4 � 'est B 'etR 1 a M �e ySy�aP s: aaS&¢g a a$�4 a H� x s S ;8 'a sp& 4� s k$� palun li € &B�Hill - I �s. 133il .L5 91SIN9 �yya�c 1 I y. W I, W Ss 9 i d 44 d Ib� �si 8 I 4 J i s �e3P i� Al t 4r non \p aft i r d e 4i ei MI LM31! T 4a q 43� 3' I ems - 1[ � �e3P i� Al t 4r non \p aft i r d e 4i ei MI LM31! T 4a q 43� N � y �;9 w 0 I i D ` 4 l s tlyY y ' W p, U � *u April 13, 2016 Engineers &Planners traffic Transportation Mr. William Rothacker; Jr. Parking Cadence Capital Investments, LLC 178 North Crescent Drive, Suite 4 ngo4tt. a,nr& ;reensrc,,., hlfjh,ner, Beverly Hills, CA90210 2EaemuseveCircle s,lile 250 LLG Reference No. 2,15.3610.1 Irvine, CA 92614 949,825,6175 T Subject: Updated Parldng Demand Analysis for Target Center 9481MBI 3 r www.g {lengmenrs.can, Santa Ana, California Pasadena Dear Mr. Rothacker: Irvine San Diego As requested, Linscott, Law, & Greenspan, Engineers (LLG) is pleased to submit this Woodland Hills Updated Parking Demand Analysis for Target Center, an existing 168,595 square - foot (SF) neighborhood shopping center that is generally located on the southwest quadrant of Bristol Street and Alton Avenue in the City of Santa Ana, Cailifunia. This report: is an update of our prior submittal dated October 5, 2015 to integrate refinements to the proposed mix of uses along with incorporation of a parking management plan (PMP) as requested in the December 21, 2015 Bristol Place Parking Variance letter prepared by the City of Santa Ana, Based on our understanding, a parking study is required by the City of Santa Ana to determine the parking demand for the existing shopping center with the re- occupancy of 24,800 square -feet (SF) of vacant and existing retail to be converted to restaurant use to ensure that adequate parking is provided upon fill] occupancy of the site, At the time of our parking demand field study, the retail center had a current occupancy of 159,289 SF and a vacancy of 9,306 SF. The occupied buildings consist of retail, medical /dental office and restaurant use, while the vacancies consist of proposed restaurant uses. In addition, the project is proposing to vacant 15,494 SF of retail and convert it to restaurant use, Philip M bascod, PE iwl w n A parking study has been required by the City of Santa Ana to evaluate the parking dw� M c'e,,,,11 PEI " W illiain A. Lnw, P6 wen requirements and operational needs of the center at 'future full occupancy, This report Paul W. WllBlnsnn, Pe evaluates those needs based on actual field study of existing peak parking demands at Jahn P Kaeting, PE the site, application of City code, and further application of the Urban Land onmd 6 shemler PE Institute's (ULI) Shared Parking methodology, John a Bnannan. PE Clare M. L,mk- ,laagnr, PE Richard E. Bwreaa PE Keil D. Mahnrry PE EXHIBIT 5 en LlilVre GUiw+ri- Inun,!aJ r'nar 31 B -12 Mr. William Rothacker, Jr. April 13, 2016 Page 2 Our method of analysis, findings, and reconunendations are detailed in the following sections of this report. Briefly, we find the following: • Inventoried existing parking supply on die site totals 727 spaces. However, due to site modifications, the proposed parking supply totals 711 spaces, • Existing weekday and weekend (August 2015) peak parking demands at the site totals 335 spaces and 323 spaces, respectively. • A "code" calculation for full occupancy levels requires 1,012 spaces, resulting in a theoretical deficiency of 301 spaces. • Also assuming fill furture occupancy upon completion of the Project a theoretical shared parking analysis using City code ratios along with ULI parking profiles yields a theoretical peals weekday parking demand of 946 spaces that when compared to the 711 provided spaces results in a shortfall of 235 spaces; the theoretical peak weekend parking demand totals 921 spaces, which results in a shortfall of 210 spaces. A "blended" calculation using actual demands for existing uses and shared parking for hill occupancy of any otherwise vacant space, inclusive of the proposed changes, puts the expected peak weekday utilization at 509 spaces at 12 :00 PM, resulting in a minimum functional surplus of 202 spaces. The peak overall blended parking demand on a Saturday are forecast at 473 spaces at 12:00 PM, for a unnimuna functional surplus of 238 spaces. • The ntix of site uses and the 95% occupancy rate clearly support the basis for application of the "blended" survey /shared parking methodology. • Consequently, it is concluded that there is adequate parking on site to acconmtodate the proposed re- occupancy of 24,800 SF of vacant and existing retail space at the Target Center with food service /restaurant uses. PROJECT LOCATION AND DESCRIPTION Target Center is located on the southwest quadrant of Bristol Street and Alton Avenue in the City of Santa Ana, California. Figure 1, located at the rear of this letter report, presents a Vicinity Map, which illustrates the general location of the Project site in the context of the surrounding street system. Figure 2 presents the proposed site plan and parking areas. Target Center is an existing 168,595 SF mixed -usc center with 727 parking spaces and a current occupancy of '159,289 SF (9,306 SF of vacancy). As part of the Project Suites 3390 and 3392 will be reduced in size to accommodate ouldoor sealing area. This reduction results in a total building square footage for the center of 166,981 SF. 31 B -13 Mr. William Rothacker, Jr. April 13, 2016 Page 3 Treble IA, located at the end of this letter report, following the figures, sunvnarizes the existing/proposed land uses /tenants and associated floor areas for Target Center. A review of Table 1.1 indicates that the occupied floor area to remain consists of 126,541 SF retail uses, 6,458 SF of medical/dental office uses and 9,182 SF of restaurant uses. The vacant floor area consists of 9,305 SF of restaurant uses. In addition, 15,494 SF of existing retail space is proposed to be converted to restaurant use. Based on a field assessment, the existing on -site parking supply for the Target Center totals 727 spaces. However, due to site modifications, the proposed parking supply totals 711 spaces, For detailed study purposes, the parking areas were divided into eight (8) zones as illustrated on Figure 3. Treble 113 provides a breakdown of the parking supply provided within each zone, which are identified as Zones A through H in Treble 1B. PARKING SUPPLY - DEMAND ANALYSIS This parking analysis for the Target Center involves determining the expected parking needs, based on the size and type of proposed development components, versus the parking supply. In general, there are three methods that can be used to estimate the site's peals parlung needs. These methods have been used ill this analysis and include: ■ Application of City code requirements (which typically treats each tenancy type as a "stand alone" use at maximum demand). Application of shared parking usage patterns by time -of -clay (which recognizes that the parking demand for each tenancy type varies by time of clay and day of week). The shared parking analysis starts with a code calculation for each tenancy type. • Existing parking demand surveys to determine the aggregate parking demand of current tenants, combined with application of shared parking evaluation methodologies for all proposed or existing vacant floor areas in the center. The existing plus shared parking methodology is concluded to be the most applicable to a development such as the Target Center because the individual land use types (i.e., retail, medical /dental office, restaurant, etc.) experience peak demands at different times of the day and the center is currently 94.5% occupied. 31B-14 Mr, William Rothacker, Jr. April 13, 2016 Page 4 CODE PARli NG REQUIREMENTS The code parking calculation for Target Center is based on the City's requirements as outlined in Chapter 41— Zoning, Article X! Off Street Farling of the City of Santa Ana Municipal Code. The City's Municipal Code specifies the following parking requirements: ■ Retail stores and service uses: five (5) spaces for each 1,000 SF of Gross Floor Area (617A). Medical, dental, psychiatric, and chiropractic offices and clinics: six (6) spaces per '1,000 SF of GFA, ■ Restaurant, cafes; etc,: ten (10) spaces per 1,000 SF ofGFA. :Cable 2 presents the existing code parking requirements for the existing development plus the proposed suite tenancy change. As shown, this application of city parking ratios to the existing and proposed mix of uses at Target Center results in a total parking requirement of 1,01.2 parking spaces. With a proposed parking supply of 711 spaces, a theoretical code shortfall of 301 spaces is indicated. However, the specific tenancy mix of Target Center provides an opportunity to share panlcing spaces based on the utilization profile of each included laud use component. The following section calculates the parking requirements for Target Center based on the shared parking methodology approach, SHARED PARKING ANALYSIS Shared Parking Methodology Accumulated experience in parking demand characteristics indicates that a mixing of land Wises results in an overall parking need that is less than the sum of the individual peals requirements for each land use. Due to the existing and proposed mixed -use characteristics of Target Center, opportunities to share parking now occur and can be expected to continue with full occupancy. The objective of this shared parking analysis is to forecast the peak parking requirements for the project based on the combined demand patterns of different tenancy types at the site. Shared parking calculations recognize that different uses often experience individual peak parking demands at different times of day, or days of the week. When uses share common parting footprints, the total number of spaces needed to support the collective whole is determined by adding parking profiles (by time of day for weekdays versus weekend days), rather than individual peak ratios as represented in 31 B -15 Mr. William Rothacker, It. April l3, 2016 Page 5 the City of Santa Ana Zoning Code. In thruway, the shared parking approach starts front the City's own code ratios and results in the "design level" parking supply needs of a site. It should be rioted that the "demand" results of the shared panting calculation are intended to be used directly for comparison to site supply. No further adjustments or contingency additions are needed because such contingencies are already built into the peal( panting ratios and time of day profiles used in the calculation. There is all important common element between the traditional "code" and tlue shared parking calculation methodologies; the peals parking ratios or "highpoint" for each land use's parking profile typically equals the "code" parking ratio for that Ilse. The analytical procedures for shared parking analyses are well documented in the Shared Parking, 2' "r Edition publication by the Urban Land Institute (ULI). Shared parking calculations for Target Center utilize hourly parking accumulations developed from field studies of single developments in free- standing settings, where travel by private auto is maximized. These characteristics permit the means for calculating peak parking needs when land use types are combined. Further, the shared parking approach illustrates how, at other than peals parking demand times, an increasing surplus of spaces will service the overall needs of the center. Shared Parking Ratios and Profiles The parking ratios mentioned previously in the code section were used directly for each of the land uses. The hourly parking demand profiles (expressed in percent of peals demand) utilized in this analysis and applied to the Target Center are 'based on profiles developed by the Urban Land Institute (ULI) and published hl Shared Parking, 2 "`r Edition. The ULl publication presents hourly parking demand profiles for three (3) general land use categories: retail, medical /dental, and fast -food restaurant. ULI profiles of parking demand have been used directly, by land use type, in the analysis of this site and are applied to the City's applicable parking ratio. The fast -food restaurant profile was applied to the restaurant uses. Application of Shared Parking Methodology Tables 3 and 4 presents the theoretical weekday and weekend parking demand profiles for Target Center based on the shared parking methodology, assuming Full occupancy of the center including the proposed tenant mix. Review of Tables 3 and 4 indicates that the future fill occupancy weekday peak parking demands will occur at L00 PM with theoretical peak demands of 946 spaces. 31 B -16 Mr. William Rothacker, Jr. April 13, 2016 Page 6 Based on the existing parking supply of 711 spaces, the peals demand hours on a weekday will yield a deficiency of 235 spaces. On a weekend the theoretical peals parking demand will occur at 2:00 PM with a peak demand of 921 spaces resulting in a deficiency of 210 spaces. However, because the center is approximately 95% occupied, the "blended" survey /shared parking analysis is the most appropriate analysis methodology for this development. SURVEY /SHARED PARKING METHODOLOGY Key Parking Demand Field Study Findings Hourly surveys of actual parking demand were conducted at the site front. 5:00 AM through 5:00 PM on Thursday, Friday and Saturday (August 13, 14, and 15, 2015). All parked vehicles during each hourly survey round were counted and recorded. The field study was performed by Transportation Studies, Inc. The left column of Tables 5, 6 and 7 present the actual site -wide parking demands observed throughout the center on the three field -study days. As shown, the actual peak parking demand on Thursday was 31.1 spaces at 7:00 PM. The Friday peals demand occurred at 12:00 PM with 335 spaces. The Saturday peals demand occurred at 2:00 PM with 323 spaces. Appendix A contains the weekday and weekend survey data. Actual Demands "Blended" with Shared Parking Application to Vacant Floor Area In order to provide a realistic "forecast" of future peak parking demands at Target Center, utilization of the actual field study data for the existing tenancies has been combined with a forecast for the proposed tenant mix, Tables S, 6 and 7 also presents this approach, which consist of adding actual field- studied demands to the City code parking ratios applied to ULI time-of-day parking profiles for the vacant floor areas, for a typical Thursday, Friday and Saturday respectively. Appendix B contains the weekday and weekend day shared parking analysis calculation worksheets. As presented in Tables S, 6 and 7, the peak parking demand is 452 parking spaces at 12:00 PM on a Thursday, which results in a minimum functional surplus of 259 spaces. Peak overall parking demands on a Friday are forecast at 509 spaces at 12:00 PM, for a minimum functional surplus of 202 spaces, Peak overall demands on a Saturday are forecast at 473 spaces, resulting in a functional surplus ol'238 spaces. Figures 4, 5 and 6 graphically illustrate the Thursday, Friday and Saturday hourly parking demand forecast for the Target Center, respectively. The existing site -wide 31 B -17 Mr. William Rothacker, Jr. April 13, 2016 Page 7 parking demands observed as well as each proposed tenant use and its corresponding hourly Shared Parking demand, which were presented in Tables 5, b area 7, are depicted in these three figures relative to a shared parking supply of 711 spaces. A review of these figures indicate that the site's parking supply will adequately accommodate Target Center's weekday and weekend hourly shared parking demand of all existing and future uses, including the proposed restaurant uses, for all morning, midday, afternoon and evening hours. Based on LLG's experience, the results presented in Tables 5, S and 7 represent the most pragmatic approach to future parking conditions. Consequently, it is concluded that there is adequate parking on site to accommodate the proposed tenant mix. In addition, based on a functional capacity of 90% parking utilization for the Center, which equates to a 640 - parking space peak parking demand, an additional 23,000 SF of existing retail use could theoretically be converted to food service/restaurant use without exceeding the functional parking capacity of the Center. This would result in a combined total of up to 47,800 SF of proposed restaurant use. PARlGING MANAGEMENT PLAN This Parking Management Plan (PMP) outlines the proposed key parking management strategies to maximize the availability of parking for customers and employees of the site. The City has requested that a PMP be implemented to ensure that the most desirable parking spaces are made available to customers. PMP Measures Specifle PMP measures are described below, and were developed based on the following objectives. ❑ The PMP should identify employee parking areas. ❑ The PMP should help develop the framework for a detailed employee parking program. 1, The PMP should identify the employee parking locations. Employees should be focused to pails in the back parking areas while leaving the most desired parking For customers. Figure 7 identifies the parking area that employees should be directed to park. Cadence Capital Investments, LLC will work closely with the tenants to insure that both employees and property management work together to provide the best shopping 31 B -18 Mr. William Rothacker,,Tr. April 13, 2016 Page 5 experience for the customers, as well as allowing the most desirable parking spaces to be accessed by the customers rather than the employees. SUMMARY OF FINDINGS AND CONCLUSIONS Target Center is an existing '165,631 square -foot (SF) mixed -use center located in Santa Ana, California and is supported by an inventoried parking supply of 727 spaces. As part of the '.Project Sprites 3390 and 3392 will be reduced in size to accommodate outdoor seating area. This reduction results in a total building square footage for the center of 167,017 SF. In addition, due to site modifications the proposed parking supply total 711 spaces. At the time of our pan-king demand field study, the center had a current occupancy of 159,325 SF and a vacancy of 9,306 SF. 2. Direct application of City parking codes to the existing and proposed mix of uses of Target Center results in a total parking requirement of 1,012 parking spaces. With a parking supply of 711 spaces, a code deficiency of 301 spaces is calculated. 3. Given the mix of center tenancies, a shared parking analysis has been prepared and compared to the parlcing supply for Target Center. The weekday scenario results in a maxintumr shortfall of 235 spaces and the weekend scenario results in a maximum shortfall of 210 spaces. 4. A "blended" analysis of actual parking demand for existing occupancies and a shared parking approach for proposed uses indicates that the future minhuuna functional surplus at Target Center will be much greater. For the proposed tenancy mix, the weekday (Thursday and Friday) and weekend day (Saturday) condition is forecast to have a surplus of at least 202 spaces. Hence, it is concluded that adequate panting is provided on site to accoirnnodate the proposed tenant mix. The "blended" analysis template developed in this study is the recommended methodology for evaluating any further tenancy or floor area adjustments to the on- going operations of Target Center, 5. Based on a functional capacity of 90% parking utilization for the Center, which equates to a 640 - parking space peak parking demand, an additional 23,000 SF of existing retail use could theoretically be converted to food service /restaurant use without exceeding the functional parking capacity of the Center. This would result in a combined total of up to 47,500 SF of proposed restaurant use. 31 B -19 Mr. William Rothacker, Jr. April 13, 2016 Page 9 6. As requested by the City, a parking management plan (PMP) has been prepared which Identifies the parking areas that employees should be directed to park in order to help ensure that the most desirable parking spaces are made available to customers rather than the employees. A: a: a: a: a: j: :;: We appreciate the opportunity to prepare this analysis for Target Center. Should you have any questions or need additional assistance, please do not hesitate to call Shane Green or me at (949) 825 -6175. Very truly yours, �ppRQrE3S /pyA Linscott, Law r& Greenspan, Engineers A'144 ko.180s Exn , d Keil D. Mahe -ti =y,,.P Principal f� - Owe�FlFF14 oxcaur�.�' cc: Shane S. Green, P.E., Transportation Engineer Ul Attachments --I 910L-50-vo WGVfi NO dOl 31 B -21 ■ f f • • l • F\ = -� Z � 4 On w J J (D w TABLE 5 "BLENDED" WEEKDAY SHARED PARKING DEMAND ANALYSIS3 - THURSDAY TARGET CENTER, SANTA ANA Laud Use L'istingTarget Center Psistin,g Retail To Be Removed proposed Restaurant Shared Parking Demand ComparisonIV/ Parking Supply 711 Spaces Size PkgRate(1] 159.325 1LSi' Observed Bourly Parking Demand ]2] - 17.103 V{SF 5 /KSF 24,800 KSF 11) /KSF Gross Spaces -86 Spe. 248 Sill. Time of Day Number of Spaces Number of Spaces Surplus (Deficiency) 8:00 AM 54 -16 53 91 620 9:OOAM 87 -34 78 131 580 10:00 AM 156 -54 144 246 465 11.00 AM 203 -68 216 351 360 12:00 Pm ..1:00 278 -74 248 452 - 259 " .276 PM 264 248 435 2.00 PM 242 -74 225 393 318 3:00 PM 257 -71 153 _— 339 372 4:00 PM 234 -71 138 301 410 5:00 PM 249 -74 153 328 383 6:00 PM 293 -74 212 431 280 7:00 PM 311 -74 202 439 272 8:00 PM 240 -64 128 304 407 Notes: [1] Parldrig Lutes furall.land uses based on the CityofSnnta Ann Municipal Code. [2] Existing Counts were conducted on Thursday, August 13, 2015. a Source: UL!- Ur6rm /,rind lrvstinue "Shored Puking, "Second EdFtinn, 2gt15. 31 B -22 TABLE 6 "BLENDED" WEEKDAY SHARED PARKING DEMAND ANALYSIS9 - FRIDAY TARGET CENTER, SANTA ANA Land Use. E»slingTarget Center 9'+eislingRetailTo Be Removed Proposed Restaurant Shared Parking Demand Comparisonvv/ Parking Supply 711 Spaces Size PkgRate[l] 159.325 J<SF Observed Ffom9y Parking Demand [21 - 17.108 ISSF 5 /KSF 24.800 I,,S,F 10 /HSF Gross Spaces -86 Spc. 248 Six. Time of Day Number of Spaces Number of Spaces Surplus (Deficiency) 8,00 AM 73 -16 53 110 601 9:OOAM 117 -34 78 161 550 10:00AM 190 -54 144 280 431 11:00 AM 242 -68 216 390 321 i2:O11'PIVt ' 335. -74� 24,4 5Q9' OZ 1:00 PM 331 -77 248 502 209 2:00 PM 282 -74 225 433 278 3:00 PM 270 -71 153 352 359 4:00 PM 294 -71 138 361 350 5:00 PM 290 -74 153 369 342 6:00 PM 325 -74 212 463 248 7:00 PM 313 -74 202 441 270 8:00 PM 274 -64 128 338 373 Notes. [I] Parking rates foraIland uses based on the City nlSanta Ana k1unicipal Cade. [2] Existing Counts were conducted on Friday, August 14, 2015. ' Source: UL1- Urban Laidlnslihae "Shared 1larking, "Second 6'iliflon, 2005. 31 B -23 TABLE 7 "BLENDED" WEEKEND SHARED PARKING DEMAND ANALYS1810 - SATURDAY TARGET CENTER, SANTA ANA Land Use LxisiingTarget Center [KistingRetail 'ro Be Removed Proposed Restaurant Shared Parking Demand Comparis on IV/ Parking Supply 711 Spaces Size PkgRate[11 159.3251{.SF O1ser1"rd l;ourly Pal-Icing Demand [21 - 17.108IKSF 5 /KSF 24.8001QSF 101KSF Gross Spaces -86 Spe. ~248 Spe. Time of Day Number of Spaces Number of Spaces Surplus (Deficiency) 8:00 A M 53 -14 50 89 622 9:00 AM 113 -34 73 152 559 10:00 AM 173 -49 134 258 453 11:00 AM 266 -61 201 406 305 12:00 PM 314 -72 231 - 473 239 1:00 PM 297 -79 231 449 262 2 :00 PM 323 -86 210 447 264 3:00 PM 316 -86 142 372 339 4:00 PM 308 -83 129 354 357 5:00 PM 290 28 142 354 357 6:00 PM 254 -69 197 382 329 7:00 PM 249 -66 189 372 339 8:00 PM 258 -58 120 320 391 Notes: [I] Parking rates fm all land uses bascd on the City oJ'.Sunta Anti Municipal Code, [21 L:xisting Counts were conducted on Saturday, August 15, 2015. n' Source; UI,1 -Urban Lmullrasutuie "S'hme</ PmkYivg, "5eraorl Edi�iat, 1005. 31 B -24 LS 7(25116 RESOLUTION NO.2016 -xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING VARIANCE NO, 2016 -06 AS CONDITIONED TO ALLOW A REDUCTION IN REQUIRED PARKING FOR THE PROPERTY LOCATED AT 3300 -3398 SOUTH BRISTOL STREET BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. The Applicant is requesting approval of Variance No. 2016 -06 to allow a reduction in the required parking for an existing commercial center at 3300- 3398 South Bristol Street. B. Variance No. 2016 -06 came before the Planning Commission of the City of Santa Ana for a duly noticed public hearing on July 25, 2016 to consider all testimony, written and oral C. Variance No. 2016 -06 has been filed with the City of Santa Ana seeking to reduce the required parking standards set by Santa Ana Municipal Code section 41 -1341. D. Santa Ana Municipal Code Section 41 -638 authorizes the Planning Commission to grant a variance upon making certain findings. The Planning Commission determines that for Variance No. 2016 -06 the following findings have been established: That because of special circumstances applicable to the subject property, including size, shape, topography, location, or surroundings, the strict application of the zoning ordinance is found to deprive the subject property of privileges not otherwise at variance with the intent and purpose of the provisions of this chapter. The project site has a special circumstance related to its location and surroundings. The proposed use will be located within a built -out retail center on South Bristol Street that is surrounded by commercial and residential uses. Due to its location, there is no feasible option for providing the additional parking that the Santa Ana Municipal Code requires for restaurant uses. The number of on -site parking spaces will be Resolution No. 2016 -xx Page 1 of 5 31 B -25 sufficient as identified in the parking analysis for the project, which has determined that a surplus of parking spaces will be provided for the project, even during times of peak demand. As a result, the parking variance will allow the applicant the ability to use the property in a manner that is consistent with similar surrounding commercial uses. 2. That the granting of a variance is necessary for the preservation and enjoyment of one or more substantial property rights. The granting of the variance is necessary for the preservation and enjoyment of substantial property rights. The granting of the parking variance will preserve the property owner's ability to lease tenant spaces to uses that will contribute to identifying the site as an economically viable development. The available tenant spaces within the center have accommodated a variety of retail tenants that have been unsuccessful in remaining viable. The granting of the variance will allow additional commercial uses to establish itself in the existing retail center, contributing to the overall success of the former anchor building's reconfiguration and the site as a whole. I That the granting of a variance will not be materially detrimental to the public welfare or injurious to surrounding property. The granting of the variance will not be detrimental to the public or surrounding properties. As demonstrated in the parking analysis for the project, the site will have sufficient parking to accommodate the various uses during the peak parking hours on both weekdays and weekends. Therefore, the reduction in parking will not be detrimental to the surrounding community as it will not result in parking impacts affecting adjacent commercial or residential neighborhoods. Further, the granting of the variance will allow the property owner to fill vacant tenant spaces, contributing to the vitality and success of the existing site. Finally, conditions have been placed to ensure that the site be in compliance with all other development standards applicable to the property. 4. That the granting of a variance will not adversely affect the General Plan of the City. The project will not adversely affect the General Plan as the proposed restaurant uses are consistent with Goals 1 and 2 of the Land Use Element of the General Plan. These goals encourage uses such as restaurants that promote a balance Resolution No. 2016 -xx Page 2 of 5 31 B -26 of land uses to address basic community needs and which enhance the City's economic and fiscal viability. In addition, the project is consistent with Policy 2.2 of the Land Use Element, which supports commercial uses that accommodate the City's needs for goods and services. Furthermore, Policy 2.8 of the Land Use Element promotes the rehabilitation of commercial properties, and encourages increased levels of capital investment. Significant tenant and site improvements will occur on the site that will enhance the overall appearance of the center, thereby resulting in an increase in investment on the site. Finally, Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. The proposed restaurant uses will be located in a commercial area and their operations will be compatible with the surrounding commercial businesses. E. In accordance with the California Environmental Quality Act the recommended action is exempt for further review per Section 15301. The Class 1 exemption allows the operation, repair, maintenance, permitting, or leasing of existing structures. The project consists of the re- tenanting of existing retail tenant spaces within a commercial center, No expansion of square footage or interior reconfigurations of existing square footage is proposed as part of the project. The proposed restaurant tenants have been found by the City's development review agencies to not create any adverse impacts. The restaurant uses are proposed to be located on a site that is not designated by federal, state, or local agencies to be an environmental resource of hazardous or critical concern, The cumulative impact of this project will not be significant as the property is already served by roads and utilities, and will not create any adverse impacts such as noise, traffic, or safety concerns. There is no reasonable possibility that the project will have a significant effect on the environment due to unusual circumstances. 'T'he project is not located within a highway officially designated as a state scenic highway and will not result In damage to scenic resources. The project is not located on a site which is included on any list compiled pursuant to Section 65962.5 of the Government Code. Lastly, the project is not proposed on a site that is considered a historical resource or that is listed in the Santa Ana Register of Historic Properties. As a result, Categorical Exemption Environmental Review No. 2015 -125 will be filed for this project, Section 2. The applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the sole negligence of the City of Santa Ana. Resolution No. 2016 -xx Page 3 of 5 31 B -27 Section 3. The Planning Commission, after conducting the public hearing, hereby approves Variance No. 2016 -06 as conditioned in Exhibit A attached hereto and incorporated herein, to reduce the required parking standards for an existing commercial center at 3300 -3398 South Bristol Street. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated July 25, 2016, and exhibits attached thereto, and the public testimony, all of which are incorporated herein by this reference. ADOPTED this 25th day of July, 2016 by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: Lynnette Verino Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 2016 -xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on July 25, 2016. Date: Acting Recording Secretary City of Santa Ana 31 B -28 Resolution No. 2016 -xx Page 4 of 5 Conditions of Approval for Variance No. 2016 -06 Should the Planning Commission approve Variance No; 2016 -06, the approval is subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code and all other applicable regulations. The applicant must comply in full with each and every condition listed below prior Lo exercising the rights conferred by this variance. The applicant must remain in compliance with all conditions listed below throughout the life of the variance. Failure to comply with each and every condition may result in the revocation of the variance. A. P'lannina Division 1. All proposed improvements must conform to the Site Plan Review approval of DP No. 2015 -53 and the staff report exhibits. 2. Any amendment to this variance must be submitted to the Planning Division for review. At that time, staff will determine whether administrative relief is available or the variance must be amended. 3. Prior to the issuance of building permits, all donation bins must be removed from the premises. 4. Prior to the issuance of building permits, a final landscape plan must be submitted. The plan shall include the location and type of new landscaping to be installed as well as details on the irrigation system to ensure continued maintenance of the landscaping. 5. Prior to occupancy of the building, following items shall be completed: a. The parking lot shall be repaired, repaved and restriped to City standards; b. A minimum of 10 bike racks shall be installed throughout the project site; and, c. All dead and /or missing landscaping shall be replaced. Resolution No. 2015 - Page 5 of 5 31 B -29 31 B -30 CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: TENTATIVE PARCEL MAP NO. 2015 -02 TO SUBDIVIDE AN EXISTING PARCEL INTO TWO LOTS AT 1600 EAST ST. ANDREW PLACE - PACIFIC CENTER OWNER, LLC, APPLICANT (STRATEGIC PLAN NOS. 3, 2, _5) [9i'/ RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 029ae-01wo, ❑ As Recommended ❑ As Amended ❑ Ordlnance on 1 ai Reading ❑ Ordlnance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For_„_ CONTINUED TO FILE NUMBER Confirm the Zoning Administrator's action approving Tentative Parcel Map No. 2015 -02 as conditioned. ZONING ADMINISTRATOR ACTION On July 27, 2016, the Zoning Administrator adopted a resolution approving Tentative Parcel Map No. 2015 -02 as conditioned to subdivide a parcel into two industrial lots leaving each lot with an existing building and allowing the sale of one of the lots at 1600 East St. Andrew Place located in the Specific Development No. 69 (SD -69) zoning district. The Zoning Administrator made no substantive changes to the recommended conditions of approval outlined in the attached staff report (Exhibit A). Robert Knapp is requesting approval of a parcel map to subdivide an existing lot into two legal parcels in order to allow for the sale of one parcel and existing building. Parcel 1 (1600 East Saint Andrew Place) is proposed to be 570,018 square feet and contains one existing 187,875 square - foot building. This lot currently has 844 parking spaces exceeding required parking standards by 280 spaces. The proposed Parcel 2 (1610 East Saint Andrew Place) will be 492,711 square feet with an existing 205,004 square -foot building. Existing parking for this lot exceeds office parking standards by 298 parking spaces. Shared access agreements and necessary easements related to utilities will be required as part of this action. 32A -1 Tentative Tract Map No. 2015 -02 — Pacific Center Owner LLC at 1600 East St. Andrew Place August 16, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies) and Objective #5 (leverage private investment that results in tax base expansion and job creation citywide). FISCAL IMPACT There is no fiscal impact associated with this action. assan HagtYani, AI Executive Director Planning & Building Agency HS:rb Hs: / /1600EStAndrews /TPM15 -02 1600 EStAnd rew.cc Exhibit: A. Planning Commission Staff Report 32A -2 REQUEST FOR Zoning Administrator Action ZONING ADMINISTRATOR MEETING DATE: JULY 27, 2016 TITLE: PUBLIC BEARING — FILED BY ROBERT KNAPP, REPRESENTING PACIFIC CENTER OWNER, LLC FOR TENTATIVE PARCEL MAP NO. 2015-02 TO SUBDIVIDE AN EXISTING PARCEL INTO TWO LOTS AT 1600 EAST ST. ANDREW PLACE {STRATEGIC PLAN NOS. 3,2; 3, 5) Prepared by Ham Soboleske RECOMMENDED ACTION alwifflikillki SECRETARY APPROVED • As Recommended • As Amended • Set Public Nearing For DENIED • Applicant's Request • Staff Recommendation CONTINUED TO Planning Manager Adopt a resolution approving Tentative Parcel Map No. 2015 -02 as conditioned. Request of Applicant Robert Knapp, representing Pacific Center Owner, LLC, is requesting approval of a tentative parcel map to subdivide a parcel into two industrial lots leaving each lot with an existing building and thereby allowing the sale of one of the lots. Applications for conforming subdivisions of under five parcels require approval of a parcel map by the Zoning Administrator pursuant to Section 34 -126 of the Santa Ana Municipal Code (SAME). Project Location and Site Description The project site is a 24.4 -acre lot on Saint Andrew Place between South Lyon Street and South Grand Avenue where Ingram Micro was once located. The property is flat and overall rectangular in shape and is currently improved with two existing buildings. The northernmost building, located on proposed parcel 1 is 187,875 square feet, and the south building, located on proposed parcel 2, is 205,004 square feet in area. The General Plan land use designation for the site is Industrial (IND), which allows for distribution /industrial uses. The zoning for the site is Specific Development No. 69 (SD -69), which allows for distribution /industrial uses. The proposed project is consistent with the General Plan land use and the zoning designation. Land uses surrounding the site are all industrial (Exhibits 1, 2 and 3). Project Description Robert Knapp is requesting approval of a parcel map to subdivide an existing lot into two legal parcels in order to allow for the sale of one parcel and existing building. The proposed lot currently has 844 parking spaces exceeding required parking standards by 280 spaces. Parcel 1 (1600 East Saint Andrew Place) is proposed to be 570,018 square feet and contains one existing 187,875 square -foot building approved using office parking standards at three spaces per 1,000 square feet gross floor EXHIBIT A 32A -3 Tentative Parcel Map No. 2015 -02 July 27, 2016 Page 2 area. The proposed Parcel 2 (1610 East Saint Andrew Place) will be 492,711 square feet with an existing 205,004 square -foot building. Existing parking exceeds office parking standards by 298 parking spaces. Shared access agreements and necessary easements related to utilities will be required as part of this action. The proposed parcels satisfy the requirements of the SAMC for industrial land uses. Demolition of an existing second -story walkway that connects the two buildings will be required. Each proposed parcel will have its own loading area, trash enclosure and water meters so that each may function completely independently from the other. The applicant has submitted preliminary plans, including a site plan and an existing landscape plan. The site complies with the minimum setback and lot coverage requirements, and landscape is well manicured and in compliance with development standards (Exhibit 4). Project Background Both buildings are concrete tilt -up type and constructed as industrial office space in 1991. The site was made vacant when Ingram Micro left in 2013. The buildings and site meet and /or exceed all development standards identified in the SAMC including parking and landscape. Project Analys9s Subdivision requests are governed by Chapter 34 and Chapter 41 of the SAMC. Tentative parcel map requests may be granted when it can be shown that the project is consistent with the General Plan; conforms to all applicable requirements of the zoning, subdivision, and other applicable City codes and ordinances; is physically suitable for the type and density of the proposed project; will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat; will not cause serious public health problems; and will not conflict with easements necessary for public access. The proposed subdivision is consistent with the Industrial land use designation. Moreover, the proposed subdivision is consistent with several policies within the Land Use Element of the General Plan, including: Policy 1.5 (Maintain and foster a variety of land uses in the City) and Policy 5,4 (Support land uses which are consistent with the Land Use Plan of the Land Use Element), and Policy 5.5 (Encourage development which is compatible with, and supportive of surrounding land uses). Moreover, the proposed subdivision conforms to the minimum requirements as well as meets the letter and intent of the State of California Subdivision Map Act provisions. The project is in keeping with the development plan review for the project as well as Chapters 34 and 41 of the Santa Ana Municipal Code. 32A -4 Tentative Parcel Map No. 2015 -02 July 27, 2016 Page 3 Further, there are no physical constraints on the site that preclude development of the site. The proposed subdivision will not cause any substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. The parcel is located in an urbanized area, and there are no known fish or wildlife populations existing on the project site. The proposed subdivision will not have any detrimental effects upon the general public and qualifies for a categorical exemption under the provisions of the California Environmental Quality Act (CEQA). Finally, the design or improvements of the proposed project will not conflict with easements necessary for public access through or use of the property within the proposed project as all reciprocal access and parking easements /agreements shall be recorded for proposed Lots 1 and 2 (Title Company File No. 08015197). Public Notification The project site is not located within the boundaries of any neighborhood association. The project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners and tenants within 500 feet of the project site. At the time of this printing, no areas of concern were raised, nor had any correspondence, either written or electronic, been received from the neighborhood president or from any members of the public. CEQA Compliance This project was reviewed in accordance with the Guidelines for the California Environmental Quality Act. The project is exempt from further review pursuant to Section 15315. This Class 15 exemption allows for the minor division of property in urbanized areas zoned for industrial use into four or fewer parcels when the division is in conformance with the General Plan and zoning, and no variances or exceptions are required, was not involved in a division of a larger parcel within the previous two years, and the parcel does not have an average slope greater than 20 percent. The project entails subdividing an existing industrial lot into two industrial lots of roughly equal size and maintaining an industrial office building on each lot. The project has been found by the City's development review agencies to not create any adverse impacts such as noise, traffic, or safety concerns. As a result, Categorical Exemption Environmental Review No. 2015 -107 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 3 Economic development, Objectives No. 2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies) and No. 5 (leverage private investment that results in tax base expansion and job creation citywide) of the Santa Ana Strategic Plan. 32A -5 Tentative Parcel Map No. 2015 -02 July 27, 2016 Page 4 Conclusion Based on the analysis provided within this report, staff recommends that the Zoning Administrator approve Tentative Parcel Map No. 2015 -02 as conditioned. Hally SoblVeske Senior Planner HS:jm HVII600ESIAndrewsrrPM1&021600ES Andraw.za Attachments: Exhibit 1 — Vicinity Map Exhibit 2 —Location Map Exhibit 3 — Existing Conditions Photo Exhibit 4 _. Site Plan/Tentative Parcel Map 32A -6 TPM- 2015 -02 Tentative Parcel Map 1600 E. St. Andrew Place — — =500 F&T 7"= 7000 FEE( P L A N N I N G A N D 8 U I L D I N G G E N C Y EXHIBrr 7 V11A_P INDUSTRIAL d C A PARCEL 1 INDUSTRIAL TPM 2015 -02 TENTATIVE PARCEL MAP & SV 1600 E. ST. ANDREW PLACE P L A N N I N G A N D B U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 32A -8 C PARCEL (A H vt Q z E. St. Q 9rtr9gjqs PI, r INDUSTRIAL TPM 2015 -02 TENTATIVE PARCEL MAP & SV 1600 E. ST. ANDREW PLACE P L A N N I N G A N D B U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 32A -8 Z 9` r { FIFO it If ►._ 1 I M fl� �nL J! �� �1 0 vi it -- l'� '} `r r � J �I A I...rf�■ LI IJ U � T 1 I) � � �' a— — f s h k J •r.wv.k. 77nf i :i t li i p� Y � 1�� �$ 8it • i�; j C� 1 � Z I 2 F i } .' • �� Q .xr i 1 i t rt'1 5 a l � —1L T 1 r—i1TI t r11 i fl - 11JJ_ tell ,_ j_I� 1 = "i� � m k� IJr r- _ dot r� t l rill — i i _ �� . r I` A,3 � I LL L i ���I I t Tile l r— l r,—I� �5, �y -i1 1 ,Il, Ilt I J L 1 J 1 1 1 i Jj —_ — - -- — 1� -- 32A2jj1 'T 4 LS 7.27.16 V 4* 0 A 41 N 7 010 [01W21111 13 A RESOLUTION OF THE ZONING ADMINISTRATOR OF THE CITY OF SANTA ANA APPROVING TENTATIVE PARCEL MAP 2015 -02, AS CONDITIONED, TO ALLOW THE SUBDIVIDIVISION OF AN EXISTING PARCEL INTO TWO LOTS AT 1600 EAST ST. ANDREW PLACE BE IT RESOLVED BY THE ZONING ADMINISTRATOR OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Zoning Administrator of the City of Santa Ana hereby finds, determines and declares as follows: A. Applicant is requesting approval of a Tentative Parcel Map to allow the subdivision of an existing parcel into two lots at 1600 East St. Andrew Place. B. Santa Ana Municipal Code Section 34 -126 requires approval of a Tentative Parcel Map by the Zoning Administrator. C. On July 27, 2016, the Zoning Administrator held a duly noticed public hearing on Tentative Parcel Map 2015 -02. D. The Zoning Administrator of the City of Santa Ana determines that the following findings, which must be established in order to approve this Tentative Parcel Map pursuant to Santa Ana Municipal Code (SAMC) Section 34 -126 and the State Subdivision Map Act, have been established for Tentative Parcel Map 2015 -02: 1. The proposed project, as conditioned, and its design and improvements are consistent with the Industrial (IND) designation of the General Plan and are otherwise consistent with all other Elements of the General Plan. The proposed project, as conditioned, is consistent with the Industrial land use designation of the General Plan and is otherwise consistent with all other elements of the General Plan and applicable maximum Floor Area Ratio (FAR) of .45. Lot 1 FAR = .33 and Lot 2 FAR = .42. 2. The proposed project, as conditioned, conforms to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances. The proposed project, as conditioned, will conform to all applicable requirements of the zoning and subdivision codes as well as Specific Development No. 69. The proposed project, as conditioned, Resolution No. 2016 -03 Page 1 of 4 32A -11 LS 7.27.16 conforms to the provisions of the zoning code, including lot size, lot frontage, landscaping, setbacks, lot coverage, and parking. 3. The project site is physically suitable for the type and density of the proposed project. The project site is physically suitable for two individual industrial lots as proposed since the property is located within an Industrial area in the Specific Development No. 69 (SD -69) zoning district, which permits industrial offices, and has a General Plan land use designation of Industrial which allows up to .45 FAR. Additionally, this site is surrounded by light manufacturing land uses. 4. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. Since the project site is located in an urbanized area, there are no known fish or wildlife populations existing on the project site. Therefore, the proposed subdivision will not cause any substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. 5. The design or improvements of the proposed project will not cause serious public health problems. The design or improvements of the proposed project will not cause serious public health problems. The proposed subdivision will not have any detrimental effects upon the general public. 6. The design or improvements of the proposed project will not conflict with easements necessary for public access through or use of the property within the proposed project. The design or improvements of the proposed project will not conflict with easements necessary for public access through or use of the property within the proposed project as all reciprocal access and parking easements /agreements shall be recorded for and in favor of proposed parcels 1 and 2. Section 2. In accordance with the California Environmental Quality Act the recommended action is exempt for further review per Section 15315 (Class 15). This Class 15 exemption allows for the division of property in urbanized areas zoned for industrial use into four or fewer parcels when the division is in conformance with the Resolution No. 2016 -03 Page 2 of 4 32A -12 LS 7.27.16 General Plan and zoning, no variances or exceptions are required, and all services and access to the proposed parcels to local standards are available. Categorical Exemption Environmental Review No. 2015 -107 will be filed for this project. Section 3. The applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the sole negligence of the City of Santa Ana. Section 4. The Zoning Administrator of the City of Santa Ana after conducting the public hearing hereby approves Tentative Parcel Map 2015 -02, as conditioned as set forth in Exhibit A attached hereto and incorporated herein by reference, for the property located at 1600 East St. Andrew Place. This decision is based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Request for Zoning Administrator Action dated July 27, 2016, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 27th day of July, 2016. Ali Pezeshkpour Zoning Administrator APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney I, Jocelyn Magalona, Recording Secretary, do hereby attest to and certify the attached Resolution No. 2016 -03 to be the original resolution adopted by the Zoning Administrator of the City of Santa Ana on July 27, 2016. Date: Recording Secretary City of Santa Ana 32A -13 Resolution No. 2016 -03 Page 3 of 4 LS 7.27.16 EXHIBIT A Conditions of Approval Tentative Parcel Map 2015 -02 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code and all other applicable regulations. 1. The tentative parcel map shall comply with all conditions of approval as stated in the Development Review Committee (DRC) letter sent to applicant dated November 15, 2015. 2. Two (2) copies of the recorded final parcel map shall be submitted each to the Planning Division, Building Division and Public Works Agency within ten (10) days of recordation. 3. The tentative parcel map, final map and all improvements required to be made or installed by the subdivider shall be in accordance with the requirements and design standards and specifications of the City of Santa Ana and the requirements of the State Subdivision Map Act. 4. After project occupancy, landscaping is to be maintained in accordance with the landscape plan approved for the project. This shall include the minimum levels of plant materials shown on the landscape plan and installed at the time of occupancy. 5. Each parcel shall have individual water meters, loading areas, and trash enclosures to function fully as individual parcels. 6. All real estate signage must be removed from the site within one (1) year from the date of installation. An extension of time may be granted as determined by the Planning Manager. Resolution No. 2016 -03 Page 4 of 4 32A -14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE; RESOLUTION AUTHORIZING THE SUBMISSION OF APPLICATIONS FOR CALRECYCLE ILLEGAL DISPOSAL SITE ABATEMENT GRANT PROGRAM FUNDS (STRATEGIC PLAN NO. 5,2) 'ClYf MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: F-VJ9;T*R4kI ❑ As Recommended ❑ As Amended Ordinance on Ian Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution authorizing the Executive Director of the Parks, Recreation, and Community Services Agency to submit applications for California Department of Resources Recycling and Recovery (CalRecycle) grant programs to support the City of Santa Ana's illegal disposal site abatement efforts. DISCUSSION California Department of Resources Recycling and Recovery (CalRecycle) offers funding opportunities that can assist local government entities in the furtherance of the State of California's efforts to reduce, recycle and reuse solid waste generated in the state thereby preserving landfill capacity and protecting public health and safety, and the environment. This funding provides for the implementation of programming that supports illegal disposal site abatement. CalRecycle requires a resolution approving submission of the City's applications for Illegal Disposal Site Abatement Grant funds. The resolution, which is effective for a period of five years, authorizes the City of Santa Ana to submit applications, and authorizes the Executive Director of Parks, Recreation, and Community Services, or his /her designee, to execute the necessary applications and documents to implement and secure payment of these State funds. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 — Community Health, Livability, Engagement & Sustainability, Objective #2 (expand opportunities for conservation and environmental sustainability). 55A -1 Resolution Authorizing Applications for CalRecycle Illegal Disposal Site Abatement Grant Program August 16, 2016 Page 2 ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency WM Exhibit: 1. Resolution 55A -2 Imf 8/10/2018 RESOLUTION NO, 2016 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING SUBMITTAL OF APPLICATIONS FOR CALRECYCLE ILLEGAL DISPOSAL SITE ABATEMENT GRANTS FOR WHICH THE CITY OF SANTA ANA IS ELIGIBLE 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. Public Resources Code sections 48000 et seq, authorize the Department of Resources Recycling and Recovery ( "Cal Recycle ") to administer various grant programs in furtherance of the State of California's efforts to reduce, recycle, and reuse solid waste generated in the state, thereby preserving landfill capacity and protecting public health and safety and the environment. B. In furtherance of this authority CalRecycie is required to establish procedures governing the application, awarding, and management of such grants. C. CalRecycle's grant application procedures require, among other things, an applicant's governing body to declare by resolution certain authorizations related to the administration of CalRecycie grants. Section 2. The City Council of the City of Santa Ana authorizes the submittal of applications to CalRecycie for Illegal Disposal Site Abatement Grants. Section 3. The Executive Director of the Parks, Recreation, and Community Services Agency, or his or herdesignee, is hereby authorized and empowered to execute in the name of the City of Santa Ana, all grant documents, including but not limited to, applications, agreements, amendments and requests for payment, necessary to secure grant funds and implement the approved grant project. Section 4. This authorization is effective five (5) years from the date of adoption of this Resolution. Resolution No. 2018 -xxx Page 1 of 2 55A -3 jmf 8/10/2016 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 16th day of August, 2016. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: 4Y/. Elt J n M. Funk Assistant City Attorney AYES Councilmembers 1►[flX. �ZillriLal il"iL- 11167- 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 Resolution No 2016 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on August 16, 2016. Date Clerk of the Council City of Santa Ana 55A -4 Resolution No. 2016 -xxx Page 2 of 2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: REVIEW AND ADOPTION OF THE 2016 FEDERAL AND STATE LEGISLATIVE PLATFORM (STRATEGIC PLAN NOS. 1, 2, 3, 4, 5, 6, 7) CITY MAN ER 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 Review and adopt the 2016 Federal and State Legislative Platform. DISCUSSION The Legislative Platform is a tool to protect and promote the City's interests on priority programs and projects, legislative proposals, and regulatory matters that may impact the City. The Legislative Platform includes guiding principles and policy statements that allow City staff and legislative advocates to address legislative and regulatory issues by providing a framework that summarizes the City's position on policy issues and priorities, without precluding the consideration of additional legislative and budget issues that arise during the year. The proposed 2016 Federal and State Legislative Platform was prepared by staff in collaboration with the Legislative Council Committee and includes guiding principles that focus legislative advocacy efforts on 1) preserving local control; 2) promoting fiscal stability; 3) supporting funding opportunities; and 4) maximizing regional collaboration and cooperation. In addition, the policy statements, City programs /projects, and legislative proposals identified within the Legislative Platform are aligned with the goals of the City's Five -Year Strategic Plan and are prioritized according to federal and state legislative priorities. City priorities identified in the 2016 Legislative Platform include, but are not limited to: Police Officer Body Cameras, Homeless Assistance, Medical Marijuana Legislation and Taxation, Parks, Library, Affordable Housing, Economic Development, Renewable Energy, Water Conservation, the OC Streetcar, the Santa Ana Regional Transportation Center, and Transparency and Engagement. 65A -1 2016 Legislative Platform August 16, 2016 Page 2 Recognizing the need to actively engage in legislative advocacy, the Legislative Platform helps strengthen the City's ability to articulate, influence, and monitor its position on these and other policy and priority issues. The Legislative Platform also allows the City to respond quickly in support or opposition to issues in a manner that is consistent with the Council's policy positions and direction. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet all seven goals and objectives of the strategic plan which include: 1) Community Safety; 2) Youth, Education, Recreation; 3) Economic Development; 4) City Financial Stability; 5) Community Health, Livability, Engagement and Sustainability; 6) Community Facilities and Infrastructure; and 7) Team Santa Ana. FISCAL IMPACT There is no fiscal impact associated with this action. EXHIBIT: 1. City of Santa Ana Federal and State Legislative Platform 2016 65A -2 CITY OF SANTA ANA 2016 FEDERAL AND STATE LEGISLATIVE PLATFORM N CITY OF SANTA ANA 2016 FEDERAL AND STATE LEGISLATIVE PLATFORM SANTA ANA CITY COUNCIL Mayor Miguel Pulido Mayor Pro Tem Vicente Sarmiento Ward 1 Councilmember Michele Martinez Ward 2 Councilmember Angelica Amezcua Ward 3 20 Civic Center Plaza, Santa Ana, CA 92701 Phone: (714) 64CYSA&4(714) 647-6954 Councilmember David Benavides Ward 4 Councilmember Roman Reyna Ward 5 Councilmember Sal Tinajero Ward 6 2016 LEGISLATIVE PLATFORM Table of Contents INTRODUCTION....................................................................................................................... ..............................3 GUIDINGPRINCIPLES .............................................................................................................. ..............................3 GOAL 1: COMMUNITY SAFETY ................................................................................................ ..............................4 GOAL 2: YOUTH, EDUCATION, RECREATION .......................................................................... ..............................5 GOAL 3: ECONOMIC DEVELOPMENT ..................................................................................... ..............................6 GOAL 4: CITY FINANCIAL STABILITY ....................................................................................... ..............................7 GOAL 5: COMMUNITY HEALTH, LIVABILITY, ENGAGEMENT & SUSTAINABILITY ................... ..............................9 GOAL 6: COMMUNITY FACILITIES & INFRASTRUCTURE ........................................................ .............................10 GOAL7: TEAM SANTA ANA ................................................................................................... .............................15 65A -5 2016 LEGISLATIVE PLATFORM INTRODUCTION The Legislative Platform is a tool to protect and promote the City's interests on priority issues and legislative /regulatory matters that may impact the City. The Guiding Principles and Policy Statements below allow City staff and legislative advocates to address 2016 legislative and regulatory issues in a timely and directed manner, without precluding the consideration of additional legislative and budget issues that arise during the year. This Platform supplements other City Council established policies reflected in other plans and policy documents and is consistent with the goals of the City's Strategic Plan. GUIDING PRINCIPLES 1. PRESERVE LOCAL CONTROL Preserve and protect the City's charter powers, duties and prerogatives to enact legislation and policy direction concerning local affairs, and oppose legislation that preempts local authority. Local agencies should preserve and enhance authority and accountability for revenues raised and services provided. II. PROMOTE FISCAL STABILITY Support measures that promote fiscal stability, predictability, and financial independence. Support measures that preserve the City's revenue base and local control over local government budgeting. Oppose measures that make cities more dependent on the County, State or Federal Governments for financial stability, such as mandated costs with no guarantee of local reimbursement or offsetting benefits. Oppose measures that shift local funds to the County, State or Federal Governments, without offsetting benefits. III. SUPPORT FUNDING OPPORTUNITIES Support opportunities that allow the City to compete for its fair share of regional, state and federal funding, and that maintain funding streams. Opportunities may include competitive grant and funding programs. Opportunities could also include dedicated funding streams at the regional, state and federal levels that allow the City to maximize local revenues, offset and leverage capital expenditures, and maintain City goals and standards. IV. REGIONAL COLLABORATION AND COOPERATION Leverage the City's ability to preserve local control, promote fiscal stability, and support funding opportunities through collaboration with municipalities, local government agencies, special districts, regional government agencies / organizations and local, state and federal elected representatives. Share the City's Legislative Platform and municipal projects / programs with regional government agencies and local, state, and federal elected representatives to seek their support. CITY OF SANTA ANA 3 65A -6 2016 LEGISLATIVE PLATFORM Note: Items are ordered within each goal to align City of Santa Ana priorities with Federal and State priorities. GOAL 1: COMMUNITY SAFETY A safe and secure community is essential to the quality of life and economic success for the City of Santa Ana. The City is committed to a high level of public safety and working in partnership with the community to maintain a safe and secure City. Body Cameras / COPS Funding (Police Dept.) Support legislation which continuously provides funding for local police agencies to operate body worn camera programs. Any supported legislation should take into account, data storage costs, personnel costs and equipment in support of the administration of justice in criminal cases. Homelessness (Community Development Agency) Reprioritize existing affordable housing resources allocated through HUD and the Low - Income Housing Tax Credit Program and seek increased funding to provide housing for homeless individuals that is consistent with local and regional priorities, including: • Increase permanent housing options linked to a range of supportive services • Improve access to emergency shelter and rapid rehousing opportunities • Improve data systems to centralize and coordinate information on homeless individuals • Develop systems and organizational structures to connect homeless individuals with employment - related supportive services. Medical Marijuana (Planning and Building / Police Department) Support legislation which maintains local control, considers critical health and safety requirements, provides for community education opportunities, and increases assistance and /or funding opportunities to municipalities that have adopted medical marijuana regulations to support enforcement of adopted operational standards. In addition, increase assistance and collaboration from federal agencies in investigating marijuana operations that are found to be associated with international drug trafficking organizations and engage in money laundering activities. Gangs (Police Department) Support state legislation that would make theft of a firearm grand theft and punishable by state prison. Domestic Violence (Police Department) Support legislation that increases the efficiency and effectiveness of protective orders to enhance the safety of domestic violence victims. Safe Mobility (Police Department and Public Works Agency) Increase local funding for infrastructure and programs that increase traffic and pedestrian safety in support of the City's Strategic Plan. While the City currently receives between $300,000 and $400,000 annually from the State of California's Office of Traffic Safety, federal funds have not been secured. CITY OF SANTA ANA 4 65A -7 2016 LEGISLATIVE PLATFORM The City is actively seeking funding to expand the installation and construction of safety infrastructure to protect pedestrians and bicyclists from motor vehicles on arterial and collector roadway corridors city -wide. The City has the fourth highest population density in the nation, and pedestrian and bicycle volumes are the highest in Orange County, and one of the highest in California. As a result, the City has one of the highest incidences of pedestrian and bicycle fatality and accident rates in California. New funding would prepare projects for "shovel ready" delivery. Updated polices will be adopted to ensure all newly rehabilitated infrastructure meets new safety standards. Updated design standards will include new curb and roadway alignments that will elevate the priority of pedestrian and bicycle use on city streets, and will emphasize shared use of the public rights -of -way. Programs related to traffic and pedestrian safety, and enforcement and education are included. The estimated cost to construct the first city -wide phase of re- alignments is approximately $5 Million. Veterans (City Manager's Office) Advocate for social policy and increased funding to ensure veterans have adequate access to job training, employment opportunities, medical care, affordable housing, and mental health services in a dignified manner that honors their service and commitment to our country. Immigration Reform (City Manager's Office) Recognizing the liberty and civil rights of all individuals regardless of national origin or immigration status, and to protect the well- being and safety of all people residing in our community, the City supports comprehensive federal immigration reform that provides sensible and effective solutions to secure our boarders, ensure economic strength, and promote stronger communities. GOAL 2: YOUTH, EDUCATION, RECREATION Santa Ana enjoys a young, vibrant population. The City is committed to working with other youth- oriented organizations to make a full range of opportunities available so our children and young adults can achieve success in their lives. Parks (Parks, Recreation and Community Services Agency) Work with local state representatives to support the proposed State park bond and to add a program for joint -use funding. The City of Santa Ana has been awarded a $1,030,800 grant to develop a half -acre park at Memory Lane and the Santa Ana River, adjacent to the Vista Del Rio Housing Project. Library (Parks, Recreation and Community Services Agency) Advocate funding to address and support 1) bridging the digital divide 2) art and culture exhibits at public libraries to engage community to read and learn and appreciate art and culture 3) advancing literacy 4) career guidance for youth, and library programming for teens. The Santa Ana Public Library was awarded a $495,000 federal grant from the National Institute for Museum and Library Services for the Memories of Migration Program. Memories of Migration is a 3 -year community memory program that builds on the Library's unique Teen Historian Program to jump start the development of cultural heritage collections CITY OF SANTA ANA 5 65A -8 2016 LEGISLATIVE PLATFORM around the shared stories of human migration in America. Seek joint -use and other funding opportunities to establish a community e- Library. This "Biblio Tech" leverages technology tools to help the public access library resources. Collaborate with state and federal representatives to identify literacy program funding for collaborative efforts between the Library and the Santa Ana Unified School District. Collaborate with state and federal representatives to identify opportunities to add a new Public Library in the south part of Santa Ana. Santa Ana Zoo (Parks, Recreation and Community Services Agency) Work with state and federal representatives to identify funding for climate change education to be provided at the Santa Ana Zoo. GOAL 3: ECONOMIC DEVELOPMENT Robust, successful businesses bring jobs and opportunity to the City and provide tax revenues for public services that benefit the entire community. The City of Santa Ana will work aggressively to encourage businesses to locate and invest in our community, providing good jobs, reducing unemployment and bolstering our City's tax base. Affordable Housin¢ (Community Development Agency) Seek increased funding for affordable rental housing, support homeownership programs, and improve the City's housing stock through funding from the Community Development Block Grant (CDBG) Program, the HOME Investment Partnership Program (HOME), and the City's Housing Opportunity Ordinance. These programs improve the City's housing stock while providing opportunities for affordable rental and ownership housing for residents within the City of Santa Ana. Economic Development Initiatives (Community Development Agency) Collaborate with the Governor's Office of Business and Economic Development in support of ongoing economic initiatives and programs that provide direct technical and financial assistance to businesses looking to locate or expand in the City of Santa Ana. Programs such as California Competes Tax Credit, Sales and Use Tax Exemption, New Employment Hiring Tax Credit, Industrial Development Bonds, and the Employment Training Panel. Goods Movement and Mobility (Public Works Agency) Legislation is sought which values the Economic Development from improved goods movement and mobility to core Santa Ana industries. Goods movement would be enhanced by improving roadway infrastructure in and around the city's industrial centers estimated to cost in the cost range of $15 Million. Enhanced Infrastructure Financine Districts (Community Development Agency) Support and establish an Enhanced Infrastructure Financing District to issue bonds to fund infrastructure projects such as street improvements, highway interchanges, transit facilities, sewage treatment and water reclamation plants, low and moderate income housing, and transit priority projects, pursuant CITY OF SANTA ANA 6 65A -9 2016 LEGISLATIVE PLATFORM to the infrastructure financing plan and the agreement of affected taxing entities. This will help fill a gap left with the dissolution of redevelopment agencies. Housing Authority /Section 8 Voucher Program (Community Development Agency) Seek increased funding for the Family Self - Sufficiency Program. The Santa Ana Housing Authority administers the Housing Choice Voucher Program (Section 8). As part of the program, families have the opportunity to voluntarily participate in the Family Self - Sufficiency Program to become independent from housing assistance. Participation in this program reduces housing assistance costs per family for the Housing Authority and allows the agency to assist new families off of the Waiting List. Workforce Innovation and Opportunity Act (Community Development Agency) On July 22, 2014, President Barack Obama signed into law the Workforce Innovation and Opportunity Act (WIOA) — designed to promote a job- driven public workforce system helping to strengthen the partnerships between Workforce Boards, businesses, and education. The City will work with the Congressional delegation, and the Departments of Labor, Commerce, and Education to support and implement WIOA with specific attention and emphasis on: • Full fundingforWICA • Support for local Workforce Boards and local control • A single set of common performance measures for adults, dislocated workers and youth programs authorized under WIOA • Continued work on alignment of all federal workforce programs in HUD, Health and Human Services, and Department of Education HUD — Reauthorization (Public Works Agency) Continue Community Development Block Grant (CDBG) to cover capital cost to improve city streets in economically disadvantaged areas. The improvements would reduce blight and improve residential neighborhoods. The need is approximately $5 Million. GOAL 4: CITY FINANCIAL STABILITY It is essential that the City maintain fiscal stability to be able to deliver high quality services. This requires an effective and transparent financial system, accurate and reliable forecasting of revenues, an enhanced tax base, and control of expenses. Medical Marijuana Taxation (Finance and Management Services Agency) Monitor pending Assembly and Senate Bills: • (Medical Marijuana Excise Tax - Senate Bill 987 (Senator McGuire) seeking to establish a state excise tax of 15 percent on the consumption or use of medical marijuana purchased from any retailer in California. Revenue allocation: 30% to the General Fund; 30% to the Bureau for grant program administration to distribute grants to local agencies that are affected by the regulation of medical marijuana activities pertaining to the cultivation of marijuana in violation of state law or local ordinance (upon appropriation by the Legislature); 20% to the Department of Parks and Recreation for the stewardship, operation, maintenance, and preservation of state park units, including units operated on behalf of the state by local or regional agencies or by nonprofit organizations (upon appropriation by the Legislature); 20% to counties for drug and CITY OF SANTA ANA 7 65A -10 2016 LEGISLATIVE PLATFORM alcohol treatment programs. Revenue impact: Annual revenue of $251 million. With an operative date of January 1, 2018, this revenue would be reduced by half to $125.5 million in fiscal year 2018 -19. Marijuana Regulation and Safety Act (MMRSA) Amendment - Assembly Bill 1575 (Assembly Member Bonta) proposing term changes in the MMRSA requiring the Board of Equalization to create a working group to examine strategies including point -of -sale systems to improve financial monitoring of cannabis businesses and would create an enhanced financial monitoring certification for entities licensed under the MMRSA. Also, specifies a local ordinance that regulates cannabis or medical cannabis shall not require the consent of the Department of Food and Agriculture. Policing Authority for Medical Marijuana Cultivation - Senate Bill 435 (Senator Pan). An exemption from the medical marijuana licensing requirements; does not limit or prevent local government from exercising its police power authority. Renewable Energy Grants (Finance and Management Services Agency) Seek State of California and federal grants or already established funding streams for renewable energy opportunities for City facilities, fleet operations and citywide benefit where applicable: • Solar Energy (photovoltaic arrays) • Cogeneration within Civic Center facilities • Ice Energy • Chiller Replacement • Backup Generator/ Emergency replacement • Alternative fuels vehicle and infrastructure • Cap- and -Trade (funding for public buildings and infrastructure, i.e. transportation) Receivership Actions (Planning and Building Agency) Support legislation which would amend the California Health and Safety Code regarding municipalities' use of receivership actions. Specifically, revise Section 17980.7 to make the recovery of attorney's fees unilateral, rather than to the prevailing party. Support legislation which would amend the California Health and Safety Code Section 17980.7 to allow for first priority of receiver's liens and recovery of City's attorney fees and costs from the receivership estate. Support legislation which would remove the 3- day notice requirement and /or reduce the noticing requirement to service by certified mail. Support legislation which would clarify that unpaid administrative fines can be recovered as special assessments. Sales Tax (Finance and Management Services Agency) Monitor anticipated Professional Services Tax Bill (Senator Hertzberg) replacing previous Senate Bill 8 which would likewise seek to extend the California state sales tax to impose a tax on services to increase revenues. Local jurisdictions would not be authorized to increase sales tax on services, as they are currently able to do. The additional revenues would be collected by the state, and the funds allocated to local government. Health care services, education services and small businesses with under $100,000 of gross sales would be exempt from the sales tax on services. CITY OF SANTA ANA 8 65A -11 2016 LEGISLATIVE PLATFORM The intent of the legislation is to generate an estimated $10 billion to be used for K -14 education, UC /CSU systems. The bill's other possible impacts are that it may provide additional revenues to local governments and possibly lower personal income tax rates. Internet Tax Freedom Forever Act (Finance and Management Services Agency) On February 11, 2016 federal legislation, opposed by the City and California League of Cities, making the 18 year temporary moratorium on taxation of internet access permanent was appended to the Trade Facilitation and Trade Enforcement Act and passed. To address defective definitional language incorporated in Permanent Internet Tax Freedom Act which could negatively impact the City's telecommunication services Utility Users' Tax (UUT), staff recommends the City adopt a comprehensive administrative ruling and interpretation of the City's UUT Code regarding the bundling of taxable and non - taxable telecommunication services, including internet access. Staff is currently working with the City's Professional UUT Consultants to arrive at a suitable administrative ruling and interpretation to be reviewed by the City Attorney and administratively adopted by the Executive Director of Finance and Management Services before August 31, 2016. GOALS: COMMUNITY HEALTH, LIVABILITY, ENGAGEMENT & SUSTAINABILITY A vibrant community is full of energy and life, characterized by investment in its people, its culture, and its physical environment. Our built environment has a direct effect on the community's overall quality of life. The task of community planning includes envisioning new commercial areas and new neighborhoods that enhance quality of life, as well as improving the neighborhoods we already have in order to create a sense of place and community. Essential to a vibrant community is strong community involvement, the celebration of arts and cultural diversity, and a focus on resource conservation. Water Conservation (Public Works Agency) Staff will continue to seek funding to facilitate water conservation efforts. The State of California continues to experience severe drought conditions. Winter 2015 saw improved hydrologic conditions in parts of California. More rain and snow fell in Northern California as compared to Central and Southern California, yet, due to California's water conveyance systems, concerns over supply reliability have eased even in urban Southern California. Consequently, the City's 12% conservation standard has been adjusted by the State Water Resources Control Board and Governor Brown's May 9, 2016 Executive Order. The new order allows the City to define its individualized conservation standard based on its unique water supply and demand conditions. The City has evaluated its supply portfolio and although we have self- certified to the State a zero percent conservation target, because the drought is not over, the City has elected to reduce water usage by 3% and step down the Phase Two Water Supply Shortage to Phase One Water Supply Shortage allowing CITY OF SANTA ANA 9 65A -12 2016 LEGISLATIVE PLATFORM residents to water their lawns three days per week and keeping all permanent water conservation measures in full force. In order to achieve the 3% water use reduction, the City will continue with its comprehensive drought outreach plan. Health (Parks, Recreation and Community Services Agency) Advocate for special grant monies for community outreach and education efforts to enhance the public awareness of preventing health issues such as obesity, diabetes, heart disease, and hypertension. Mobility (Public Works Agency and Parks, Recreation and Community Services Agency) Support legislation which increases funding and legal support for improved bicycle and pedestrian facilities. Seek special grant monies for outreach and education efforts to enhance walking and biking safety in our town. Residential Group Homes (Planning and Building Agency) To protect residential neighborhoods, support legislation which promotes local control of residential groups homes including sober living facilities. Sustainable Development (Planning and Building Agency) Seek special grant monies for planning, outreach and education efforts to support sustainable development. Projects may include comprehensive planning efforts, zoning and building code updates and specific planning efforts. Engagement (Parks, Recreation and Community Services Agency and Planning and Building Agency and Neighborhood Improvement Program) Seek special grant monies for community engagement. These grant monies may be used to support public outreach on a number of planning efforts including the City General Plan update, historic preservation programs and survey efforts as well as specific planning urban design projects. In addition, monies may be used to support the City's existing Neighborhood Improvement Program community engagement efforts. Discuss with state and federal legislature representatives the need to find a funding stream to help the Santa Ana Public Library provide a 5 -year effort to increase voter registration. GOAL 6: COMMUNITY FACILITIES & INFRASTRUCTURE The City of Santa Ana has the responsibility to install and maintain the basic facilities required for a community to operate including streets, sidewalks and bikeways, sanitary sewers, storm drains, water systems, public buildings and facilities, and collection of solid waste. The City also has an important advocacy role concerning mass transit and public utilities. O.C. Streetcar (Public Works Agency) Seek continued support for the OC Streetcar. The project under consideration is a modern streetcar running from the Santa Ana Regional CITY OF SANTA ANA 10 65A -13 2016 LEGISLATIVE PLATFORM Transportation Center through Santa Ana's Downtown and Civic Center within mixed flow traffic in city streets and within the Pacific Electric right -of -way to Garden Grove. The OC Streetcar may be extended to the east at the SARTC, and could potentially connect with a OC Streetcar being planned by the City of Anaheim via Harbor Boulevard in Garden Grove. The streetcar will expand regional transportation system benefitting mobility and goods movement as well as providing expanded regional and local economic development opportunities. The OC Streetcar has received environmental clearance, and is ready to begin final design. The project environmental analysis was completed including a locally preferred alternative. The final environmental approval was received on January 20, 2015. Orange County Transportation Authority (OCTA) has become the lead agency for the project. OCTA will manage the project's final design, construction, operations, and maintenance. The OC Streetcar has been accepted into project development phase in the new starts Federal grant program. The OC Streetcar alternatives are approximately four miles long with about twelve station stops in each direction. The proposed fleet size is six to seven cars with headway running ten minutes in peak conditions and fifteen minutes off peak. The ridership is expected to reach 6,000 daily boardings during its initial operation, and would result in a reduction of 2,165 vehicle miles traveled per day. The OC Streetcar ridership capacity could respond to increased use and could also expand and extend service. The project serves Santa Ana which is the fourth most densely populated city in the United States, and serves the City's densely populated communities, many of whom (17.8 %) do not own cars and currently use public transportation. The estimated cost of the project is $298 million. Potential Federal funding requests could be from a combination of Congestion Management and Air Quality (CMAQ) programs or New Starts /Small Starts programs totaling over $200 million. If construction begins in Federal Fiscal Year 2016/17, the OC Streetcar Project could be operating by 2020. Santa Ana Regional Transportation Center (Public Works Agency) Seek funding to repair and upgrade the Santa Ana Regional Transit Center (SARTC). This regional rail facility serves to support an ever - increasing demand for inter - and intra - county rail services resulting from growth in population and employment in the surrounding areas. The SARTC station is the local passenger access location to the OCTA Metrolink Railroad and Amtrak connecting Orange County to other outlying areas of nearby regions, including Los Angeles, the Inland Empire, San Diego and beyond. The SARTC facility is in dire need of bathroom expansion to support the increase station demands and upgrades to modernize them to today's American's with Disabilities Act standards. Other facility needs include improved access and pathways from the facility's perimeter and expanded passenger loading and unloading kiosks /stalls. The estimated cost to complete these improvements is $4 Million. CITY OF SANTA ANA 11 65A -14 2016 LEGISLATIVE PLATFORM Santa Ana Regional Transportation Center First /Last Mile Connections (Public Works Agency) The need exists to provide regional rail and bus passengers via SARK the ability to seamlessly travel to and from the Civic Center, Downtown, the Museum District and other employment, cultural, commercial and educational centers. Seek funding to plan and construct first and last mile travel connections including bike lanes and infrastructure, safe and accessible pedestrian routes, and convenient transit facilities. Infrastructure may include protected bike lanes, bike lockers and racks, new sidewalk and access ramps, upgraded bus shelters. Programs and planning efforts could include educational campaigns, travel safety advertisements, and community based complete streets planning. Support Federal, State and regional funding programs and policies which would facilitate first and last mile connections, such as Active Transportation Program, Highway Safety Improvement Program, and the Compass Blueprint Program. Grade Separations (Public Works Agency) Grade separation projects allow incompatible mobility modes to intersect without impeding with one another. These types of projects work with existing transportation systems to greatly improve multimodal mobility and goods movement, and also result in reduced congestion, improved air quality, and reduced dependence on fossil fuels. Three separate grade separation projects are in or have completed the conceptual engineering and environmental analysis phase. The three projects are located on Santa Ana Boulevard, Grand Avenue, and 17th Street. The three currently intersect with railroad tracks carrying Amtrak and Metrolink commuter traffic, and Union Pacific Railroad freight cars. • Daily rail traffic is now 75 trains per day and is expected to increase to 110 per day by the year 2035. The grade separation projects are essential to allow for future and current commuter and goods movement, and maintain and improve train, pedestrian and bicycle mobility, and safety. The City of Santa Ana is the lead for the Santa Ana Boulevard project. This is a unique Grade Separation Plaza because it allows and encourages mass pedestrian and bicyclist traffic to safely cross rail tracks adjacent to the Santa Ana Regional Transit Center (Amtrak and Metrolink station). It would also allow for the extension of the OC Streetcar across the rail tracks without any additional infrastructure but the streetcar line. • The Santa Ana Boulevard Grade Separation Plaza is estimated to cost $73.3 million and the environmental clearance was completed September 2014. The environmental clearance places this project in 18th place on the state's priority list. The roadway carries over 20,000 vehicles per day within a very congested segment of roadway adjacent to an interchange with 1 -5 freeway. In addition, 54 school buses and 309 passenger buses cross the rail tracks. Staff seeks Federal funding support either through the Orange County Transportation Authority or independently for 100% of the project construction cost through Regional Surface Transportation Program, CMAQ, Demonstration, and Federal Section 130 funds. CITY OF SANTA ANA 12 65A -15 2016 LEGISLATIVE PLATFORM OCTA has been the lead agency for the planning and environmental studies of the other two grade separations at (2) Grand Avenue and (3) 17th Street. It's anticipated that they will seek funding to implement those two projects. Automated Meter Infrastructure (Public Works Agency) The City supplies potable water to over 45,000 customer accounts which include all of the City's 324,000 plus residents, business, and institutions. All customer accounts are metered by traditional dummy meters which record water usage mechanically and are manually read every two months. The City is committed to pursuing Automated Meter Infrastructure (AMI) and converting all meters to new smart meters capable of detecting leaks and allows customers to manage their water consumption on a daily basis. The proposed system will have customer engagement which will generate notifications such as excessive water use, irregular consumption patterns, and most importantly water leaks. The system is planned to be completely wireless and accessible through the Web. This is a key water conservation project. The City has awarded a contract to perform a feasibility study and implementation plan. Full AMI conversion and implementation costs are estimated to be in the range of $14 million. Staff will continue to seek funding for automated meter infrastructure. Replacement Water Wells (Public Works Agency) The City supplies up to 70% of water demand via a system of groundwater wells. A number of these wells are aging and no longer produce the quantity or quality of water they once did. In order to sustain the quantity and quality of water for the community at the lowest cost possible, it is essential to retain our groundwater pumping capacity. A need exists to drill and equip new replacement wells. As a regional aquifer, this project would also protect the integrity of the aquifer for other water producers. The City is in the process of acquiring a site and has prepared a preliminary feasibility study for up to two new replacement wells. The replacement well improvements are estimated to be in the cost range of $7 million. Staff will continue to seek funding for the replacement of water wells. Reclaimed Water System Master Plan (Public Works Agency) The Orange County Water District (OCWD) owns and operates a reclaimed water system, a portion of which traverses through parts of Santa Ana. Santa Ana properties may connect to the reclaimed water system, where available. Currently only a limited number of parcels have access to the system as the reclaimed water pipelines only exists in a limited area. The City is considering commissioning a reclaimed water system master plan to identify opportunities to expand the system to serve reclaimed water demands. The OCWD has tentatively committed to supply additional reclaimed water but Santa Ana will have to fund construction costs associated with expanding the system. The reclaimed water master plan is estimated to cost $100,000. The cost to construct additional reclaimed water pipeline is estimated to be $1.25 million per mile. Staff will seek funding to develop a reclaimed water system master plan. Bristol Street (Public Works Agency) The City of Santa Ana has been in the process of improving 3.9 miles of Bristol Street between Warner Avenue and Memory Lane in conformance with the City's General Plan, and OCTA's Master Plan of Arterial Highways. The project adds one through lane in each direction, CITY OF SANTA ANA 13 65A -16 2016 LEGISLATIVE PLATFORM bike lanes, sidewalk, landscaping and medians, as well additional turn lanes and bus turnouts at major intersections. The completed or near completed portions of the project total over 2.5 miles. OCTA has funded construction of the remaining segments between Warner Avenue and 17th Street. However, no funding sources exist for the portion between 17th Street and Elm Street (the north -most half mile), which handles an average of 48,000 vehicles per day. The estimated cost for this segment is $40 million. Depending on future federal funding programs, the City would anticipate a request of up to one half, or $20 million of total project cost. Alton Parkway (Public Works Agency) The City of Santa Ana has been the lead agency in coordinating the design and environmental clearance of the Alton Parkway Grade Separation. Alton is part of the Master Plan of Arterial Highways, and the proposal is to cross over SR -55. The roadway would expand regional connectivity, benefitting mobility and goods movement as well as providing expanded regional and local economic development opportunities, and significant benefits to local Santa Ana businesses located in the fringes of this project. Coordination with neighboring Irvine has been completed. This project's design / environmental phases were previously done but need to be updated per the latest state requirements. This will take an estimated 8 -12 months to update. $55 million in construction and right -of -way funding is needed to implement this project. Half of this funding would be requested through the Measure M Regional Capacity Program with the remaining $22.5 million from Federal or other sources. Grand Avenue (Public Works Agency) The City has a project to widen Grand Avenue between 1st Street and 17th Street. The project, similar to Bristol, adds one through lane in each direction, bike lanes, sidewalk, landscaping and medians, as well as additional turn lanes and bus turnouts at major intersections in conformance with OCTA and City plans. The initial 900 -foot segment between 1st Street and 4th Street began construction earlier in 2014. Except for design phase funding, no funding has been identified for the remaining 4,300 feet, estimated to cost $49 million. A Federal $24 million grant to match the anticipated future OCTA Measure M2 funding could cover construction and project delivery. Warner Avenue (Public Works Agency) The City finalized the Environmental Impact Report (EIR) in 2015 to widen Warner Avenue between Main Street and Grand Avenue. The project, similar to Bristol Street and Grand Avenue, adds one through lane in each direction, bike lanes, sidewalk, landscaping and medians, as well as additional turn lanes and bus turnouts at major intersections in conformance with OCTA and City plans. The project's cost is estimated at $60 million for design, right -of -way, and construction phases. OCTA has funded the design phase and a portion of right -of -way for Phase I (Main Street to Oak Street). Staff seeks the remaining funding of $53 million through federal support independently or via OCTA. Fairview Bridge (Public Works Agency) Fairview Street is planned for three lanes in each direction on the City's General Plan and OCTA's Master Plan of Arterial Highways. However, because the Fairview Bridge over CITY OF SANTA ANA 14 65A -17 2016 LEGISLATIVE PLATFORM Santa Ana River is only about 50 feet wide, the roadway can accommodate only two lanes in each direction. Further, the bridge lacks separated sidewalks and the barrier rail does not meet current standards. For a similar project (First Street Bridge), the City received Federal funding to cover half the cost to replace and widen the bridge. For the Fairview Bridge, the cost is conceptually estimated at about $14 million, 88.53% of which could be requested through the Federal Highway Bridge Replacement and Rehabilitation program with matching funds requested through OCTA Measure M2. To receive federal funding, the segment would need to be cleared under the National Environmental Policy Act. 1 : a u y.1�YIG�:1►G The City continues to face increasing demands for service with limited resources. This challenge provides an opportunity for the organization to become innovative and efficient in the delivery of City Services. Success in this effort requires that the City retain and attract experienced, motivated employees who are committed to engaging and serving the community. Additionally, improving interdepartmental and community lines of communication will ensure greater transparency and community engagement. Transparency and Engagement (City Manager's Office) Support federal /state legislation that allows the City to promote greater transparency and community engagement. Open Data Platform (Clerk of the Council) Seek funding to implement an Open Data Platform (ODP) which will increase transparency, access to public information, and improve coordination and efficiency among City agencies and partner organizations. Through the implementation of the ODP, the public will be able to access meaningful data on one web page, create reports and download information including building permit activity, crime reports, budget information, and land use data. Allowing the public to access, visualize, and sync to public information promotes a new kind of civic engagement and allows them to provide valuable feedback on local issues. An Open Data Platform will promote government transparency and openness by giving residents, visitors, and business access to all City public records. Technology (Information Technology) Support federal /state legislation which allows the City to promote innovation and efficiency through greater use of technology. Protect local government franchise fees and core local functions such as the Public, Educational and Government Programs channels (PEG). Protect local government's right of way use from unsightly and potentially hazardous equipment placement by telecommunications companies. Legislative Agenda (City Manager's Office) The City will recommend an annual legislative agenda consistent with the Strategic Plan. CITY OF SANTA ANA 15 65A -18 e. 1 CITY COUNCIL MEETING DATE: AUGUST 16, 2016 TITLE: REVIEW AND ADOPTION OF THE ARTS AND CULTURE MASTER PLAN {STRATEGIC PLAN NO. 5,4A) CITY MAN R RECOMMENDED ACTION Review and adopt the Arts and Culture Master Plan. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 18' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER On January 15, 2015, the Arts and Culture Commission voted to release a Request for Proposals (RFP) for the development of the Arts and Culture Master Plan for the City of Santa Ana. The purpose of developing an Arts and Culture Master Plan is to create a common vision for the role that arts and culture should play in Santa Ana, as well as to ascertain what pieces of that vision can guide policy and programming to enhance the quality of life for Santa Ana residents, businesses and visitors. On May 5, 2015, City Council approved the agreement with the Cultural Planning Group (CPG) to develop the City -wide Arts and Culture Master Plan. The development of the Arts and Culture Master Plan included three phases: Community Engagement and Research; Santa Ana Arts and Culture Master Plan Development; and Santa Ana Arts and Culture Master Plan Presentation and Approvals. The methods used to develop the Arts and Culture Master Plan included a strong community engagement component to ensure public participation. This included a community survey, community -based discussions, meetings and individual interviews with artists and other community stakeholders, and Town Hall meetings. Approximately 1,000 individuals from the City participated in the development of the Arts & Culture Master Plan. A steering committee composed of community stakeholders was also formed to help guide this process. There were eight official site visits by CPG and four supplemental site visits by their sub - consultant. During these visits, CPG met with residents and stakeholder groups, including elected and appointed City officials, community leaders, business leaders, faith leaders, education leaders, artists, local arts providers, youth and senior groups, and potential funding partners. Additional details are provided in the Community Engagement Report (Exhibit 1). 65B -1 Review and Adoption of the Arts & Culture Master Plan August 16, 2016 Page 2 Many opportunities were made available for the community to give input and as a result, multiple points of view from the community were considered during the development process. The community's engagement in this process has shown an overwhelming support for the adoption of an Arts and Culture Master Plan, The Arts and Culture Master Plan (Exhibit 2) provides both a roadmap and a City and community agenda for promoting arts and culture in Santa Ana. The Plan identifies eight goals with accompanying strategies and initiatives, including recommended implementation partners, timelines, and metrics. The goals are highlighted below: Goal 1: Foster a City -wide culture of equity, inclusion, and access. Goal 2: Work collectively towards a robust infrastructure for the arts in Santa Ana inclusive of City policy, staffing, and sustained funding. Goal 3: Create the conditions where artists and creatives thrive professionally and arts and cultural organizations have the resources required for sustained success. Goal 4: Support and expand arts and cultural programming to engage all populations throughout the community. Goal 5: Support existing and create new opportunities for youth to engage in artistic and creative activities and career pathways. Goal 6: Identify community spaces for artistic and creative collaborations and create a roadmap for new cultural facility development through City and organizational partnerships. Goal 7: Preserve Santa Ana's unique heritage while creating arts and cultural opportunities through new placemaking initiatives. Goal 8: Create visible and interactive arts opportunities for engagement through public art. The City and community stakeholders both have roles to play for successful implementation of the Arts and Culture Master Plan, which is phased over a ten -year period. The City will be the primary lead, although participation of many stakeholders is required to fully accomplish each of these goals. On July 21, 2016, the Arts and Culture Commission recommended that the City Council adopt the Arts and Culture Master Plan (6 -0, Alvarado absent). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #5 (Promote a strong arts and culture infrastructure), Strategy A (Work closely with the Arts and Culture Commission and local artist organizations to develop an Arts Master Plan which will ensure all cultural programming, events and activities receive appropriate attention and resource support). 65B -2 Review and Adoption of the Arts & Culture Master Plan August 16, 2016 Page 3 FISCAL IMPACT There is no fiscal impact associated with this item. Jorg E. Oarcia Senior stant City Manager's Office Exhibits: 1. Community Engagement Report 2. Arts and Culture Master Plan L• - Lt m I Y3 �y v� �� (( _ 5 'r � u.a_.ar,� . _. The Santa Ana Arts Future Team City Leadership Mayor Miguel Pulido Mayor Pro Tem Vicente Sarmiento, Ward 1 Councilmember Michele Martinez, Ward 2 Councilmember Angelica Amezcua, Ward 3 Councilmember David Benavides, Ward 4 Councilmember Roman A. Reyna, Ward 5 Councilmember Sal Tinajero, Ward 6 City Manager, David Cavazos Project Manager, Jorge E. Garcia Arts and Culture Commission Don Cribb, Chairperson Citywide Representative Lisandro Orozco, Ward 1 Marytza Rubio, Ward 2 Frank Gutierrez, Ward 3 Mike McGee, Ward 4 Mario Alvarado, Ward 5 Sandra Pena Sarmiento, Vice Chairperson, Ward 6 Consultant Group The Cultural Planning Group Jerry Allen, Partner Linda Tara Flynn, Ph.D., Partner Victoria Plettner- Saunders, Consultant Tomas Benitez, Consultant Santa Ana Arts Future Community Arts and Cultural Master Plan Steering Committee Alicia Rojas, Santa Ana Community Artist(a) Coalition Ana Urzua, Campaign Coordinator, Santa Ana Building Healthy Communities Dawn S. Reese, Executive Director and Co- CEO, The Wooden Floor Delilah Snell, Patchwork Show & Alta Baja Market Denise Rios, Santa Ana High School Student Eve Kikawa, Dean of Fine and Performing Arts, Santa Ana College Jason Holland, Vice President, Community Engagement, Segerstrom Center for the Arts John D. Spiak, DirectorlChief Curator, CSUF Grand Central Art Center Julie Perlin Lee, Vice President of Collections and Exhibition Development, Bowers Museum Manuel Escamilla, City of Santa Ana Mark McLoughlin, Board President, High School Inc. Moises Vazquez, Community Health Worker, Latino Health Access Wellness Corridor Richard Espinachio, Restaurateur Richard Stein, Executive Director, Arts Orange County Roxanna Samaniego Owings, Coordinator, Special Projects, Santa Ana Unified School District Sara Guerrero, Artistic Director, Breath of Fire Latina Theater Ensemble Victor Payan, Director, Media Arts Santa Ana Advisory capacity: Robyn MacNair, Visual and Performing Aarts Program Specialist, Santa Ana Unified School District o � ', 2 Santa Aria Arts Future Community Arts and Cultural Master Plan Executive Summary Introduction Santa Ana came together as a city and a community to create this first Arts and Cultural 10- Year Master Plan, following the formation of the City's 7- member Arts Commission two years ago. This plan is a result of a yearlong community engagement process inclusive of over 1,000 Santa Ana voices and rigorous research. It reflects the rich heritage of Santa Ana, the unique character of the community, and the visions and aspirations of all residents of the City. The guiding principles for this plan are To promote a Santa Ana brand highlighting the city's authentic heritage, its creativity, and its richly diverse community. To honor and reflect all members of the community regardless of age, gender, ethnicity, backgrounds, or socioeconomic status. • To provide access for every child and resident to arts and creative programming. To honor and support the contributions of every artist, arts, cultural, and creative organizations and businesses. To create a pathway to financial stability for the arts and creative sector inclusive of a variety of funding options. As the seat of government for Orange County, Santa Ana is a remarkable community of different industries with a large population of government employees, a high concentration of artists and creatives, and significant cultural institutions. It is a city with an extraordinary heritage and an authentic, unique identity setting it apart from other regional and national cities. Building infrastructure to promote support and promote this identity and the arts, cultural and creative industries is a priority of the plan, and should be a priority for the City and the community. All of Santa Ana's residents, workers, and creatives can be stewards for successful implementation — creating opportunity, infrastructure, ongoing support, and a new future for Santa Ana. "Concentrating creativity through both physical density and human capital enhances economic development. By locating firms, artists, and cultural facilities together, a multiplier effect can result." — American Planning Association 65B -7 Santa Ana Arts Future Community Arts and Cultural Master Plan Cultural Equity as a Guiding Principle Americans for the Arts defines cultural equity as that which: "...embodies the values, policies, and practices that ensure that all people — including but not limited to those who have been historically underrepresented based on race /ethnicity, age, ability, sexual orientation, gender, socioeconomic status, geography, citizenship status, or religion —are represented in the development of arts policy; the support of artists; the nurturing of accessible, thriving venues for expression; and the fair distribution of programmatic, financial, and informational resources. Cultural equity, access, and inclusion are part of the national conversation in not only the nonprofit arts and culture sector, but in many communities and organizations. Cities and local agencies across the country are currently developing policy statements, programs and broad - based initiatives to address cultural equity concerns. An example close to the heart of Santa Ana is the LA County Cultural Equity and Inclusion Initiative (detail provided in Appendix). These conversations emerged in the planning process' community conversations and survey results and are reflected in the plan recommendations. Residents, community leaders, business leaders, and educational partners call for the plan to lend its support to the larger communitywide challenge of promoting equity for residents from all backgrounds and lifestyles. Arts and Creativity as Economic Development for Santa Ana Nationwide, the arts and creative industries are fast becoming the new economy. Likewise, Santa Ana's arts and creative industries contribute greatly to the overall economic prosperity of the city. This comes with a growing recognition of the importance of the arts industry to the vitality and economic prospects of cities and communities. The American Planning Association recently made the following assessment of the role of the arts in the economic health and vitality of a community. Arts, culture, and creativity will: • Improve a community's competitive edge • Significantly contribute to the development of a skilled workforce • Attract new and visiting populations Integrate the visions of community and business leaders As stated in the APA paper, in the last decade, economic development has shifted from emphasizing firm -based approaches to overtly acknowledging the development of human capital in a community and its arts, cultural, and creative opportunities. Leaders in the field of planning and economic development are developing noteworthy, creative approaches to making places of any scale more satisfying to this workforce, while increasing economic viability and competitiveness. t Americans for the Arts (2016). Statement on Cultural Equity, available at http./lwww.american§_foqt!e�grLs.Qry/eL ra I -egu ity. om w • Santa Ana Arts Future Community Arts and Cultural Master Plan The data on Santa Ana's creative economy indicates that it is significant and growing. Workforce data from Americans for the Arts and Dun and Bradstreet show that in the category of "Arts Jobs per 1,000 Residents" Santa Ana has more jobs (10.3 %) than larger US cities like San Antonio, TX (8.28 %), Long Beach, CA (7.59 %), and San Jose, CA (6.59%). Santa Ana also has a slightly higher percentage of "All Jobs that are Arts- Related" (2.08 %) than the United States as a whole (1.9 %). The city's percentage of all businesses that are arts - related (3.67 %) is higher than the average for the 100 largest American cities (2.69 %). This includes the fashion, culinary, digital and media arts industries, independent gallerists and more. CITY Census Bureau Population (2013 Estimate) Total Numberof BUSINESSES (January 2015( Total Numberof JOBS (January 2015( - ARTS-REUTED Total Arts - Related BUSINESSES BUSINESSES Arts - Related Businesses Per 1,000 Residen - Percentage of Al) Businesses chat are Arts- Relat¢dd I� A Total Arts - Belated JOBS (January 2015 R ` e Arts - Related lobs Per 1,000 Residents,._ Percentage ofAllJobs reA that are Arts Related rw (January 2015 US 3.90% 2.9M 1.90% Laredo, TX 248,142 10,147 85,444 211 0.85 2.08% 1,711 6.90 2.00% Santa Ana, CA 334,227 14,394 365,524 52B 1158 3.67% x,442 10.30 2.08% R{varslde, CA 316,619 14,289 142,200 460. 1.45 3.22% 1,369 4.32 0.96% Ansh¢Im,CA 345,012 18,020 164,313 706 2.05 3.92% 3,246 9.41 1.98% Long Beach, CA 469,428 20,114 172,421 967 3.06 4.81% 3,565 7.59 2e7% Portland, OR 609,456 49,441 431,678 3,438 5.64 6.95% 15,590 25.58 3.61% San JOS¢, CA 998,537 47,131 391,623 2,024 2.03 4.29% 6,579 6.59 1,68% San Antonio, l7f 1,409,019 69,341 655,811 2,9291 2.06 4.22% 11,6691 8.28 1.19% Without specific data readily available on the direct and indirect impact of Santa Ana's creative community on the local economy, the 2015 Otis Report on the Creative Economy of the Los Angeles Region provided available data on Orange County as a whole. This report indicates: "Orange County has a higher rate of increase (9.7 111o) projected for jobs in the creative sector over the next five years than Los Angeles County (7U /0). Creative industry employment in Orange County increased in two of the last three years, with a robust 5.3% gain occurring in 2014. "3 Creative people, as well as many others, want diverse cultural amenities. High concentrations of cultural workers and attractions make an area more appealing by improving quality of life and by drawing visitors to the area. Additionally, the educational and outreach services provided by nonprofit arts organizations play an important role in training the next generation of creative individual s.3 Because of a multiplier effect, the Otis Report indicates that growth in one area can have positive consequences for others: "Growth is expected across the entire creative economy but the pace will vary by industry. The largest percentage gains will occur in those industries that are tied to real estate and construction activity: architecture and interior design, furniture and decorative arts, and industrial design. Improvement in the overall P Otis College of Art and Design (2016), "The 2015 Otis Report on the Creative Economy of the Los Angeles Region ". Prepared by the Los Angeles County Economic Development Corporation, p 34. 3 Ibid. p. 56 L• Santa Ana Arts Future Community Arts and Cultural Master Plan economy will yield increases in household incomes that will spur growth in art galleries, entertainment, and toys. "4 An investment in Santa Ana's creative capital can provide a wide range of positive outcomes for the community. People working within Santa Ana's creative sector already feel that something great is happening in Santa Ana. They described their desire to work in Santa Ana over other cities as being about a "strong sense of a thriving entrepreneurial community on the cusp of something larger." Community Engagement This plan is defined not as a City Arts and Cultural Master Plan, but rather a Community Arts and Cultural Master Plan, with many non -City agencies and individuals willing to partner with the City for plan implementation. The community sees the opportunity and the need for a pathway to success for a more vibrant Santa Ana - through a call for cultural equity, access to the arts, neighborhood revitalization, and more positive and promising career options for Santa Ana youth. A rigorous engagement process informs this plan. Highlights of the engagement include: • A Santa Ana Arts Future Town Hall attracted over 100 people who voiced their aspirations and visions for the arts and cultural life of the city. • Over 300 arts and cultural leaders, business leaders, individual artists, and City leadership participated in discussion groups and in -depth interviews, sharing their visions for their organizations and the city. • Over 420 people completed the Santa Ana Community Survey. • Over 350 community members attended open houses and community meetings held at various local gathering places around Santa Ana. A set of unifying themes emerged from the engagement process which informed the goals of the plan: " Ibid. p. 56 1. Cultural Equity, Access and Inclusion 2. Infrastructure for the Arts 3. The Creative Workforce 4. Communitywide Access and Engagement 5. Youth Arts Programs and Education 6. Spaces and Places 7. Placekeeping and Placemaking 8. Public Art 65B -10 Santa Ana Arts Future Community Arts and Cultural Master Plan Summary of Goals and Recommended Strategies The plan provides both a bold roadmap and a City and community agenda for success. There are eight goals with accompanying strategies and initiatives. Each goal includes recommended implementation partners, timelines, and metrics. Goal 1: Foster a citywide culture of equity, inclusion, and access. 1.1: Explore cultural equity initiatives taking place in other cities and develop and implement an appropriate cultural equity effort in Santa Ana. 1.2: Work to eliminate access barriers to arts and cultural programming for all residents. Goal 2: Work collectively towards a robust infrastructure for the arts in Santa Ana inclusive of City policy, staffing, and sustained funding. 2.1: Organize the City arts program and organizational structure in alignment with best practices in the local arts agency field. 2.2: During the initial phase of implementation of this plan, the current structure and placement of the Arts Commission should be retained, after which time it should be reevaluated. 2.3: Develop a staffing plan to allow for the incremental implementation of the arts and cultural plan. 2.4: Explore long -term funding options for arts and cultural investments and to ensure implementation of this arts and cultural plan. Goal 3: Create the conditions where artists and creatives thrive professionally and arts and cultural organizations have the resources required for sustained success. 3.1: Support and strengthen the burgeoning creative economy in Santa Ana. 3.2: Develop a capacity building initiative for arts and creative enterprises. 3.3: Develop a capacity building program for the nonprofit arts and cultural sector. 3.4: Raise awareness of the positive impact of arts, culture, and creativity on Santa Ana's overall economic development. Goal 4: Support and expand arts and cultural programming to engage all populations throughout the community. 4.1: Develop a Neighborhood Arts Program facilitating arts and creative opportunities for every neighborhood and community group, ensuring equitable distribution of resources. 4.2: Create life -long learning programming that is available to under - served constituencies including homeless, veterans, seniors, and disabled populations 4.3: Ensure greater long -term success of traditional, historic and contemporary festivals, and events 65B -11 Santa Ana Arts Future Community Arts and Cultural Master Plan Goal 5: Support existing and create new opportunities for youth to engage in artistic and creative activities and career pathways. 5.1: Develop a Youth Arts Access Program. 5.2: Support arts education in the schools by identifying and implementing partnerships and collaborations between the community (arts organizations, creative businesses etc.) and the District that strengthen its progress towards goal achievement. 5.3: Develop collaborative programs between major institutions, arts organizations, SAUSD, Santa Ana College and creative businesses, to develop career pathways. Goal 6: Identify community spaces for artistic and creative collaborations and create a roadmap for new cultural facility development through City and organizational partnerships. 6.1: Explore artist live -work space projects with a nonprofit developer of arts facilities. 6.2: In concert with the placemaking initiatives, develop creative maker spaces and vacant storefront programming to activate spaces. Create an artisans market /incubator. 6.3: Develop a long- range, cultural facilities development plan, in concert with arts stakeholders, arts and cultural organizations, and other higher education and private sector partners. Goal 7: Preserve Santa Ana's unique heritage while creating arts and cultural opportunities through new placemaking initiatives. 7.1: Develop a comprehensive placemaking program to enhance the economic, community and arts development of various neighborhoods in the city. 7.2: Partner with a consortium of vested groups to develop a comprehensive plan for the cultural preservation of the legacy and history of the city, inclusive of historic mural preservation and distinctive architecture. Goal 8: Create visible and interactive arts opportunities for engagement through public art. 8.1: Develop a Public Art Program. Implementation The City and the community each have roles to play for successful implementation of the Santa Ana Arts Future Community Arts and Cultural Master Plan. The City will be the primary lead, although participation of many stakeholders - educational institutions, businesses, community organizations, neighborhood associations, and individuals - is required to fully accomplish each of the goals. The plan recommends the establishment of a Leadership Taskforce appointed by the City, to oversee the implementation of this plan. The Taskforce should be comprised of plan stakeholders in the community from a variety of sectors, City officials, and interested residents 65B -12 Santa Ana Arts Future Community Arts and Cultural Master Plan and artists. Current Steering Committee members are interested in continuing their role as part of the Taskforce and will be of great value for implementation. Although the plan is phased over a 10 -year period, a commitment of new resources from the City is required for full implementation. This commitment will grow over the years, resulting in the eventual establishment of an Office of Arts and Culture. 65B -13 ol ) ; lag i.z,• u , AMPIM s Santa Ana Arts Future Cornmunity Arts and Cultural Master Plan Introduction Santa Ana's First Arts and Cultural Master Plan Arts and culture are among a community's most powerful assets. They distinguish each community and allow residents to better understand and celebrate the uniqueness of their lives. Arts and culture are a competitive tool, strengthening many elements of civic life, including the economy, workforce development, education, youth development, neighborhood development, redevelopment projects, sustainability, and cultural equity. An increasing body of research documents how thoughtful cultural policy is essential to civic health and to personal health. Cultural planning is a primary tool for organizing the best use of this critical asset. Cultural planning is an integrated, place -based approach to planning and development taking into account the arts and cultural landscape of a community, social and cultural equity, youth development, and other areas. This plan exists because of Santa Ana's dedication to the goal of creating a vibrant community through arts and creativity. The community demonstrated in many ways its commitment to a visionary and effective first arts and cultural plan for the city. This commitment is reflected in diverse community input, rigorous data collection, and thoughtful engagement by the entire planning team throughout the process, and it informs the heart of this plan. Santa Ana: Arts History The following is a summary of Santa Ana's Arts History developed by Santa Ana native Manuel "Manny" Escamilla, local historian and Archivist for the Santa Ana History Room at the Santa Ana Public Library. The full document is in the Appendix. Santa Ana's history and future revolve around arts and creativity. The City was founded in 1869 shortly after the end of the American Civil War. The community transformed from a ranch economy into an agriculturally based society. Merchant- farmers utilized sketches and lithographs to `convey the image of a prosperous and established town.i5 Crate label art promoted the nascent Orange County region as a land of abundance free from harsh Eastern winters. In the 1890s, the increasing ease of travel to Southern California began to encourage a greater number of artists to settle, explore, and create their own interpretations of movements within the global art community, and the region's pristine natural resources and stunning landscapes gave rise to the California Impressionist movement. In 1936, in the middle of The Great Depression, the Bowers Museum opened with public support and Santa Ana City Hall was built. In the 1960s, the tectonic shifts in society set into motion the beginning of Santa Ana's growing art scene. The most critically productive decade of art in Santa Ana came next, with numerous emerging artists and places such as the Floating Wall Gallery at the Santora Building. Santa Ana's emerging Latino majority reflected the larger changes the 1970s had on the City's artistic legacy. Many professional artists were experimenting with cultural symbols, and others created some of Santa Ana's oldest community -based murals. s Bricken, Gordon. The Civil War Legacy in Santa Ana. Santa Ana, Calif., Wilson /Barnett Publishing, 2002. Pg. 10 11 65B -15 Santa Ana Arts Future Community Arts and Cultural Master Plan In the 1980s, residents began to see the economic value of creating a strong arts and culture infrastructure. The foundation for the current art scene was laid in place with the gradual creation of the Grand Central Art Center, Orange County Center for Contemporary Arts, Orange County High School of the Arts, The Wooden Floor, and Orange County Therapeutic Art Center. Independent gallery spaces began to emerge and artists used other vacant spaces to produce their art and market themselves across the street from the Bowers. Many changes throughout the years have created challenges and opportunities for artists and creatives in this historically rich arts city. As of 2016, more artists, public art, and creative entrepreneurs are actively contributing to Santa Ana's arts and culture scene than ever before. As stewards of this legacy, the City and the community as a whole should preserve, promote, and value the work of previous generations and the long tradition of creativity in the Golden City. Santa Ana: Arts Today Santa Ana is a rich and growing arts and creative community. The arts, cultural, and creative ecosystems present an opportunity for Santa Ana to be a thriving city that honors and preserves heritage while building on new creative energy. The Santa Ana Community Arts and Cultural Plan is a roadmap for success, building on the shared vision that emerged throughout an extensive community engagement process. The idea of developing an arts and culture master plan has seeds in the City's five -year strategic planning effort. A review of the community input for that plan indicates a high level of interest in developing the community's access to arts and cultural activities and the desire for the City to take an active role in that endeavor. Understanding the context for cultural planning in any city is critical for ensuring that the plan addresses that community's needs in ways that are grounded in authenticity. In Santa Ana this contextual exploration helped the planners understand the demographic, economic, and cultural factors that impact Santa Ana residents' hopes, aspirations, and challenges. Santa Ana is unlike any other city in the Orange County region. While many of the neighboring cities flow seamlessly and homogeneously from one to the other, one driving through Santa Ana from a bordering town will immediately feel that they have entered a unique place; one described as having "a distinct charm and a heart." Murals freely distributed on walls throughout the city tell stories of locally historic and heroic people, events, and places. Each of the 64 neighborhoods create a patchwork quilt of communities within the city at large, each distinctive for its geographic location and the people who live there. In Santa Ana historic homes coexist alongside modern condominiums; up and coming bakeries and hip new restaurants are side by side with iconic fruterias and taco shops; and botanicas and quinceanera shops sit next to trendy streetwear stores. Creative agencies, art galleries, studios, artists, and popular gathering places inhabit lofts and offices in the Santa Ana Artists Village downtown. Santa Ana has an extraordinarily strong community of individual artists, particularly visual artists, who want to work in Santa Ana into the future. Cultural institutions such as the Bowers Museum and The Wooden Floor help form a fuller complement of offerings that together create the city's rich cultural life. 12 65B -16 Santa Ana Arts Future Community Arts and Cultural Master Plan At the same time, multiple studies report concerns shared by residents - gentrification, increased costs of housing, the potential loss of cultural identity, gang violence, and a large homeless population, among other issues. Unmaintained commercial areas exist throughout the city with vacant and abandoned buildings creating eyesores amongst the strip malls and commercial district of South Main Street, for example. Santa Ana also lacks some resources required to support increased cultural activity and development of the creative economy. The city does not currently have the infrastructure to enhance visitorship due to the lack of downtown hotels and convention or meeting facilities. And while it has many strong and well -loved cultural assets on which to build, there are not the range and quality of performance and exhibition venues needed to support greater artistic and audience development. Yet despite this, Santa Ana is without a doubt a community with great pride in its history, tradition, and culture and with that comes a naturally cautious attitude for many towards the kind of growth that often changes the very nature of historic towns like Santa Ana. As a result, an issue at the forefront of this planning process and at the heart of community engagement was the desire to incorporate and balance the diverse interests, voices, and peoples of Santa Ana. Planning participants often articulated the need to find ways to reconcile what often appear to be competing interests: the traditional and the new, young and old, affluent and underserved, and everyone in between. The City of Santa Ana is dedicating resources to this first arts and cultural plan and there is a committed cadre of arts patrons, consumers, and advocates prepared to support the City's efforts for its arts and cultural development. Community Engagement The planning team conducted a comprehensive community engagement process. It officially launched on January 27, 2016 with the Santa Ana Arts Future Town Hall and continued through April 1, 2016 with the close of the community survey. It employed a mixed - method research protocol using both qualitative and quantitative methodologies. Community engagement activities included: • A town hall and community open house events • Stakeholder discussion groups and interviews • A community survey • Stakeholder -led discussion groups and meetings • A review of existing research and planning initiatives Additional efforts were made to ensure a wide range of responses. Efforts included specific Spanish language meetings as well as open houses with translation. All information and survey materials were translated into multiple languages. Throughout the process the following core questions were asked: 13 65B -17 Santa Ana Arts Future Community Arts and Cultural Master Plan What do you value about Santa Ana's arts and cultural life? ® What is your vision for Santa Ana's future? What do we need to get there? Highlights of the community engagement include: The Santa Ana Arts Future Town Hall, held at Santa Ana College, attracted over 100 people who voiced their aspirations and visions for the arts and cultural life of the city. The emotionally inspiring keynote speaker, Josefina Lopez, a Chicana playwright perhaps best known as the author of the play Real Women Have Curves, kicked off the process. Other speakers for the City of Santa Ana included Kelly Reenders, former Executive Director of the Community Development Agency and Sandra Pelia Sarmiento, Artist and Arts Commissioner. Jerry Allen, Lead Consultant from The Cultural Planning Group, spoke as well. Over 300 arts and cultural leaders, business leaders, individual artists, and City leadership participated in discussion groups and in -depth interviews, sharing their visions for their organizations and the city. ® Over 420 people completed the Santa Ana Community Survey. Presented in three languages (English, Spanish, and Vietnamese), the survey explored respondents' priorities, visions, and satisfaction with arts and cultural activities, as well as their obstacles to participating, attending, and engaging in creative activities. Over 350 community members attended open houses and community meetings held at various local gathering places around Santa Ana including the Delhi Community Center, and the Bowers Museum. A large Spanish- speaking gathering at The Immaculate Heart of Mary attracted 200 residents. Additional community meetings reached residents in all of the City's six Council Wards. A complete report on the community engagement efforts is found in the Appendix. 14 M �I • Santa Ana Arts Future Community Arts and Cultural Master Plan Unifying Themes Santa Ana: Vision and Aspirations Without question, the creative places, spaces, and people of Santa Ana are not restricted to the arts in the traditional sense of the word. The definition of arts workers, artists, and creative workers encompasses traditional artisans, muralists, public artists, arts educators, technology workers, graphic designers, culinary professionals, historic preservation professionals, and more. Santa Ana is a community proud of its history and heritage, and a community yearning to develop a brilliant future for its next generations. Guiding principles Promote a Santa Ana brand highlighting the city's authentic heritage, its creativity, and its richly diverse community. Honor and reflect all members of the community regardless of age, gender, ethnicity, backgrounds, or socioeconomic status. • Provide access for every child and resident to arts and creative programming. • Honor and support the contributions of every artist, arts, cultural, and creative organizations and businesses. • Create a pathway to financial stability for the arts and creative sector inclusive of a variety of funding options. The following summary uses organizing themes representing the community's expressed needs, aspirations, and visions. The themes are a powerful message for leveraging Santa Ana's creative soul, while acknowledging and addressing its current challenges. Santa Ana residents share a deep pride in their historical roots, their artistic heritage, and current abundance of artists and creatives. They share a belief in the power of arts and creativity to build bridges and solve some of the most pressing concerns facing Santa Ana, such as educational challenges, at -risk youth, health issues, affordable housing, the rising cost of living, and the effects of gentrification. Thames of the Plan 1. Cultural Equity, Access and Inclusion 2. Infrastructure for the Arts 3. The Creative Workforce 4. Community Access and Engagement 5. Youth Arts Programs and Education 6. Spaces and Places 7. Placekeeping and Placemaking 8. Public Art 15 65B -19 Santa Ana Arts Future Community Arts and Cultural Master Plan Cultural Equity, Access and Inclusion The related issues of cultural equity, access, and inclusion are part of a national conversation in the nonprofit arts and culture sector. They also emerged as dominant themes in Santa Ana community conversations and survey results. The arts and culture sector makes the case that a diverse and inclusive society creates a stronger nation - and thus a stronger Santa Ana. Elevating the conversation of cultural equity and access for all in Santa Ana can help to address significant economic, social, and demographic issues evident in the community; it can create a platform for the whole community to succeed through acceptance, participation, and fair representation, building a vibrant city that embraces equal opportunity. Residents enumerated the ways in which barriers to a truly inclusive community with regards to access exist: a lack of transportation, event times that make attendance difficult for families, costs of participation, programs that do not reflect one's heritage, and not feeling socially comfortable or welcome at cultural institutions and events. Participants want to see the City help with addressing these issues of equity, access and inclusion by working to remove barriers to participation and supporting opportunities for expanded participation wherever possible. Infrastructure for the Arts "Love to see a higher Cultural equity was a dominant topic of conversation throughout the "To us (Latinos) art engagement process. Participants called for the plan to lend its support and culture is not something extra; it to the larger communitywide challenge of promoting equity for residents is who we are - our from all backgrounds and lifestyles. Cultural equity includes honoring, lives, the way we respecting, and celebrating the dominant Mexican culture, as well as all live, that things we other cultures in Santa Ana. teach our children." supportive of the arts and the arts community. However, there is -- Discussion group Participants are concerned about the impact of cultural bias in the city participant and in the cultural sector. Participants referred to equity as ensuring accessible and affordable opportunities for all residents regardless of socioeconomic status, background, disabilities, or age. Equity also refers to the perception of inequity of funding sources for organizations and artists in the community. Residents enumerated the ways in which barriers to a truly inclusive community with regards to access exist: a lack of transportation, event times that make attendance difficult for families, costs of participation, programs that do not reflect one's heritage, and not feeling socially comfortable or welcome at cultural institutions and events. Participants want to see the City help with addressing these issues of equity, access and inclusion by working to remove barriers to participation and supporting opportunities for expanded participation wherever possible. Infrastructure for the Arts "Love to see a higher A true community engagement process provides broad feedback from level of engagement all groups of a community. It is a common attitude among residents in from the City of Santa any city to express skepticism and /or frustration with municipal Ana to uplift youth government as a part of that engagement. Santa Ana residents and who are aspiring stakeholders expressed this skepticism in most of the community artists." meetings. They strongly voiced their perception that the City is not -Survey respondent supportive of the arts and the arts community. However, there is optimism that a citywide arts and cultural plan can build bridges among communities, the City and its residents. The creation of an Office of Arts and Culture within the City that is staffed with experienced arts professionals who can represent the needs of the arts and creative community is part of the solution they envision. Many participants expressed the belief that if the City plays a greater role in supporting arts and culture, it can help impact significant issues facing Santa Ana such as public safety, educational attainment, employment, and affordable housing. They IET 65B -20 Santa Ana Arts Future Community Arts and Cultural Master Plan feel the City should play the role of convener, working to build relationships with artists and organizations, integrating artists and creatives into the City's decision - making process, and providing access to and information about resources that can help build creative capacities. Residents and artists want to play a role in improving the City's streets and overall image. Ideas include having artists work with the City to beautify the streets and neighborhoods, activating public spaces and vacant lots with programming, and developing cultural hubs in areas such as South Main, the Santa Ana Zoo, and the Santa Ana Train Station area. Arts and cultural funding is seen as a longer -term goal and residents think the City can help to secure a dedicated funding stream. Experienced staff can explore innovative funding opportunities, secure funding for nonprofit organizations, and work with the City on arts and cultural events. Many participants expressed frustration with not knowing about arts, cultural, and creative events or activities in the city. People want improved access to information about events, performances, youth activities, neighborhood festivals, and arts learning opportunities (workshops, classes). They want existing organizations and the City to work together towards development of a one -stop shop for information about arts and creative happenings and resources. Assessing current marketing resources and exploring technology partnerships to create promotions that address how people get information can accomplish this goal. According to the survey, residents most often look for community information via direct communications from organizations, as well as social media, and word of mouth. The Creative Workforce Artists, creative entrepreneurs, and leaders from nonprofit organizations participated enthusiastically in the discussions. For artists, the needs revolve around community and City support. They seek better grant opportunities, professional practices training, programming and support for start -ups and entrepreneurial programs. Organizations, artists, and entrepreneurs want to work with the City to review and streamline permitting, zoning, and licenses for events and business establishment. Many participants made new acquaintances just by attending a meeting for this process and expressed the desire for more. This may include better connections through networking events to improve their prospects for employment, finding new creative projects, and engaging in artistic exchange. Ideas included creating a business association that works with all creative business and artists that help to nurture, educate, and empower. "7n Santa Ana you have to create your own path - this contributes to the uniqueness of the community," - Discussion group participant Arts and cultural organizations want more grants and funding options to facilitate their ability to provide arts programs for families; encouragement of partnerships and collaborations; and access to tools such as capacity building support systems, training workshops, and professional development. Many felt that the creation of a City arts agency could enable the implementation of some of these support programs. 17 65B -21 Santa Ana Arts Future Community Arts and Cultural Master Plan Communitywide Access and Engagement While cultural equity policy supports systemic change, programming can provide actionable solutions to ensuring broader and more diverse cultural participation. When asked about barriers to creative engagement, top issues cited were: not hearing about opportunities (61 %), traffic and parking issues (43 %), inconvenient times (26%), and affordability (25 %). Respondents also cite a lack of feeling socially comfortable or welcome at cultural events (20 %). Although this may not seem a significant percentage in number, it is significant when comparing to other communities. When asked about barriers to creative engagement for their children, respondents were asked to indicate which barriers they experienced in the past 12 months. The most prevalent barrier, cited by 40% of all respondents, is affordability of existing programming. The second most prevalent barrier is the challenge parents experience juggling work commitments with arts and creative activities. Residents expressed the desire and need for more affordable opportunities for families to participate in classes, workshops, and events in their own neighborhoods; for responsive and relevant programming for people of different backgrounds, ages, and abilities; and for more experiential programming. Different generations of residents share a vision of intergenerational opportunities to exchange stories about history, heritage, and future aspirations; also, spontaneous happenings in the downtown area such as dance parties for seniors or college - run storytelling pop -ups. "There is a story to Festivals and celebrations are exceptionally good at bringing people tell here. Let's do it together across the city and facilitating the sharing of cross cultural with the arts and traditions and experiences. Santa Ana residents would like to see the the distinctive City support the signature festivals and events already taking place culture of Santa throughout the city, as well as considering other community events. Ana' Discussion group These include an international dance festival celebrating all cultures and participant a literary festival to promote literacy and education for Santa Ana's Y P Y young people. Youth Arts Programs and Education "Our youth need the Creating opportunity for young people is a top priority for residents. opportunity to build Across all of the research, youth access and programming were successful careers in dominant themes. The community envisions a future for Santa Ana's the arts. That is the children as one that is rich with arts opportunities, job creation, safe future of Santa Ana's places to play, and a healthy social fabric. economy. " - Discussion group Many of Santa Ana's youth are challenged by gang and drug activity, participant overcrowding at home, and few places to go for constructive activities during out of school time. While an arts and cultural plan by itself is not able to solve socio- economic issues such as these, it can encourage the creation of more and better opportunities for youth in and through the arts, which in turn can provide positive interventions with successful outcomes. The input received from families during the planning process indicated that they want offerings for their children to include affordable after school and weekend programming (especially in IN 65B -22 Santa Ana Arts Future Community Arts and Cultural Master Plan outlying neighborhoods), classes at more convenient times and locations, and transportation options. Additional programming ideas include developing a cultural pass for youth for different arts, culture, and culinary organizations; providing incentives to motivate increased success in school; and scholarships for students. Visual and performing arts education for students is the responsibility of both the community and the school district. In 2015, Santa Ana Unified School District (SAUSD) approved a new Visual and Performing Arts Strategic Plan. Many conversations took place regarding the ways in which the District's plan and the Arts and Cultural Master Plan could reinforce and strengthen each one's outcomes. Two focus areas in the District's plan that have clear connecting points to this plan are Career Pathways and Community Ties, and Facilities and Resources. Spaces and Places Identifying spaces and places where artists and residents can collaborate and where youth can pursue their artistic and creative endeavors are high priorities. Participants emphasized the need for affordable spaces in the community to perform, rehearse, "More spaces in exhibit, and make art. Parents, youth, and cultural organizations alike neighborhoods that desire safe places for young people to gather after school and on are accessible and open n to weekends to participate in creative activities. These spaces would to allall where people collaborate enable opportunities for community members to gather, create, and learn." collaborate, and attend arts events. Residents also noted the loss of - survey respondent several places for gatherings that were identified as "non- alcohol" specific and which provided underage young people with places to enjoy music or dance activities. Linking existing arts and cultural centers to the neighborhoods, and better utilizing the libraries and Teen Centers for programming, were all ideas that came out of community conversations and interviews. Residents feel there are accessible spaces that people either do not know about or that are underutilized. Creating an inventory of all spaces in Santa Ana could make them available for use by arts organizations, artists, and residents. Flexible or mobile spaces and amenities are potential low cost opportunities that were discussed as well; examples include portable dance floors for dance organizations, and mobile arts spaces and labs. There is also a desire for a large performing arts space for shared used by the community, organizations, and educational institutions. They seek a mixed -use facility that has greater flexibility and availability than those currently associated with educational institutions such as Santa Ana College and SAUSD. Placekeeping and Placemaking Creative placemaking and placekeeping were both identified during the community engagement process as high priorities for future community arts and cultural activity. These activities can be the subject of combined or separate initiatives. Some areas identified by the community as being ready for placemaking and /or placekeeping include the Calle Cuatro /4th Street area, the Santa Ana train station complex, and portions of South Main Street. 19 65B -23 Santa Ana Arts Future Community Arts and Cultural Master Plan The National Endowment for the Arts uses arts economist Ann Markusen's definition of creative placemaking. She asserts that in creative placemaking, public, private, nonprofit, and community sectors partner to strategically shape the physical and social character of a neighborhood, town, tribe, city, or region around arts and cultural activities. "[Creative placemaking is] ... the intentional use of arts and culture to shape the physical, social, and economic future of communities, which strengthens economic development, promotes civic engagement, and contributes to quality of life. In short, art is a verb, and creative placemaking is using art to change a place." - Kimberly Driggins, former associate planning director, District of Columbia Santa Ana has all the elements for creative placemaking already at its disposal: working artists in a variety of creative sectors, public sector organizations dedicated to strengthening quality of life and community engagement, a collaborative spirit, a city of neighborhoods and areas in which placemaking can be developed, and residents who are enthusiastic participants. Placekeeping, on the other hand, addresses the importance of honoring the cultural lives of the community, of making sure the cultural history is protected and preserved. Jess Solomon, Executive Director of Arts in Praxis suggests, "Placekeeping has been described as the active care and maintenance of a place and its social fabric by the people who live and work there. It is not just preserving buildings but keeping the cultural memories associated with a locale alive, while supporting the ability of local people to maintain their way of life as they choose." Often there are concerns that creative placemaking initiatives will lead to gentrification, tourism or development. These concerns are not unwarranted and should be addressed as part of the process through municipal zoning, development and housing policies, as well as through carefully designed community and stakeholder engagement efforts. Public Art In Santa Ana, public art is a priority for residents for multiple reasons, "We want to see art including city beautification; engaging youth with mural art; showcasing integrated into the national, regional, and local artists; addressing public safety; and everyday in our activating public spaces. Santa Ana residents are proud of the city's city." ,- Discussion group history and heritage and want to express this in tangible, visible ways. participant Many see the definition of public art as permanent art installed in public spaces, but the definition and impact of public art on a community is much broader. Public art is a community investment in creativity that shapes, enhances, and activates public spaces. In its best realization, public art has the power to transform communities, invigorate and energize their populations, inspire passion and enthusiasm about the built environment, and engender communal ownership in artworks and the neighborhood at large. Public art has turned communities from anonymous series of spaces into rich landscapes reflecting history, embracing and honoring cultural differences, and teaching social values. Public art moves beyond improving aesthetic quality within neighborhoods and communities, by reinforcing social connections and fostering improved health outcomes. 20 65B -24 Santa Ana Arts Future Community Arts and Cultural Master Plan This plan presents eight ambitious goals arising from the plan's eight Unifying Themes. Within each goal, there are recommended strategies and initiatives —some are already in process and positioned for early wins, others are longer term and will require substantial resources and sustained effort. Together, these goals and strategies provide a roadmap for Santa Ana to become an even more vibrant arts community. Following each recommendation are details to guide implementation efforts: Implementation Lead: The intended organization, department, or institution who will lead the implementation. Implementation Partners: Potential organizations or businesses identified as the best partners for implementation. Tirneline: Near -Term (1 -3 years), Mid -Term (4 -7 years), Long -Term (8 -10 years) • Resources: Estimated expected resources required for implementation. Metrics: Success metrics for community impact. This plan is inherently a community arts and cultural plan. While the City is the lead for many of the strategies, the community holds a critical role in the realization of the plan's success. Implementation partners include arts and cultural organizations, higher education institutions, the school district, creative sector businesses, economic development organizations, neighborhood associations, and individual residents, artists, community advocates, and others. 21 65B -25 Santa Ana Arts Future Community Arts and Cultural Master Plan 1. Cultural Equity, Access and Inclusion Goal. toaster equity, inclusion, and access In the city's carts and cultural development, Cultural equity, access, and inclusion in the arts are national as well as local concerns. These issues played a significant and sometimes dominant role in the planning process's community conversations and survey results. Participants want this Community Arts and Cultural Master Plan to encourage the City to commit its support to the larger communitywide challenge of promoting cultural equity for all residents, referring to equity as the accessibility to and affordability of opportunities for cultural participation and artistic expression regardless of socioeconomic status, background, disabilities, or age. Residents - Latino and non - Latino alike -are concerned about the impact of cultural bias in the city and in the cultural sector. For cultural equity to be systemic, the City, its Arts Commission and future Office of Arts and Culture must take a leadership role in implementing model programs. They must also create avenues for community conversation by leading discussions about how to ensure that arts organizations appropriately reflect the diversity of the community throughout the organization, on their boards and in their staff, as well as in audience members, performances, exhibits, and educational programming. Americans for the Arts' new cultural equity policy is based in part on an acknowledgement that 1. In the United States, there are systems of power that grant privilege and access unequally such that inequity and injustice result, and that must be continuously addressed and changed. 2. Cultural equity is critical to the long -term viability of the arts sector. 3. Everyone deserves equal access to a full, vibrant creative life, which is essential to a healthy and democratic society.' Thus the case can be made that a well- represented, diverse and inclusive society creates a stronger nation and that achieving this begins "at home." How this is reflected in the arts and cultural community includes ensuring: 1. A representation of leadership on boards of directors, advisory councils, and commissions that is reflective of the city's population; 2. Efforts to broaden and diversify a cultural institution's audience so that it becomes more inclusive of the community at large; and 3. That there is similar diversity of organizational personnel at all levels; and that there is a commitment to presenting and exhibiting work that reflects the community an organization serves. 6 Americans for the Arts (2016). Statement on Cultural Equity, available at __ htgp:// www .americansforthearts.org/about- ame rica ns- for - the - arts /statement_on-cultu ral- equity. 22 65B -26 Santa Ana Arts Future Community Arts and Cultural Master Plan Recommendation 1.1: Explore cultural equity initiatives taking place in other cities and develop and implement an appropriate cultural equity effort in Santa Ana. Initiative 1.1.1: Create an advisory council with leadership from a cross section of the community to engage in the research and creation of an initiative. Initiative 1.1.2: Identify model programs and methods being used in other communities to increase the diversity of audience members, exhibits, and performances. Initiative 1.1.3: Survey local arts and cultural organizations regarding the racial, ethnic, and generational compositions of their boards and staff to understand what needs should be addressed to support more equitable and inclusive organizational leadership. Implementation Lead: City staff and Lead community organization (i.e. Arts OC, The Arts Roundtable), OC Human Relations Commission Implementation Partners: Local community leaders and cultural institutions; educational institutions, nonprofit organizations, creative organizations timeline: Short -term (Years 1 -3) to Mid -term (Years 4 -7) Resources: Staff time, limited financial resources for meeting support and logistics Metrics: Creation and implementation of a Cultural Equity, Access and Inclusion initiative Recommendation 1.2: Work to eliminate access barriers to arts and cultural programming for all residents. Initiative 1.2.1: Convene arts and cultural institutions and residents for discussion about barriers, including financial (cost), geographic (transportation), attitudinal (feeling welcome), and cultural (relevance). Initiative 1.2.2: Using information gathered through community conversations, develop and implement a plan with arts and cultural institutions that encourages increased participation among those community members who are identified as "underserved audiences." Initiative 1.2.3: Develop and implement a means for evaluating efforts and outcomes to measure success and identify areas for improvement. Implementation Lead: Community Development Agency Lead/ / Arts OC (as convener) Implementation Partners: Local artists and cultural institutions; educational institutions, nonprofit organizations Timeline: Short -term (Years 1 -3) Resources: Staff time; limited financial resources for meeting support and logistics. Metrics: Development and implementation of a plan for barrier elimination and the identification of successful outcomes through program evaluation. 23 65B -27 Santa Ana Arts Future Community Arts and Cultural Master Plan 2. Infrastructure for the Arts Goal, Woe* collectively towards a robust infrastructure for the arts in Santa Ana inclusive of City policy, staffing, and sustained funding, There are generally recognized best practices for developing arts policy and programming and defining the roles in these specific areas for City Council, the Arts Commission, and any other advisory peer panels or taskforces. See the Appendix for a profile of local arts agencies. Recommendation 2.1: Organize the City arts program and organizational structure in alignment with best practices in the local arts agency field. The following represents standard practices in the arts and cultural field for defining the respective roles of: • Mayor's Office and City Council • Appoints Arts Commission members • Authorizes budgets for arts and cultural programs • Approves arts policies and arts program guidelines • Authorizes contracts for grants and arts services • Responds to citizen input and concerns • Qualifications: • City residency • Overall vision for the City • Elected by the citizens Arts Commission The Arts Commission is a seven - member Commission appointed by the City Council and Mayor. They act in an advisory capacity to the City staff and City Council and are not a policy- setting body. The budget is appropriated by the City Council. The Arts Commission: • Articulates vision for arts and cultural development • Recommends policy and program guidelines to City elected and appointed officials • Recommends grant allocations, public art selections, etc. • Ensures appropriate citizen participation in arts programs • Qualifications: • City residency • Civically engaged • Passionate about the arts • General knowledge of the arts 24 M �l • Santa Ana Arts Future Community Arts and Cultural Master Plan Peer Panels Best practices in the local arts agency field involve the utilization of peer panels to evaluate grant proposals and selection of artists. Peer panels are advisory to the Arts Commission, which in turn is advisory to the City Administration and City Council and Mayor. • Reviews grant applications, public art proposals, etc. • Conducts aesthetic and quality review • Recommends artists /arts groups for grants, or public art projects o Qualifications: • Appointment by the Arts Commission • City residency not required • Professional level expertise in one or more arts disciplines Recommendation 2.2: During the initial phase of implementation of this plan, the current structure and placement of the Arts Commission should be retained, after which time it should be reevaluated. The Arts Commission is currently housed within the Community Development Agency. It is recommended the Arts Commission remain with Community Development. In the future, as the Community Arts and Cultural Master Plan is implemented, consideration should be given to alternative placement within the City organization chart, including the City Managers' Office or the Department of Planning and Building. Consideration should also be given to nonprofit alternatives or quasi - government alternatives, such as an Arts Council to serve as the City's arts agency. Recommendation 2.3: Develop a staffing plan to allow for the incremental implementation of the arts and cultural plan. According the 2015 Americans for the Arts national arts census, more than 77% of local arts agencies in the country have at least one paid professional staff. Those that do not are generally very small communities where volunteers carry out arts functions. Santa Ana is a community with a robust arts and creative community and is in need of a City staff for plan implementation. This arts and cultural plan is a large and complicated undertaking, spanning ten years. While it is understood that limited staffing resources are available in the first 2 -3 years, as implementation moves forward, staff should be added incrementally. Initially, the minimum needs will be a staff director for the Arts Commission (assigned from the City Manager's Office) and an administrative assistant from the Community Development Agency. Apublic art program coordinator in the Department of Planning and Building will also be a required position. Recommendation 2.4: Explore long -term funding options for arts and cultural investments and to ensure implementation of this arts and cultural plan. Currently, the City's arts budget, apart from the annual item for the Bowers Museum, is approximately $175,000 from the General Fund and may not increase significantly in the early period of plan implementation. However, the exploration of alternative funding sources is recommended as part of the City and Taskforce responsibilities. Municipalities use a variety of strategies to support arts and cultural development. The following are approaches that should be considered as this plan moves toward implementation. It is noted that the General Fund allocations are the most common source of municipal arts support. 25 65B -29 Santa Ana Arts Future Community Arts and Cultural Master Plan Several recommendations to develop a fund for arts infrastructure include: Voluntary millage fee promoted via utility bills « Dedicating a percentage of business taxes and fees Dedicating Hotel /Motel tax dollars Applying for grants such as: o ArtPlace America Grant (up to $500,000) o National Endowment for the Arts Our Town Grant (up to $250,000) o California Arts Council Creative California Communities Grant (up to $70,000) If the City decides to proceed with a live -work venue, a combination of a bond issue, tax increment and private fund - raising could augment the resources that the nonprofit developer would be raising. FY2016 Budget Data for City Arts Funding in Comparative Cites City Population Hispanic City Funding for theArt PerCapita Source i City TOT Notes onUse Riverside 314,000 52 $ 3,754,372 $ 11.96 General Fund 13° City Arts and City Owned Museum Oxnard 204,000 76° $ 1,657,249 $ 8.12 General Fund 10 City Arts Pordand 632,309 P $ 4,279,440 $ 6.77 General Fund and % for Art 6°/ Funds Regional Arts and Culture Council San Antonio 1,380,000 63 $ 9,300,000$ 6.74 TOT H City Arts and City Owned Museum El Paso 835,593 81 $ 4,438,156 $ 5.31 TOT 9 ° / City Aris and City Owned Museum Santa Ana 331,000 79 °/ $ 1,649,84 $ 4.98 General Fund 11° /$175K City Arts; $1.47MBowers San Jose 1,003,000 38° $ 2,442;322 $ 2.44 General Fund 10° CIryN s Comparative cities Identified for their similarity of size or high Hispanic population and as examples of asplratlonal arts cities. Over the longer term, the City should seek to institute a dedicated revenue stream to fund its arts and cultural development programs. Examples include: Many cities, including many in California, allocate a portion of the Transit Occupancy (Hotel) Tax for the arts. More than 600 municipalities allocate between 1 % and 2% of CIP project budgets for public art. Some cities extend the percent for art requirement to new private commercial, industrial and residential development. Some cities broaden the definition of public art in their percent for art policy to include arts programming in public spaces. Some cities (Denver, St. Louis, Salt Lake City, Pittsburgh) have created arts and cultural funding districts that dedicate sales or property tax to fund the arts. It should be noted that such dedication of taxes to specific purposes requires a 2 /3rds vote of the citizens under California's Proposition 13. Sometimes Business Improvement Districts (BIDS) collect funds to support funding for the arts. « There are many cities that have created Friends of the Arts organizations or foundations 26 65B -30 Santa Ana Arts Future Community Arts and Cultural Master Plan to generate private funding for the arts. Southern California Transient Occupancy Tax For vacant buildings, cities have established fees /fines Comparatives for buildings that remain vacant for extended periods of Costa Mesa 8% time. This program has proved very successful in cities Fullerton 10% such as San Antonio. Irvine 10% Newport Beach 10% Implementation Lead: Community Development Agency; Tustin 10% City Manager's Office City of Orange 10.1% Implementation Partners: Arts & Creativity Leadership Taskforce San Diego 10.5% Timeline: Begin Short -Term (Years 1 -3) for staffing plan and Santa Ana 11 % funding options; Mid to Long -Term for Office and Laguna Beach 12% implementation of select funding options. Buena Park 12.08% Resources: Staff time; City resources; consultant time Garden Grove 14.5°/% Metrics: Completed plans and policies; staff aligned with implementation needs; ongoing monitoring of progress by Anaheim 15 % Taskforce. 3. The Creative Workfare Goal: Create the conditions in which artists and creeatives thrive professionally and arts and cultural organizations have the resources required jor sustained success. Santa Ana is a hub of creativity and innovation. Fueled by entrepreneurial energy, deep pride of place, and a "can -do" spirit of community and collaboration, a creative workforce has found a home in Santa Ana. This is evidenced recently by the many start -ups in the city. Creative entrepreneurs find connections with one another and describe the city as "a hub of culinary innovation," having "an urban feel, kind of like being in downtown LA but smaller," and "a micro - community that creates a place I can be a part of." Students and many adults expressed the desire for clear pathways for themselves to build careers in Santa Ana's creative sector. There are many programs available through local colleges to support either career reinvention for those who have been displaced by the changing economy or are re- entering the workforce. Partnerships are needed between the creative sector and educational institutions that identify creative career pathways and provide assistance with navigating them, as well as increasing local knowledge of available professional development and training programs. Such partnerships can support greater local economic and job growth in the creative sector. Additionally, discussion group participants spoke of the need for mentoring programs that can connect experienced creative entrepreneurs with those who are just starting out. This was especially true in the culinary professionals' discussion group where participants related the challenges of starting a restaurant or other culinary enterprise. While there are small business development support programs through the Small Business Administration and SCORE, for example, several of those that have successfully launched creative businesses found that their business development needs were somewhat different than those in other professions. Developing a customized capacity building program that 27 65B -31 Santa Ana Arts Future Community Arts and Cultural Master Plan brings the most relevant of both approaches together with knowledge that is specific to creative business development and Santa Ana's business environment could be an innovative approach to growing a successful creative economy. There is great optimism and drive to create and succeed, despite frustrations with the perceived lack of support from the City related to their business development needs. The most common of which is the often reported high cost of maintaining a business permit and the permitting processes themselves that they feel "slow down progress and innovation." There is the perception that the City is not "entrepreneur friendly." Many want the City to be a "partner in business development" but do not currently experience a positive relationship. Recommendation 3.7: Support and strengthen the burgeoning creative economy in Santa Ana. Initiative 3.1.1: Develop a Creative Economy Master Plan Initiative 3.1.2: Participate in one of the several arts and the creative sector economic impact studies such as the Creative Vitality Index through WESTAF. Initiative 3.1.3: Support the City initiative of IT infrastructure development needed for the creative economy, and fiber optic Internet deployment as part of enabling the digital arts. Implementation Lead: Community Development Agency Implementation Partners: SBA Santa Ana; Santa Ana College; small creative businesses Timeline: Short -Term (Years 1 -3); Mid -Term (Years 4 -7) for Creative Economy Master Plan Resources: Staff time and infrastructure development costs; Creative Economy planner Metrics: Creative sector access to business development resources and stronger revenues to the local economy Recommendation 3.2: Develop a capacity building initiative for arts and creative enterprises. Initiative 3.2.1: Work with existing workforce and business development programs in the area to create a capacity building initiative for creative start -ups, solopreneurships, and ready to launch businesses. Initiative 3.2.2: Create a mentorship program to pair experienced creative entrepreneurs with those who are starting up or need creative business development advice. Initiative 3.2.3: Investigate incentives for support and formation of small creative businesses including microloans and grants. Initiative 3.2.4: Promote and connect the Freelancers Program at Santa Ana College with the creative community. Implementation Lead: Community Development Agency; City Small Business Office; Arts OC Implementation Partners: Santa Ana College; small creative businesses, artists and cultural organizations, restaurateurs Timeline: Short -Term (Years 1 -3) to Mid -Term (Years 4 -7) Resources: Staff time; grants to be identified Metrics: Number of successful small, creative businesses; internally defined metrics EE 65B -32 Santa Ana Arts Future Community Arts and Cultural Master Plan Recommendation 3.3: Develop a capacity building program for the nonprofit arts and cultural sector. Initiative 3.3.1 Work with local nonprofit management and arts service organizations to develop or make available programs designed to strengthen arts organizations' capacity to achieve mission fulfillment. Initiative 3.3.2 Create a mini -grant fund for nonprofit arts and culture organization board and staff members to apply for scholarships to capacity building programs and workshops. Initiative 3.3.3. Develop an arts and culture manager mentorship program to pair experienced arts managers with those who are coming up in the field. Implementation Lead: Community Development Agency Implementation Partners: Arts OC, One OC Timeline: Short -Term (Years 1 -3) to Mid -Term (Years 4 -7) Resources: Staff time; consultant fees; grants to be identified Metrics: Number of programs offered each year and number of organizations /arts managers who participate. Recommendation 3.4: Raise awareness of the positive impact of arts, culture, and creativity on Santa Ana's overall economic development. Initiative 3.4.1: Work with current city branding and marketing consultants to develop a marketing and communications program to promote the awareness of arts and cultural activity to residents and visitors. Initiative 3.4.2: Work with current city branding and marketing consultants to convene organizations working on elevating the image of Santa Ana and to ensure arts and culture are integrated into the brand strategy. Initiative 3.4.3: Participate in the Creative Vitality Index to determine quantifiable data regarding the impact of local arts and culture organizations on Santa Ana's economy. Initiative 3.4.4: Work towards greater inclusivity of creative sector information and economic impact data in Citywide conversations about economic and workforce development. Implementation Lead: Community Development Agency, City branding and marketing consultants Implementation Partners: Chamber of Commerce; downtown organizations and businesses Timeline: Short -Term (Years 1 -3) Resources: Staff time Metrics: Branding agencies to use their established perception metrics; increased economic activity in arts and culture sector; data to support economic impact of the arts. 29 65B -33 Santa Ana Arts Future Community Arts and Cultural Master Plan 4. Cammunitywide Access and Engagement Goal. Support and expand arts and cultural programming that engages all populations thraurghout the community. Santa Ana residents have a high level of personal participation in artistic and creative activities. The community attends museums, neighborhood festivals, arts exhibits and craft shows, performances at nontraditional and traditional venues, and most importantly, engages in creative activities in their homes. However, residents would like to see even more opportunities available for themselves and their children. Residents expressed the desire and need for more affordable opportunities for families to participate in classes, workshops, and events in their own neighborhoods; for responsive and relevant programming for people of different backgrounds, ages, and abilities; and for more experiential programming Community arts programming can span a variety of genres (general interest, hands -on learning, participatory activities, etc.) and provide opportunities for cultural activity for residents of all ages. Often we associate community arts programs with educational offerings, but they can also encompass neighborhood, intergenerational, and cross - cultural activities like dances, music making, and exhibitions. The goal is to create reasons for people to come together and share participation in activities that connect cross sections of people through common interests. Local arts agencies around the country provide programming to residents and visitors in several ways. Many cities use a "contract for services" process that funds community groups and arts organizations through a grants program for neighborhood festivals and celebrations. In this way the City supports programs rather than produces or presents them. The City can provide logistical support with permits and navigating City processes. In other cases, the local arts agency may actually administer a program - for example, a public art program. Alternatively, the local arts agency might "incubate" a program, such as a multicultural or international arts celebration, with the intention of eventually spinning it off to an outside agency. Citywide events, programming, and festivals provide municipalities with opportunities to serve large numbers of constituents, present local artists and creativity, celebrate cultural heritage and amplify the identity of a community. This is best accomplished through consistent investment and a partnership between the City and the community. Festivals are intended to attract a consortium of interests from local artists and arts organizations (and associated local interests such as SAUSD) to corporate sponsors and advertisers, as well as public and private foundations. Smaller scale festivals, over a day or a weekend, are highly effective in unifying a city's cultural resources to address the goals of community celebrations. The results from this plan's survey and research highlight the community's desire for opportunities to showcase local artists, the traditional arts, the history and heritage of community groups, and events that directly address significant social issues in Santa Ana such as youth education. Suggested festivals include: 30 65B -34 Santa Ana Arts Future Community Arts and Cultural Master Plan A Literary and Writers Festival, anchored by a book fair, encouraging reading and writing, keynoted by a local "Big Read" style project, in which everyone is reading a selection that is Santa Ana centric. One example is One Book San Diego. A Music Festival with multiple venues throughout the city in traditional and non- traditional settings. A Jazz Festival presented over several days in different venues, including workshops, lectures, and films. A Fringe Festival (Arts for the People) with programming throughout Santa Ana highlighting many genres and peoples including professional and avocational artists and artisans. Recommendation 4.1: Develop a Neighborhood Arts Program facilitating arts and creative opportunities for every neighborhood and community group, ensuring equitable distribution of resources. Initiative 4.1.1: Create a City grants category for qualified organizations to provide youth arts programs after school or on weekends. Funded programs would require one arts organization, one community organization and at least one experienced teaching artist. City funding should require at least a 1:1 cash match to encourage community ownership and leverage City resources. Initiative 4.1.2: Expand programming in the libraries, the Teen Center, and community centers by developing small -scale arts and creative activities reflecting local interests. Provide staff training to support and facilitate these activities and identify underutilized community facilities for programming and transportation options. Program locations, days, and times should accommodate the wider community. Initiative 4.1.3: Engage qualified artists to provide programming in neighborhood settings for all ages as well as with homeless persons, veterans, and disabled. Initiative 4.1.4: Support creation of a mobile arts program that moves throughout the city like a book mobile. Initiative 4.1.5: Explore the use of underutilized facilities to serve as arts centers for neighborhood arts programs. Provide incentives for their use with community arts programming. implementation Lead: City Community Development Agency Implementation Partners: SAUSD, Garden Grove Unified, Santa Ana College, Santa Ana Public Library and Teen Center, nonprofit arts organizations and businesses, health & human service nonprofits and veterans group. Timeline: Mid -Term (Years 4 -7) Resources: Redirection of existing budget line items, staff time for program development and logistics as well as for preparing proposals to potential funding agencies. Metrics: Evidence of program implementation and increasing levels of community participation when surveyed annually. Recommendation 4.2: Create a lifelong learning programming that is available to underserved constituencies including homeless, veterans, seniors, and disabled populations. Initiative 4.2.1: Work to develop a veterans and seniors program providing discount tickets, discount art supplies and materials, access to venues and transportation, and scholarships to workshops and classes. 31 65B -35 Santa Ana Arts Future Community Arts and Cultural Master Plan Initiative 4.2.2: Arts organizations and institutions collaborate to start a "Buddies Program" pairing residents and arts patrons with senior and retired people who want to attend the theatre, movies, or other events for assistance with transportation and companionship. Create opportunities downtown and in neighborhoods for dance parties for seniors at off -peak times with live bands that will encourage social and active participation in music and dancing. Initiative 4.2.3: Expand the Santa Ana Oral History Project in tandem with local libraries, high schools, and higher education institutions Qournalism studies) creating storytelling opportunities for all residents to share their life stories of Santa Ana. Implementation Lead: Community Development Agency; City Library Implementation Partners: Nonprofit organizations, libraries and educational institutions, health & human service nonprofits and veterans group Timeline: Mid -Term (Years 4 -7) Resources: Staff time and funding from existing budgets or state /federal grants Metrics: Increased numbers of seniors and veterans active in arts and cultural activities, larger archive of local stories. Recommendation 4.3: Ensure greater long -term success of traditional, historic and contemporary festivals and events. Initiative 4.3.1: Convene representatives from all City departments and agencies involved in special events permitting, as well as event promoters, for the purpose of identifying strategies that streamline the permitting process and reduce costs. Specifically review permitting for events held on private commercial property. Initiative 4.3.2: Consider consolidating responsibility for all special events permitting activities within a single coordinating department or as part of the existing Code or Permitting Offices. Initiative 4.3.1: Create an inventory of festivals and events. Implementation Lead: Community Development Agency Implementation Partners: City departments /agencies involved in permitting; special event promoters Timeline: Short -Term (Years 1 -3) Resources: Staff time Metrics: Streamlined permitting process and reduced costs for City services BYO 65B -36 Santa Ana Arts Future Community Arts and Cultural Master Plan 5. Youth ,Arts Programs and Education Coal= apport existing and create new opportunities for,young people to engage in artistic and creative activities and career pathways. Arts education and arts programming for youth is a citywide concern and a priority for strengthening the arts and cultural fabric of any community. There are many avenues to arts enrichment and arts education already in Santa Ana. In addition to standards -based arts education in the schools, many young people benefit from arts programs in neighborhoods that provide creative and productive afterschool and weekend activities while ensuring kids have safe environments during out of school time. Arts and culture organizations throughout the city offer in- school artist residencies, out of school programs, field trips and other forms of arts enrichment. City managed classes for all ages in community and recreations centers provide educational and avocational arts activities at relatively minimal costs. SAUSD has recently updated its district -wide visual and performing arts strategic plan and will be launching its first arts conservatory at Santa Ana High School in 2017. Many of the model programs found in cities throughout the country begin with municipal support and incentives for developing partnerships with other public and private sector entities to leverage limited resources. The California Arts Council and the National Endowment for the Arts have grant funding for arts programs that engage teaching artists through collaborative residencies as well as community arts training programs to train artists to work in communities. Arts organizations are eligible to apply for funding alone or in partnership with the City, community and social service organizations. Sharing culture and traditions through the arts are another way to provide young people with a sense of history and grounding in their community. Resources for passing on traditional art forms from one generation to the next are available through the Alliance for California Traditional Arts (ACTH). Their Apprenticeship Program encourages the continuity of the state's traditional arts and cultures by contracting master artists to offer intensive, one -on -one training to qualified apprentices. Strengthening the school to career pipeline with arts and creative workforce training programs provides young people with ways to envision a career path that aligns with their creative interests. Partnerships and collaborations between creative businesses and arts education focused on career development can build a pipeline from school to career encouraging students to stay in Santa Ana. The SAUSD Career Technical Education Program (CTE) provides career technical education and workforce preparation that contributes to student academic and career success and the community's economic development. Programs such as the Culinary Arts and New Media Academies at Valley High School; Digital, Visual, and Media Arts Academies at Godinez, Saddleback, Santa Ana and Segerstrom High Schools, and the Fashion Design and Merchandising Academy at Santa Ana High are all programs that could benefit from collaborations with creative businesses and arts organizations that align with their curricular foci. Recommendation 5.1: Develop a Youth Arts Access Program. Initiative 5.1.1: Address barriers to participation by working with arts and cultural institutions and other community -based organizations to provide free attendance for youth citywide. 33 65B -37 Santa Arta Arts Future Community Arts and Cultural Master Plan Initiative 5.1.2: Provide low -cost or no -cost public transportation options for youth to attend arts and cultural events and classes throughout the city. Initiative 5.1.2: Expand the availability of low cost arts classes at City parks, recreation and community centers. Many of these programs are currently managed by the City and fee - based. These are usually the least expensive options available to residents without access to private studios. Implementation Lead: Community Development Agency, Santa Ana College Implementation Partners: SAUSD, City Parks and Recreation, home, private, and charter schools, arts and cultural institutions, Orange County Transportation Authority (OCTA). Timeline: Mid -Term (Years 4 -7) Resources: OCTA, fees for services. Metrics: Plan implementation, increased youth attendance at arts and culture events and classes, increased youth ridership on public transportation to arts and culture events and classes. Recommendation 5.2: Support arts education in the schools by identifying and implementing partnerships and collaborations between the community (arts organizations, creative businesses etc.) and the School District that strengthen its progress towards goal achievement. Initiative 5.2.1: Provide equity of access for all students to community arts events of all disciplines (dance, theatre, music and visual arts) as patrons, performers, and exhibitors. Initiative 5.2.2: Continue to look for methods of using joint -use agreements between the City and SAUSD to provide more expansive arts education programs. Initiative 5.2.3: Encourage the creation of standards -based arts partnerships between arts organizations and schools in fulfillment of the SAUSD Arts Strategic Plan, by supporting arts and community groups' efforts to seek funding for arts education programs through the California Arts Council and /or the National Endowment for the Arts. Initiative 5.2.4: Connect teachers with community artists to provide discipline- specific support as well as arts engagement opportunities that nurture teachers' confidence with arts instruction in the classroom and their own artistic practice. Implementation Lead: SAUSD /Arts OC Implementation Partners: Local arts organizations, youth development organizations, and artists Timeline: Short -Term (Years 1 -3) Resources: SAUSD funding resources, state and national arts grants Metrics: Evidence of SAUSD progress towards achieving Arts Strategic Plan outcomes. Recommendation 5.3: Develop collaborative programs between major institutions, arts organizations, SAUSD, Santa Ana College and creative businesses, to develop career pathways. Initiative 5.3.1: Develop a directory of existing internship and apprenticeship opportunities and plan expansion of paid opportunities for youth in the arts, design, technology, and other creative sectors. Paid internship and apprenticeship opportunities can include the culinary, graphic and digital design, mural painting, arts administration, front and back -of -house careers, and others. Initiative 5.3.2: Hold an annual or semi - annual "Swap Meet" for those who want to collaborate on developing programs that strengthen career pathways in the arts. People can swap business cards, meet new people who are like- minded and network. Make it open to a wide variety of related private, public, and non - profit organizations and individuals. 34 M • Santa Ana Arts Future Community Arts and Cultural Master Plan Initiative 5.3.3 Engage all parties involved with Career Technical Education and Santa Ana's workforce development in a consortium that identifies career pathways from high school through to job securement in an arts and culture organization or creative field and then creates navigational systems to help participants through the pipeline. Implementation Lead: Higher Education Institutional Lead; SAUSD; Chamber of Commerce Implementation Partners: SAUSD /Career Technical Education, charter and private high schools, higher education institutions, the Santa Ana Partnership, High School Inc., Santa Ana Work Center WIOA program. Timeline: Short -Term (Years 1 -3) to Mid -Term (Years 4 -7) Re.SOUrces: Partner's staff time, meeting and logistics, website costs for directory Metrics: Increased participation by students in career development programs, placement figures for those who are hired into the arts, culture and creative sectors. 6. Spaces and Places Goah Identify carom unhy spaces for artistic and creative collaborations and create a roadmap for new cultural facility development throulth city and ofrgaaizziiional partrner.�'hirrs. Santa Ana is facing many of the same challenges as other cities throughout the nation — affordable housing, the positive and negative affects of gentrification, and the challenge of finding space in an urban core. It is beyond the scope of a cultural plan to solve the issue of gentrification as it is more appropriately addressed though City housing and economic development policies. Nonetheless, there are opportunities to identify existing vacant and underdeveloped spaces in the City to be used for arts purposes at a low cost. Throughout the planning process, stakeholders repeatedly noted the lack of quality arts spaces and venues. It should be understood that venues are essential tools for the creation and presentation of quality art. The needs are great. Downtown lacks a well- equipped performance hall. Some Santa Ana arts institutions actually do most of their performances outside Santa Ana. There is support for a joint partnership between the City and Santa Ana College to develop a major performance hall. Likewise, smaller performance and exhibition venues throughout the city are lacking. There is a great need for rehearsal space. Many planning participants called for the creation of a major multicultural arts center, with theaters, dance studios, galleries, and classrooms. Similarly, there is a dearth of spaces for artistic creation. Artists have called for "maker spaces" with shared tools for art creation in all disciplines. They call for a "hub" or gathering place for artists to collaborate and exchange ideas. Other ideas include a "Museo des Artes" style artist - driven or co -op gallery. Small arts organizations call for the creation of an arts incubator, providing shared office space and technical assistance for small and emerging arts organizations. Live -work artist spaces are an opportunity for Santa Ana. There are several nonprofit arts space developers who work with municipalities across the nation. For example, in the Working Artists Ventura (WAV) project, 65 live -work units were developed (new construction), with several market rate units on the upper stories and gallery /retail space at the ground floor. Total cost of the project was $57 million. The City of Ventura's contribution was just $2.5 million, 35 65B -39 Santa Ana Arts Future Community Arts and Cultural Master Plan primarily for land acquisition and pre - development costs. The nonprofit developer funded the remainder of the project ($54.5 million) through grants, unit sales, and tax credits. Vacant properties affect the activity and architecture at street level, diminishing the pedestrian experience. Often, these buildings and storefronts are held for speculative purposes. San Antonio, Texas developed a program of a vacant building /storefront month fee. This encourages the owner to develop the property, sell it, or give the spaces to artists and cultural organizations on a temporary basis until it is rented or sold. A long -term recommendation is the development of an overall strategy for cultural facilities plan. This requires a thoughtful planning effort, given the resources required for development of new facilities. Cultural facilities development is certainly an area where a well- conceived plan might yield significant non -City resources and partnerships. These cultural venues need not, in every instance, require design and construction of new structures. There are several existing buildings in Santa Ana with the potential for adaptive reuse with feasibility determined as part of the cultural facilities planning effort. Additionally, artist live -work spaces are another option with the opportunity to secure support and funding from national nonprofit organizations. Recommendation 6.1: Explore artist live -work space projects with a nonprofit developer of arts facilities. Initiative 6.1.1: Engage a nonprofit arts space developer to survey demand for live work facilities in Santa Ana and to assess available properties. Initiative 6.1.2: Should the demand and infrastructure assets be confirmed, consider a City bond issue and private fundraising campaign to develop a live work facility. Implementation Lead: Department of Planning and Building Implementation Partners: ArtSpace or similar national nonprofits, local public and private developers Timeline: Long Term (Years 8 -10) Resources: Initial investment for ArtSpace evaluation; subsequent capital funding to develop facility Metrics: Number of artist live -work spaces in Santa Ana Recommendation 6.2: In concert with the placemaking initiatives, develop creative maker spaces and vacant storefront programming to activate spaces. Create an artisans market/incubator. Initiative 6.2.1: Assess the availability of existing unused or vacant spaces and properties throughout the city and create an inventory of potential spaces. Initiative 6.2.2: Work with a placemaking firm such as ArtSpace to explore the use of vacant spaces for creative placemaking through a Creative Spaces Consulting Visit. Initiative 6.2.3: Create a public /private partnership to develop economically viable creative maker /incubator and retail spaces in various locations throughout the city. Implementation Lead: Department of Building and Planning; Chamber of Commerce Implementation Partners: Local public and private developers, creative businesses, City Small Business Division Timeline: Mid -Term (Years 4 -7) to Long Term (Years 8 -10) Resources: Funds for planning; staff time; potential future plan implementation costs 3I1 M M Santa Ana Arts Future Community Arts and Cultural Master Plan Metrics: TBD, number of new spaces developed, number of people served, etc Recommendation 6.3: Develop a long- range, cultural facilities development plan, in concert with arts stakeholders, arts and cultural organizations, and other higher education and private sector partners. Initiative 6.3.1: Identify and utilize parks properties and other City -owned or acquired properties to be repurposed for arts and cultural programs. Initiative 6.3.2: Work with local stakeholders to develop an arts venue plan. Initiative 6.3.3: Develop an inventory of murals in the city. Modeling from the California Art Preservation Act, develop City policy for the preservation of murals. Implementation Lead: Department of Building and Planning Implementation Partners: Santa Ana College, local public and private developers Timeline: Short -term to Long -Term Resources: Initial investment for planning experts Metrics: To be included in plan development and implementation 7. Placemaking and Placekeeping Goat: Presevve Santa Ana's unique hes,itage, while creating carts and cultural opportunities through new placenaaking initiatives. Finding a balance between the old and the new, the traditional and the progressive, is one of the greatest challenges and greatest opportunities for Santa Ana. Santa Ana's current population is newer and younger than in the past decades, but all generations want to see the preservation of heritage while exploring opportunities for activation of streetscapes. Richard Florida describes placemaking as "the confluence of economic development, community development and cultural development." Many cities now realize that arts and culture play a critical role in economic and community vitality. In many cities, the presence of artists can be the harbinger of positive change - new restaurants and businesses, upgraded commercial and residential buildings, in- migration of young professionals and /or increased property values. While efforts must be undertaken to limit the negative effects of gentrification, most of these changes are positive developments for a neighborhood. Santa Ana has a rich natural and built history, supported by 57 neighborhood associations, three national historic districts, and a legacy of cultural activities dating back 150 years. Local organizations dedicated to Santa Ana's historic preservation conduct public tours of its architectural legacy and its historic murals and signs. Santa Ana's distinctive architecture and historic buildings should be recognized and preserved. Placekeeping efforts may include a comprehensive cultural preservation plan and /or establishing historic districts as ways the City and community can preserve the legacies and histories of Santa Ana. In addition to preserving existing architecture, it is important to focus on new additions to the built environment. The Department of Planning and Building has plans to create a division of urban design within the City government. 37 65B -41 Santa Ana Arts Future Community Arts and Cultural Master Plan Recommendation 7.1: Develop a comprehensive placemaking program to enhance the economic, community and arts development of various neighborhoods in the city. Initiative 7.1.1: Identify arts and cultural districts outside of the downtown where artists and arts - related businesses may relocate. In developing these zones, consideration should be given to such tools as zoning overlay districts, incentives, and subsidies to encourage development of the zones. Initiative 7.1.2: Expand and improve pocket parks with functional and aesthetically pleasing creations. Consider artist- designed elements such as benches, playground equipment, fencing, small murals, and landscaping designs. Initiative 7.1.3: Develop a street activation program inclusive of street artists, interactive public art, small - scale performance spaces, and pop -up galleries and performances. Particularly in the case of the proposed empowerment zones, an ongoing program of street activation, buskers, small performance spaces and pop -up galleries could be an important strategy for launching the zones successfully. Initiative 7.1.4: Investigate a vacant storefront program, vacant building tax surcharge, or fagade improvement program. (Cross- reference with 6.2) Initiative 7.1.5: Explore resources for funding creative placemaking initiatives such as the California Arts Council's Creative California Communities grants program and the National Endowment for the Arts' Our Town grants. Implementation Lead: Department of Building and Planning Implementation Partners: Local public and private developers, Business Improvement Districts and Neighborhood Associations, Chamber of Commerce Economic Development Council, arts and culture institutions. Timeline: Mid -Term (Years 4 -7) Resources: Potential state and federal arts grants programs and Community Development Block Grants Metrics: To be included as part of the program based on outcomes from plan Recommendation 7.2: Partner with a consortium of vested groups to develop a comprehensive plan for the cultural preservation of the legacy and history of the city, inclusive of historic mural preservation and distinctive architecture. Initiative 7.2.1: Identify opportunities within the City for Santa Ana Cultural Trails and work with the Historic Commission to install high - quality, artistic plaques and historical markers throughout the city to note local history. Initiative 7.2.2: Create policies and regulations protecting historic landmarks against developers and provide incentives and tax abatements for historic preservation and restoration. Review the Mills Act processes to ensure more equitable outcomes balancing historic preservation with planned development. Initiative 7.2.3: Conduct a citywide historic survey, updating the results of the 1980s Heritage OC survey. Initiative 7.2.4: Identify key buildings in need of seismic retrofitting. Work to pass bond measures that finance building owners to rehabilitate seismically unstable buildings. Initiative 7.2.5: Identify key Mid - Century architecture and other missing buildings to be added to the City Historical Register that are currently outside of its scope. Implementation Leads: Department of Planning and Building; Historic Resources Commission Implementation Partners: Various, depending on specific initiatives HE 65B -42 Santa Ana Arts Future Community Arts and Cultural Master Plan Timeline: Begin in Short -Term (Years 1 -3) on -going Resources: Staff and Commission time Metrics: New policies and related reports as identified 8. Public Art Goak Create visible and interactive aas apportun lies j6n enpocyement t'hroRyli public ai,t. Since 1959, when Philadelphia adopted the first percent for ordinance, more than 600 municipalities have followed suit including numerous related agencies, such as metropolitan transportation agencies and airport authorities. These programs result in enhancement of the built environment, increased economic development, enhanced community identity and pride, and other benefits. In the early years of the public art movement, most programs allocated one percent of civic capital improvement project budgets for art. Now, many programs allocate two percent for art, recognizing the importance of developing art projects commensurate in scale to the underlying capital improvement project. In another recent development, cities have extended the percent for art requirement to new private commercial, industrial and multi -unit residential developments with permit valuations in excess of some reasonable threshold. This is done for aesthetic enhancement as well, not unlike the landscaping requirements that are usually imposed on private developments. In some cases, the developer pays an in -lieu fee if they do not place public art in their development. Occasionally, the developer is offered incentives to participate such as relaxation of parking or setback requirements, adjustment of floor area ratios, etc. Other possibilities include a citywide mural art program that is especially appropriate in Santa Ana. Often a temporary art program can add excitement and activation of the streets. Some communities use public art to define distinct neighborhoods. As the public art program begins to develop, the City should consider development of a Public Art Master Plan to guide long- term development of the program. Public art guidelines, policies, and procedures can be developed in detail. Procedures for periodic review of the collection would be established, ensuring maintenance and conservation of the collection. A detailed inventory of current artworks, sculptures and murals would be created, assessing the current condition of the art collection. It is recommended that a professional public art manager administer the plan. Recommendation 8.1: Develop a Public Art Program. Initiative 8.1.1: Adopt a two percent for art ordinance or policy for all City CIP projects. It is recommended the program utilize professional art selection panels (see Recommendation 2.1 regarding peer panels). The intent of the program is to select artists as members of the design team for the underlying capital project. The panels select artists, not specific artworks, in most instances. Artists' selections are referred to the Arts Commission for review and recommendation to the City Council for approval. In certain projects, community outreach and engagement is part of the selection and approval process. Initiative 8.1.2: Consider extension of the public art requirement to new private commercial, industrial and multi -unit residential development. 39 65B -43 Santa Ana Arts Future Community Arts and Cultural Master Plan This initiative would have two approaches. If the private developer wishes to place the art within the project, the contribution is 2 %, matching the City's commitment. However, if the developer does not want to place public art, the developer has the option of making a 1 % in -lieu fee to the City to be used for any arts - related purposes. This may be a source of funding for the needed professional public art coordinator. The artist selection process for private development art projects involves negotiations between the developer and staff from the Planning and Building Department. Initiative 8.1.3: Develop a City Public Art Master Plan and develop a comprehensive inventory of the city's public art and murals. Implementation Lead: Department of Planning and Building; City Council Implementation Partners: Arts Commission; Planning Department; Budget Department; private developers; Timeline: Short -Term (Years 1 -3) Resources: Staff time and possible consultant fees (if not completed with City staff) Metrics: Completed Public Art Master Plan and future increases in resources for public art A[1] �� imEfl Santa Ana Arts Future Community Arts and Cultural Master Plan Leadership for Implementation The Arts Future Leadership Taskforce Successful plan implementation requires a leadership body to guide the plan through the different phases and to manage partnerships of the City government, community organizations, private sector business, and residents of Santa Ana. It is recommended that an Arts Future Leadership Taskforce be established to monitor plan implementation and success metrics, help identify outside funding sources, and cultivate community good will and support. The Arts Future Leadership Taskforce should be comprised of plan stakeholders in the community from a variety of sectors, City officials, interested residents, and artists. Current Steering Committee members may be interested in continuing their role through the Taskforce. As plan implementation moves closer to establishment of an Office of Arts and Culture, the Taskforce and Arts Commission will work with the City staff to reorganize plan oversight. Initial actions of the Taskforce are: Develop a detailed timeline for implementation based on the plan's short, mid, and long- term goals. Create an internal communications plan allowing for open, transparent communication between the Taskforce, the City, and the Arts Commission, as well as among plan partners and participants. Develop a process for monitoring the goals, initiatives, and success metrics. Work with the City and partners to explore funding options as recommended in this plan, and to identify additional sources. 41 65B -45 uommunity EXHIBIT 2 65B -46 Santa Ana Arts Future Engagement Findings Report Table of Contents Introduction............................................................................................... ............................... 3 The Community Engagement Process ......................................................... ............................... 3 MethodologyOverview ................................................................................................... ..............................3 Overall 2016 Project Timeline ..................................................................................... ..............................4 Highlightsof Engagement .............................................................................................. ..............................4 SurveyMethodology ......................................................................................................... ..............................5 ResearchReview ................................................................................................................ ..............................5 DataAnalysis ........................................................................................................................ ..............................5 SantaAna: Vision and Aspirations ..................................................... ............................... 6 Introduction......................................................................................................................... ..............................6 CulturalEquity and Incl usion ....................................................................................... ..............................6 Youth Support Systems and Programming ............................................................. ..............................7 TheEnvisioned City Role ................................................................................................ ..............................7 Arts and Cultural Programming .................................................................................. ..............................8 Affordable Spaces and Facilities .................................................................................. ..............................9 Artists, Creatives, and Arts and Cultural Organizations .................................... ..............................9 Access to Information on Arts and Culture ........................................................... .............................10 The Community Vision for Santa Ana ..................................................................... .............................10 Santa Ana Community Survey Summary .......................................... .............................12 RespondentProfile ............................................................................................ .............................12 Summaryof Findings ........................................................................................ .............................14 PersonalParticipation ................................................................................................... .............................14 Attendance.......................................................................................................................... .............................14 Barriers................................................................................................................................. .............................16 Satisfaction with Arts and Cultural Offerings Community Priorities ............... ............................... Communications ......................... ............................... 65B -47 17 18 19 Santa Ana Arts Future Engagement Findings Report Introduction The Community Engagement Process The Santa Ana public engagement process officially launched on January 27, 2016 with the Santa Ana Arts Future Town Hall and continued through April 1, 2016 with the close of the community survey. A mixed - method research effort using both qualitative and quantitative methodologies was employed. Public engagement activities included: • A town hall and community open house events • Stakeholder discussion groups and interviews • A community survey • Stakeholder -led discussion groups and meetings • A review of existing research and planning initiatives Additional efforts were made to ensure a wide range of responses. Efforts included specific Spanish language meetings as well as open houses with translation. All information and survey materials were translated into multiple languages. The following core questions were asked: • What do you value about Santa Ana's arts and cultural life? • What is your vision for Santa Ana's future? • What do we need to get there? Methodology Overview The triangulation approach to the community engagement process ensured authentic and deliberate engagement with a broad cross section of Santa Ana community members and stakeholders. The goals were to: • Bring together multiple points of view to inform the planning process • Create legitimacy and a sense of shared responsibility for the cultural plan • Identify creative assets within communities • Cultivate new partners /allies and collaborations • Stimulate broad awareness and momentum for Santa Ana Arts and Cultural Plan The approach provided multiple entry points for all residents, communities, and sectors of Santa Ana to participate through community -based conversations, meetings, and interviews facilitated by the consultants, a town hall, and a community survey. It was 3 M M• Santa Ana Arts Future Engagement Findings Report specifically designed to ensure the process collected input from residents of all backgrounds and those for whom English is a second language. Overall 2016 Project Timeline • January 27: Opening Town Hall with Josefina Lopez • January - April: Community conversations, discussion groups, individual interviews, an advocacy workshop, and the survey which was open to the public • April - May: Research analysis and preliminary strategy development • May - June: Draft plan development • June - July: Stakeholder workshops, and a second Town Hall • August: Plan adoption by City EMEFU ! 4. • The Santa Ana Arts Future Town Hall, held at Santa Ana College, attracted over 100 people who voiced their aspirations and visions for the arts and cultural life of their city. The emotionally inspiring guest speaker, Josefina Lopez kicked off the process. Other speakers for the City of Santa Ana included Kelly Reenders, Former Executive Director of Community Development and Sandra Pocha Pena, Artist and Arts Commissioner. Jerry Allen, the Lead Consultant from The Cultural Planning Group, spoke as well. • Over 300 arts and cultural leaders, business leaders, individual artists, and City leadership participated in discussion groups and in -depth interviews, sharing their visions for their organizations and their city. • Over 420 people completed the Santa Ana Community Survey. Presented in three languages (English, Spanish, and Vietnamese), the survey explored their priorities, visions, and satisfaction with arts and cultural activities, as well as their obstacles to participating, attending and engaging in creative activities. • Over 350 community members attended open houses and community meetings held at various local gathering places around Santa Ana including the Delhi Community Center, and The Bowers Museum. A large Spanish speaking gathering at The Immaculate Heart of Mary attracted 200 residents. • Additional community meetings reached residents in all of the City's six Council Wards. MI �• • Santa Ana Arts Future Engagement Findings Report il• i+ As a complement to the other forms of community engagement, the Santa Ana Community Survey provided an opportunity for residents to lend their voice to the planning process. The survey sought residents' opinions, attitudes and preferences of arts and cultural activities and events in Santa Ana, as well as their opinions of and visions for the future of Santa Ana's arts and cultural landscape. The main objectives of the survey were too: • Explore resident visions for the future • Explore opinions and perceptions about arts and cultural programming, opportunities, and space for Santa Ana's artists and residents • Explore arts programming needs for families with children • Explore residents' opinions on citywide priorities for arts and cultural opportunities The online survey was open to residents of the City of Santa Ana from January 2016 through April 2016. A total of 420 respondents completed the surveys. Significant differences are noted in the Survey Summary. ._ A thorough review of previous demographic, social, and arts and cultural research conducted in Santa Ana guides and aligns the Arts and Cultural Plan's development with the City's policies, plans, and goals. Please see Appendix for Background Research Summary. Data Analysis The qualitative data from the community process includes meetings conducted in the community, and notes from meetings. Qualitative analysis tools and software (Dedoose) identified main themes across all data sets. For the Santa Ana Community Survey, the results were analyzed with Statistical Package for Social Sciences (SPSS 24.0) and are based on the responses received for each question. Significant differences are noted where applicable in the Survey Summary. 65B -50 Santa Ana Arts Future Engagement Findings Report Santa Ana: Vision and Aspirations Introduction Santa Ana is a community rich in creative peoples and creative assets. As discovered through the robust community engagement process, these creative places, peoples, and things are not restricted to the arts in the traditional sense of the word. The definition of arts workers, artists, and creative workers encompasses traditional artisans, muralists, public artists, arts educators, technology workers, graphic designers, culinary professionals, historic preservation professionals, and more. Santa Ana is a community proud of its history and heritage, and a community yearning to develop a brilliant future for its young residents and its youth. The following summary of findings is organized into themes representing the community's expressed needs, aspirations, and visions. The themes are a powerful message for leveraging Santa Ana's creative soul, while acknowledging and addressing its current challenges. Santa Ana residents share a deep pride in their historical roots, their artistic heritage, and current abundance of artists and creatives. They share a belief in the power of arts and creativity to build bridges and solve some of the most pressing concerns facing Santa Ana, such as educational challenges, at -risk youth, health issues, affordable housing, the rising cost of living, and the effects of gentrification. This report provides a reflection of the collective voice arising from the community engagement. It is fundamental to strategy development for the Arts and Cultural Plan as well. "To us (Latinos) Cultural Equity and Inclusion art and culture is not something Cultural equity was a dominant topic of conversation throughout the extra, it is who we engagement process. Participants called for the plan to lend its support to are, our lives, the the larger communitywide challenge of promoting equity for residents way we live, the from all backgrounds and lifestyles. Cultural equity includes honoring, things we teach our children." respecting, and celebrating the dominant Mexican culture, as well as all - Dlacusslon group other cultures in Santa Ana. Participants are concerned with the impact of participant cultural bias in the city and in the cultural sector. Participants referred to equity as providing accessible and affordable opportunities for all residents regardless of socioeconomic status, background, disabilities, or age. Furthermore, participants want arts programming more connected to their heritage and culture. Equity also refers to the perception of inequity of funding sources for organizations and artists in the community. Barriers to cultural equity cited include transportation, event times, cost, and feeling sociably comfortable and welcome in cultural institutions and at events. Participants want to see the City help with addressing equity issues by working to remove barriers to participation and helping to support opportunities for expanded participation. 65B -51 °This Is the first time I feel proud 1 live in Santa Ana. Being involved in the arts gives me a reason to he connected. - Discusslon group participant Santa Ana Arts Future Engagement Findings Report Creating opportunity for youth in Santa Ana is a top priority for residents. Across all of the research, youth programming and youth access was a dominant theme. Residents envision a future for the children as one with rich arts opportunities, job creation, and one without exposure to gang violence or other negative social situations. Santa Ana's youth face great challenges including low educational attainment, exposure to violence, and other issues. Over 40% of Santa Ana's youth do not graduate from high school. This is a shocking statistic and while the Arts and Cultural Plan will not "fix" these very large problems, it can create better opportunities for youth by providing consistent learning pathways in the arts, cultural and creative sectors. Families want opportunities for their children to include affordable after school and weekend programming for youth (especially in outlying neighborhoods), classes at more convenient times and locations, and transportation options. Additional programming ideas include developing a cultural pass for youth for different arts, culture, and culinary organizations; providing incentives to motivate increased success in school, and scholarships for students. "Love to see a The Envisioned City Role higher level of A true community engagement process provides broad feedback from all engagement from the City of groups of a community. It is a common attitude among residents in any city Santa Ana to to express skepticism and /or frustration with municipal government as a uplift youth who part of that engagement. Santa Ana residents and stakeholders expressed are aspiring artdsts." this skepticism in most of the community meetings. They voiced strong -Survey respondent sentiments that the City is not supportive of the arts and the arts community. Although there is optimism that a citywide arts and cultural plan can build bridges among communities and between the City and its residents. The creation of an Office of Arts and Culture within the City with experienced arts professionals who can represent the needs of the arts and creative community is part of the solution they envision. Many participants expressed the belief that if the City plays a greater role in supporting arts and culture it can help impact significant issues facing Santa Ana such as public safety, educational attainment, employment, and affordable housing. They feel the City should play the role of convener and work to build relationships with artists and organizations and integrate artists and creatives into the City's decision- making process. Residents and artists want to play a role in improving the City's streets and overall image. Ideas include artists working with the City to beautify the streets and neighborhoods, 65B -52 Santa Ana Arts Future Engagement Findings Report activate public spaces and vacant lots with programming, and develop potential cultural hubs in areas such as South Main, the Santa Ana Zoo, and the train station. Arts and cultural funding is seen as a longer term goal and residents think the City can help to secure a dedicated funding stream. Dedicated arts and culture staff can explore innovative funding opportunities, secure funding for nonprofit organizations, and work with the City on arts and cultural events. °There Is a story Arts and Cultural Programming to tell here. Lets Santa Ana's personal participation in artistic and creative activities is high. do it with the arts and the distinctive The community attends museums, neighborhood festivals, arts exhibits culture of Santa and craft shows, performances at nontraditional and traditional venues, Ana." and most importantly, engages in creative activities in their homes. - Discussion group participant However, residents do not think there are enough opportunities available for themselves and their children. There are significant barriers to participation including cost, transportation, feeling welcome, work commitments, and the timing and location of classes and activities. Residents express the desire and need for more affordable opportunities for families to engage in classes, workshops, and events in their own neighborhoods; for responsive and relevant programming for people of different backgrounds, ages, and abilities; and for more experiential programming. Different generations of residents share a vision of intergenerational opportunities to share stories about history, heritage, and future aspirations; spontaneous happenings in the downtown area such as dance parties for seniors, or college -run StoryCorp type pop -ups for learning experiences. Santa Ana residents would like to see the City support the signature festivals and events already happening throughout the city, as well as look at other community events. These include an international dance festival celebrating all cultures and a literacy festival that could promote literacy and education for Santa Ana's young people. Public Art is also a priority for residents for many reasons that include city beautification; engaging youth with mural art; showcasing national, regional, and local artists; addressing public safety; and activating public spaces. Santa Ana residents are proud of the city's history and heritage. Developing cultural tourism opportunities and programming relevant to the heritage of Santa Ana is seen as an important expansion to current programming. 65B -53 Santa Ana Arts Future Engagement Findings Report Affordable Spaces and Facilities Wore spaces in neighborhoods Identifying spaces where artists and residents can collaborate and where that are accessible youth are safe to pursue their artistic and creative endeavors are high and open to all priorities. Participants emphasized the need for affordable spaces in the where people collaborate and community to perform, rehearse, exhibit, and make art. Parents, youth learn." and cultural organizations alike desire safe places for young people to -Survey respondent gather after school and on weekends to participate in creative activities These spaces would enable opportunities for community members to gather, create, collaborate and attend arts events. Linking existing arts and cultural centers to the neighborhoods, and better utilizing the libraries and Teen Centers for programming were all ideas that came out of community conversations and interviews. Residents feel there are accessible spaces that either people do not know about or that are underutilized. Creating an inventory of all spaces in Santa Ana may avail them for use by arts organizations, artists, and residents. Flexible or mobile spaces and amenities are potential low cost opportunities that were discussed as well; examples include portable dance floors for dance organizations, and mobile arts spaces and labs. There Is also a desire for a large performing arts space for shared used by the community, organizations, and educational institutions. They seek a mixed -use facility that has greater flexibility and availability than those currently associated with educational institutions such as Santa Ana College and Santa Ana Unified School District. "in Santa Ana you Artists, Creatives, and Arts and Cultural have to create your Organizations own path" - this contributes to the Artists and leaders from arts organizations participated uniqueness of the enthusiastically in the discussions. For artists, the needs revolve community.° around community and City support. They seek better grant - Discussion group participant opportunities, professional practices training, programming and support for start -ups and entrepreneurial programs. Organizations and artists want to work with the City to review and streamline permitting, zoning, and licenses for events and business establishment. Many participants made new connections and collaborations just by attending a meeting for this process and expressed the desire for more. This may include better connections through networking events to improve their prospects for employment, finding new creative projects, and engaging in artistic exchange. Ideas included creating a business association that works with all creative business and artists that helps to nurture, educate and empower. Arts and cultural organizations want more options for grants /funding for organizations to provide arts opportunities for families; opportunities for more partnerships and collaborations; and the development of capacity building support systems, training workshops, and professional development. 65B -54 "Expand the arts throughout the entire city, opening opportunities throughout the communities and make families and kids involved in them." - Survey respondent Santa Ana Arts Future Engagement Findings Report Access to Information on Arts and Culture Many participants expressed frustration with not knowing about arts, cultural and creative events or activities in the city. People want improved access to information about events, performances, youth activities, neighborhood festivals, and arts learning opportunities (workshops, classes). They want existing organizations and the City to work towards development of a one -stop shop for information about arts and creative happenings and resources. This can be accomplished by exploring current efforts and technology partnerships to create promotions that address how people get information. According to the survey, residents look for community information via direct communications from organizations, as well as social media, and word of mouth. The Community Vision for Santa Ana The following are direct quotes from meetings, interviews, and the survey describing a vision for Santa Ana and the ideal state of the future if this plan is a success. "The City as a destination and a Journey. One that you can only discover a little at a time, but one that is constantly full of surprises, where you find yourself saying 'this is Santa Ana' and feel a warm glow and a sense of pride when you do so." "I Imagine the eclectic and exciting mix of traditional, cultural arts from both this local area and abroad swirled up with contemporary avant garde arts. This diversity enables us as a community to build cross - cultural bridges and awakens hopeful curiosity and joy. „ "Santa Ana offers accessible, affordable and encouraging programs that target our youth to engage them in creativity and community involvement, and keep them out of trouble. " "1 % of funds for future developments in the city will beset aside for the arts similar to Philadelphia's program. The public schools will all have the state mandated 45 min of arts instruction a week implemented through programs similar to 'All the Arts for All the Kids' in Fullerton. There will be grants available for working artists and scholarships for students going into the arts." "There is growth in theater and performing arts. A space to host these activities. A Santa Ana Performing Arts Center. Host / produce / create work reflective of existing community." 10 65B -55 Santa Ana Arts Future Engagement Findings Report "A mixture of cultural arts activities that is accessible to all for the purpose of educating the overall community - inclusive of all cultures." "A partnership with non - profits, the City and Santa Ana College to develop a community theatre on the SAC campus that would seat 500 and be used for both community and college performances." "Accessibility, diversity (of programming and audiences), variety of arts programming available to all members of Santa Ana residents, regardless of age, background, socio- economic conditions or other circumstances." "Collaboration between arts organizations, and the City; the city is actively supporting the arts." "Arts brought outside the scope of museums and the confinement of small festivals. Public (made) murals and artistic graffiti. Something to catch the eye of the busy everyman. And an incorporation of art in the early school levels." "Authenticity. Santa Ana finds a way to make experimental, innovative and small businesses, entrepreneurs and artists thrive. Frameworks and platforms for people to participate in and build sophistication and new networks for the community to thrive. Our people and relationships and proximity are our greatest asset." "Expand the arts throughout the entire city, opening opportunities throughout the communities and make families and kids involved in them." "More spaces like El Centro Cultural but in neighborhoods so that it's easily accessible. A greater appreciation for the different cultural expression from the different regions that people are from." "More sophisticated art venues. The presence of satellite venues. Cultural centers that draw individuals from out of town to Santa Ana. Organizations that garner national attention." "More plays, independent movies, bilingual programs, connecting neighborhoods with art - French, Train Station and Downtown." A place with more murals and public art. More opportunities for professional artists to earn money from their art. More hands -on arts programs for all ages." "More multicultural offerings with a global perspective that reflect both the Latino & Asian legacies of Santa Ana as well as its ethnically diverse future." 11 65B -56 Santa Ana Arts Future Engagement Findings Report Santa Ana Community Survey Summary Respondent Profile Approximately 70% of all respondents live in Santa Ana with 40% also working in the city. Twenty -one percent (21 %) work in the city but live elsewhere in Orange County. The majority of the 8% of respondents who selected "Other" indicate they live outside the city and visit friends, family, or visit for specific events and happenings in Santa Ana. Did not Under 65 and disclose, 21. 20I over, 7, 55.6 years 14/0 Of the online survey respondents, 42% are female, 21 % are male, 5% identified as another gender, and 32% preferred not to answer. The age range of respondents is broad with 2% under the age of 21, 30% between the ages of 21 and 34 years, 24% between the ages of 35 and 44 years, 19% between the ages of 45 and 54 years, and 21 % over the age of 55 years. Sixty -two percent (62 %) of the total respondents consider themselves to be an artist, craftsperson, or creative worker (regardless of earning income). Of those, 18% identify as professional artists and 11 % identify as an aspiring artist, while 29% identify as artists who do art as a leisure activity or hobby. Sixty -five percent of those who identify as professional artists make the majority of their income from their art (chart below). Thirteen percent (13 %) are business professionals working in the nonprofit arts sector, 8% in the creative sector, and of the 20% who selected "none" many identified as arts educators. Personal Participation in Arts Activities As a leisure activity or hobby As a professional artist As a business professional working in the nonprofit arts field As an aspiring professional artist I do not personally participate in creative activities None of the above 12 65B -57 Santa Ana Arts Future Engagement Findings Report Professional Artist % of total income from artistic practice % of Surveyed Professional Artists % of total income 40% 100% 17% 76 %99% 11% 51 %75% 13% 26%50% 19% M-25% 13 M � • Santa Ana Arts Future Engagement Findings Report Summary of Findings I Create... Personal Participation The arts are an integral part of the Santa Ana community and this is reflected in the survey results When asked how they engage in creative activities as defined broadly, it is clear there is a high participation rate of creative activities in the city including culinary arts, dancing, visual arts, literary activities, and artisan arts and craft - making. 59% Cook creative dishes or meals 57% Read novels, short stories, or poems 38% Dance socially or with a group 35% Paint or drew pictures, or did print- making or collage 29% Make crafts such as jewelry, sewing, knitting, or quilting 18% Make videos, short films or animation 17% Playa musical instrument 17% Work with fiber arts such as knitting, sewing, embroidery 15% Write novels, short stories, or poems 14% Make digital illustrations or 3-D digital art 13% Sing in choir, with a group, or solo 12% Make sculptures, woodwork, or ceramics 10% Write music, composed lyrics 10% Perform in storytelling events or poetry slams 7% Act in plays, musicals, or theatre 7% Choreograph dance, ballet, modern, etc. 7 % Do mural or graffiti art The majority of respondents attend museums, small neighborhood festivals, and activities at small venues such as community centers, at libraries, and arts exhibits and /or craft shows. When comparing groups, Latino residents attend arts activities at small venues and neighborhood festivals significantly more than non - Latinos and attend events at traditional venues (concert halls, etc.) significantly less than non - Latinos. 14 65B -59 Santa Ana Arts Future Engagement Findings Report Attendance In Santa Ana Museums (art, history, etc.) Small neighborhood festivals /celebrations Arts activities at community centers, libraries, Art exhibits or crafts shows Live performances at concert halls, theaters, Large scale arts festivals Live performances/ pop-up performances at Arts or cultural events for children /teenagers Food /wine festivals Creative co- working or "maker spaces' Residents want to see more arts activities happening in the city including small venue activities, large scale festivals, live performances at traditional and non traditional venues, and events for children. When comparing groups, Latinos seek small neighborhood festivals and activities for children while non - Latinos desire more traditional events at concert halls and theaters. Younger residents seek experiences such as large scale arts festivals and older residents prefer gallery shows and craft shows. What Residents Wants More ... Arts events /activities at community centers, Large festivals (music, art, film, etc.) Live performances at concert halls or Live performances at nontraditional venues Arts or cultural events for children or Neighborhood festivals /celebrations Food /Wine festivals Museums (art, science, history, children's, Art galleries, exhibits or crafts shows Creative cc-working or "maker spaces" 15 L� M Santa Ana Arts Future Engagement Findings Report Thirty -one percent (31 %) of the respondents reported having children under the age of 18 in their households. Respondents want to see more creative activities offered in the community for both themselves for children. The top choices are music, visual arts, dance /movement, and culinary arts classes. Younger respondents (21 -44 years) and females desire dance /movement classes more than older or male respondents and younger respondents (under 34 years) want digital arts classes significantly more than others. This provides an opportunity to review the commonalities for community classes and activities with respect to places, times, and individual versus family options. For example, individual adults and families with children are highly interested in visual arts classes and culinary arts classes. Desired Activities /Classes Music Visual Arts Dance /Movement +For Children Culinary Arts -=For Themselves Theater /Drama " 2 Voice /Singing Digital Arts; Filmmaking /Video - -. Traditional /Artisan Creative /Writing /Poetry /Spoken Word 0 i5 When asked what obstacles the respondents experience in attending arts and cultural activities, the most prevalent barriers, cited by 62% and 42% respectively, are that people do not hear about activities and events and are challenged with traffic and parking. Other barriers include affordability of events and inconvenient schedules (25 %), and feeling welcome and comfortable at venues and events (20 %). For those with children, the primary barriers are affordability of activities for their children (significantly for Latinos) and the availability of affordable childcare (significantly for Latinos and residents 35 -44 years of age). Work commitments are a significant barrier to participation for families (31 %). 16 65B -61 Santa Ana Arts Future Engagement Findings Report Barriers to Attendance Do not hear about them Traffic /parking is an issue Cost is too high Schedules are inconvenient Do not feel socially comfortable or welcome Not interested in events /activities offered Locations are inconvenient Lack of transportation Child care issues Lack of ADA accommodations Satisfaction with Arts and Cultural Offerings Satisfaction with the variety, affordability and availability of arts and cultural is low with 10% or less of the respondents rating offerings as excellent and less than 50% rating as good or excellent. Across the board, Latinos and younger residents ( <44) rate arts and cultural offerings in Santa Ana as Poor significantly more than other residents. Arts and Cultural Offerings Satisfaction Affordability Variety Availability 65B -62 Excellent +Good " Fair u Poor 17 Santa Ana Arts Future Engagement Findings Report Community Priorities When asked what the City of Santa Ana should focus on to meet residents arts, cultural and creative needs, the top areas are programming for youth, support of nonprofit and cultural organizations, development of artists in the community and art in public spaces. This aligns with the overall findings that youth development is a key priority, artist and organizational support is an area of distinct interest, and that the beautification of the City of Santa Ana can be augmented with art integrated into the urban infrastructure. City Support Priorities Arts /cultural programs for children and youth Nonprofit arts and cultural organizations Development of artists in the community Art in Public Spaces Arts /cultural programs for families Arts /cultural events celebrating diversity of the city Arts /cultural programs for adults and seniors Arts /cultural events in neighborhoods Better accommodations for disabled residents 65B -63 Santa Ana Arts Future Engagement Findings Report Communications Respondents want to see a comprehensive community arts calendar delivered in electronic format and also as a community mailer highlighting all happenings in Santa Ana. They also want to see more visible street level information — banners, posters, etc. Most of the respondents receive information about arts and cultural events and opportunities through word of mouth (62 %) on social media (55 %) and direct communications from organizations (43 %). Where people go to find out about happenings in Santa Ana Word of mouth 62% Facebook, Twitter, othersocial media 55% Direct communications from community organizations 43% Flyers, posters, banners around town 38% Online Community Calendars 30% Newspapers 20% television /news 9% Radio 6% None of the above 9% 19 �• M • History of the Arts 65B -65 The following is a summary of Santa Ana's Arts History developed by Santa Ana native Manuel "Manny" Escamilla, local historian and Archivist for the Santa Ana History Room at the Santa Ana Public Library. The history of the arts can help us to understand how regional forces shaping the Santa Ana Valley were understood by the people living through different eras of our City's past. Through these processes various waves of cultures met, clashed, and merged to form a distinctly Californian experience at the Southwestern edge of the United States. The art and artifacts that our forbearers left behind continue to offer clues into understanding how our Golden City came to be. According to the written accounts left by early Missionaries the region's indigenous population believed that the art of dancing was a sacred pact between the realm of the creator and the earthly world. These European settlers noted that the people of the region would dance day and night for entire weeks as part of their religious ceremonies.' The Maze Stone and Bell Stones found in the Santa Ana Mountains are now located courtyard of the Bower's Museum and serve as potent reminders that we live on sacred land. The 1776 founding of Mission San Juan Capistrano marked the displacement, merging, and subsequent creation of a distinctly regional experience. This rancho culture that emerged after the ending of the mission system gave rise to a distinct class of Californias that prized music above other forms of art. Music accompanied nearly every occasion including baptisms, weddings, funerals, and 'lovemaking'.' Anglo travel journals noted the popularity of vihuelas, clarinets, harps, and tarimas utilized in increasingly complicated rhythmic patterns with full audience participation .3 This Spanish - Mexican period marked the beginning phases of the Santa Ana Valley's integration with the wider world. It was during this time that first oil paintings began to document the prominent Californio families overseeing the feudal economy of the region. The sound of their tarimas can still be heard in the modern fandangos organized by El Centro Cultural de Mexico musicians that now call Santa Ana their home. The City of Santa Ana was founded in 1869 shortly after the end of the American Civil War by veterans of both the Union and Confederate armies. They utterly transformed the previous era's ranch economy into an agriculturally based society in which prominent farmers supported the infrastructure needed to export products to the markets back east. Given the chronic shortage of labor these merchant - farmers began to utilize sketches and lithographs to 'convey the image of a prosperous and established town .,4 The crate label art also promoted the nascent Orange County region as a land of abundance free from harsh Eastern Winters. ' Boscana, Ger6nimo, Alfred Robinson, Phil Townsend Hanna, John Peabody Harrington, and Calif.) Fine Arts Press (Santa Ana. Chinigchinich (Chi- 19idh- 19ich). Santa Ana, Calif.: Fine Arts Press, 1933. 57 ' Ballard, Ray, W.P.A. Research Project #3105 Sponsored by Board of Education, Santa Ana. Vol. Sports and Recreation, 1936. 8 3 Ballard, Ray. W.P.A. Research Project #3105 Sponsored by Board of Education, Santa Ana. Vol. Sports and Recreation, 1936. 10 ' Bricker, Gordon. The Civil WarLegacy in Santa Ana. Santa Ana, Calif.: Wilson /Barnett Publishing, 2002. 10 M �I M • • Once these newly arrived immigrants settled into town they would often find themselves seeking out entertainment at the Sycamore Hall on 5th & Sycamore where the Ramona Building now stands. Here they would have been surprised to find a performance stage nestled above the wooden sidewalk supported by the large Sycamore tree in front of the hall.5 The historian Charles Swanner noted that prior to motion pictures the only entertainment available was at the Grand Old Opera House completed in 1897.6 Visiting artists to this frontier town included the traveling minstrel James Pipes of Pipesville,7 poet Joaquin Miller,8 and Orange County's first pop star Helena Modjeska in the company of future Nobel laureate of literature Henryk Sienkiewicz.9 By the 1890's the increasing ease of travel to Southern California began to encourage a greater number of artists to settle, explore, and create their own interpretations of movements within the global art community. The region's pristine natural resources and stunning landscapes gave rise to the California Impressionist movement centered around the Laguna Beach Art Colony. Sculptor Solon Borglum spent time in Santa Ana as the guest of the local Santa Ana High School Principal before heading back east to create his western inspired works.10 Notable painters including Evylena Nunn Miller, Orpha Klinker, Frank Coburn, and Joseph Kleitsch were increasingly commissioned by prosperous local families reaping the benefits of the wealth created by a booming agricultural economy." The 1930's marked a turning point in which arts and cultural institutions began to attract public support. In 1931 the Santa Ana City Council honored the bequest of Charles W. Bowers and passed Ordinance #939 pledging public funds for the creation of an Orange County Museum .12 Architects Frank Lansdown of Santa Ana and W. Horace Austin of Long Beach designed the building with a distinctly regional mission revival design and included interior murals by Martin Syvertsen.13 The Bowers Museum institution formally opened to the public on February 13, 1936 in the middle of the depression. Horace Austin would go on to design the 1935 Santa Ana City Hall with the support of a Works Progress Administration (WPA) grant. That very same year local sculptress Ada Mae Sharpless debuted the 'Lady of the Lake' at Echo Park in Los Angeles. World War Two and the immediate post -war demobilization slowed the number of notable art milestones. However the tectonic shifts the 1960's began to set into motion the beginning of Santa Ana's growing art scene. 6 Ballard, Ray. W.P.A. Research Project #3105 Sponsored by Board of Education, Santa Ana. Vol. Sports and Recreation, 1936. 39 6 Swanner, Charles D. Those Were the Days: Recollections of Charles D. Swanner. Self Published, Elsinore, CA, 1971. 56 Friis, Leo J. Jeems Pipes of Pipesville Visits Santa Ana. Santa Ana, CA: Friis- Pioneer Press, 1980. 7 8 Swanner, Charles D. Those Were the Days: Recollections of Charles D. Swanner. Self Published, Elsinore, CA, 1971. 8 s Friis, Leo J. The Charles W Bowers Memorial Museum and Its Treasures. Santa Ana, Calif: Pioneer Press, 1967. 39 10 Friis, Leo J. The Charles W. Bowers Memorial Museum and Its Treasures. Santa Ana, Calif: Pioneer Press, 1967. 45 11 Friis, Leo J. The Charles W Bowers Memorial Museum and Its Treasures. Santa Ana, Calif: Pioneer Press, 1967. 43 12 Friis, Leo J. The Charles W. Bowers Memorial Museum and Its Treasures. Santa Ana, Calif: Pioneer Press, 1967.14 13 Friis, Leo J. The Charles W. Bowers Memorial Museum and Its Treasures. Santa Ana, Calif: Pioneer Press. 1967.19 65B -67 Despite the lull in local art activities in the immediate post -war years, artists reporting feeling that the situation was improving due to the influx of new people into the region. By 1963 there were at least two clusters of artists in Santa Ana. The first of which was centered around the Little Art Gallery on Main Street which sold items displayed at local shopping centers and the Bowers Museum. Additionally, the Torrana Art League brought together members from Garden Grove, Tustin, Orange, and Santa Ana for monthly lectures, demonstrations, and occasional shows." Additionally, the Santa Ana Public Library's Spurgeon Memorial Room was used for discussion groups, small musical programs, travel films, and exhibits. For the musically inclined, the Orange County Philharmonic Society, Rare Music Society, and Santa Ana Chamber Music Society were also providing artistic outlets for the people of the rapidly growing region .15 The new UC Campus at Irvine opened in 1965 and began to attract baby boomers ready to experiment with different forms of art. This experimentation was precursor to what was arguably the most critically productive decade of art in the Santa Ana. Among these 1970's emerging artists was a young UCI graduate student Chris Burden operating out of the F -Space Gallery on 1514 East Edinger. He solidified his international reputation for provocative performance art after being shot in the arm by a .22 caliber rifle during his 1971 performance of Shoot. 16 The 70's also welcomed acclaimed sci -fi novelist Philip K. Dick to the Lacy Neighborhood where he would spend his days writing, taking lunch breaks at the local Trader Joe's, and occasionally posing for photographs in front of the Saint Joseph's Church across the street from his home.17 Meanwhile, the Floating Wall Gallery at the Santora Building was promoting the arts 20 years before the concept of the Artist Village began to take root.16 Santa Ana's emerging Latino majority also began to reflect the larger changes that the 70's were having on the City's artistic legacy. Santa Ana College Art Professor Shifra Goldman worked tirelessly to advocate for Latino art and artists.19 Orange County artists Sergio O'cadiz and Emigdio Vazquez worked together on the 1974 MECHA Mural at the Nealley Library the Professor Goldman helped to champion. O'cadiz and Vazquez continued to create numerous additional murals across the city that have been treasured by residents as part of the visual experience of growing up in Santa Ana. O'cadiz was even commissioned to create the concrete mural covering the 1973 City Hall. Around the same time that these professional artists were experimenting with cultural symbols, Valley High School student Gilberto Rodarte worked with friends to place Santa Ana's oldest community based murals on Civic Center and Hawley.20 However, throughout the 1980's art organizations were having a difficult time attracting enough of an audience to support their ongoing activities compared to other parts of Orange ° Woolley, Beverly. Community Survey of Santa Ana, 1963. 41 1s Woolley, Beverly. Community Survey of Santa Ana, 1963. 42 1s Burnham, Linda Frye. "Linda's List of Artspaces in So Cal 1975 - 1988." Linda Frye Burnham, August 12, 2014. http: / /Iindaburnham.com/ 2014 /08 /lindas- list -of- artspaces -in -so -cal- 1975 - 1988/. 17 Babcock, Jay. "Philip K. Dick: The Orange County Years." Arthur Magazine, July 2, 2009. https: / /arthu rm ag.com /2009 /07/02 /philip -k -d ick- the -ora nge -cou nty- years /. 16 Walter Wittel. Walter Wittel Performance at Floating Wall. Accessed June 11, 2016. https://www.youtube.com/watch?v=40wtxfcCOX0. 19 Woo, Elaine. "Shifra Goldman Obituary: Champion of Modern Mexican Art Dies at 85 ". Los Angeles Times. September 19, 2001. http://articles.latimes.com/ 2011 /sep /19 /local /la- me- shifra- goldman- 20110920. 2° Author interview with Gilbert Rodarte Jr. June 29th, 2016 �I M • • County.21 By 1984 the Urban Land Institute was advocating for developing the Downtown as an area for 'Anglo-American items', pottery, artifacts, Mexican art, live entertainment, and puppet shows, and strolling musicians .22 The plan called for redevelopment of the Yost, establishing art galleries on West 4th Street, and welcoming Mexican artists and musicians to serve as a nuclei.23 This concept began to gather institutional support to move forward as an increasing number of stakeholders began to see the economic value of creating a strong arts and culture infrastructure. The foundation for the current art scene was laid in place with the gradual creation of the Grand Central Art Center, Orange County Center for Contemporary Arts, Orange County High School of the Arts, The Wooden Floor, and Orange County Therapeutic Art Center. Outside of the institutional realm, independent gallery spaces began to emerge to fill the art vacuum. By the early 90's the Caged Chameleon exhibited some of Emigdio's Vazquez's works and was being promoted by Orange Coast Magazine as a destination for alternative art 24 Additional alternative friendly spaces like Koo's Cafe and the Dark Arts gallery began to attract coverage from the LA times .25 The Neutral Grounds Cafe served as a safe zone for the generation of artists creating their work in the boarded up Santora and the Calafia art gallery provided a place for local artists to market themselves across the street from the Bowers. In 2016 there are more public art pieces, gallery spaces, and independent artists actively contributing to Santa Ana's arts and culture than ever before. As stewards of this legacy we must not ignore the value of what previous generations have created. Instead we will need to take steps to ensure that we carry on the long tradition of creativity in the Golden City. " Woolley, Beverly. Community Survey of Santa Ana, 1963. 41 22 Urban Land Institute. Santa Ana California, an Evaluation of Redevelopment: Potential Plans and Strategies for the City of Santa Ana, 1984. 3 23 Urban Land Institute. Santa Ana California, an Evaluation of Redevelopment: Potential Plans and Strategies for the City of Santa Ana, 1984. 24 Communications, Emmis. Orange Coast Magazine. Emmis Communications, 1993. 31 26 Lee Romney. "Vacant Building Reborn as Santa Ana Coffeehouse: Redevelopment: A Group of Students and Aspiring Artists Open Cafe in Hopes of Luring People back to a Friendly City." Accessed June 11, 2016. http: / /articles.latimes.com/ 1994 -09 -06 /local /me- 35323_1_santa -ana. �I M • 65B -70 Nonprofit Arts Organizations, Santa Ana, CA - Source: National Center for Charitable Statistics. Cleated with batch.geo.com and Google Earth. Ward 1 - Red Ward 2 - Orange Ward 3 - Yellow Ward 4 - Green Ward 5 - Blue Ward 6 - Purple 65B -71 Name Zip Ward 1 The Child Creativity Lab 92705 1 2 Breath Of Fire Latina Theater Ensemble 92707 1 3 Academy Of International Dance 92707 1 4 Orange County Crazies Inc 92701 2 5 Orange County Historical Society 92701 2 6 Old Courthouse Museum Society 92701 2 7 Santa Ana Historical Preservation Society 92701 2 8 Orange County Center For Contemporary Art 92701 2 9 Broadway On Tour 92701 2 65B -71 10 Centro Cultural De Mexico En El Condado De Orange 92701 2 11 Orange County Elementary Arts Academy 92701 2 12 Orange County School Of The Arts 92701 2 13 Vietnamese - American Arts And Letters Association 92706 2 14 Kavkaz Cultural Center Of California 92703 3 15 Ghostwriters Unite Incorporated 92705 3 16 American Pacific Ballet Company 92705 3 17 Society For Preservation & Encourmt Of Barbershop Quartet Singing Amer 92705 3 18 Discovery Cube Of Orange County 92705 3 19 The Viola Workout 92706 3 20 Orange County Childrens Therapeutic Arts Center 92706 3 21 The Wooden Floor For Youth Movement 92706 3 22 Charles W Bowers Museum Corporation 92706 3 23 Orange County Fine Arts Inc 92704 4 24 Santa Ana Black Historical Society 92703 5 25 Follman -Young Foundation For The Arts 92704 6 26 Vsa Arts Of California 92704 6 27 Relampago Del Cielo Inc 92704 6 28 Heritage Museum Of Orange County 92704 6 29 Arts Orange County 92704 6 30 Orange County Heritage Council 92799 6 31 The Royal Scottish County Dance Society Orange County Branch 92799 6 65B -72 Crowdsourced Cultural 65B -73 Crowd sourced Cultural Assets, Santa Ana, CA: Source: Santa Ana Arts Community Survey. Created with batch.geo.com and Google Earth. Ward 1 - Red Ward 2 - Orange Ward 3- Yellow Ward 5 - Green Ward 6 - Blue 65B -74 Name Ward Address Zip 1 Green Heart Families Park and Community Center 1 602 E Fourth 92701 2 Cambodian Family Center 1 1626 E 4th St 92701 3 Breath of Fire Latina Theatre Ensemble 1 216 E Pomona St 92704 4 Mekah Design 1 1601 S Grand Ave 92705 5 Malone's Concert Venue 1 604 E Dyer Rd 92705 6 Child Creativity Lab 1 1815 E Wilshire 92705 7 Raul Anguiano Gallery 1 2100 E. 4th Street 92705 8 TIYAA Foundation 1 505 N. Tustin Ave 92705 9 Delhi Community Center 1 505 E Central Ave 92707 10 A to Z Wholesale Flowers 1 3043 Oak St 92707 11 Santa Ana Sites 2 307 N Spurgeon 92701 12 Centro Cultural de Mexico 2 313 N Birch St 92701 13 Santa Ana Senior Center 2 424 W Third 92701 14 Photonic Playground 2 200 N Bush St 92701 15 Table 87 2 650 S Grand 92701 16 Ad Arts Building 2 10581 First St 92701 65B -74 65B -75 Name Ward Address Zip 17 Birch Park 2 400 W Third 92701 18 Artists Village 2 300 W Second 92701 19 Artsy 101 2 204 E 4th St 92701 20 Batch 2 204 E 4th St 92701 21 F+ Gallery 2 661 N Poinsettia St 92701 22 Beatnik Bandito Music Emporium 2 417 N Broadway 92701 23 Marcas Gallery 2 305 E 4th St 92701 24 Wonderland Studios 2 650 S Grand 92701 25 The Smallest Art Gallery 2 207 N Broadway 92701 26 La Bodeguita 2 927 N Santiago St 92701 27 Gallery 211 2 211 N Sycamore St 92701 28 East End 2 E 4th & N S ur eon 92701 29 Calle Cuatro Marketplace 2 E 4th & N Bush 92701 30 Orange County School of the Arts 2 1010 N Main St 92701 31 The Ebell Club Theatre 2 625 French St 92701 32 Saint City Session Santa Ana 2 600 N Main 92701 33 4th Street Market Live! 2 201 E 4th St 92701 34 Grand Central Art Center 2 125 N. Broadway 92701 35 The Barrel Room 2 324 W. 4th Street 92701 36 Logan Creatives 2 800 E. Washington Ave 92701 37 Libreria Martinez Books & Art Gallery 2 216 N Broadway 92701 38 Patchwork 2 198 N Sycamore 92701 39 Konsept DTSA 2 204 E 4th St 92701 40 Brad Brafford LGBT Center 2 305 E. Fourth St. 92701 41 Las Comadres Book Club 2 211 N Sycamore St 92701 42 Underground DTSA 2 200 Third St 92701 43 The Yost 2 307 N Spurgeon St 92701 44 Night Gallery Ceramics 2 201 N. Main St. 92701 45 OCCCA 2 117 N Sycamore St 92701 46 Original Mikes 2 100 S Main St 92701 47 Q Art Salon 2 205 N. Sycamore 92701 48 Mikhailik Architectural Studio for Kids and Adults 2 125 N. Broadway 92701 49 Santa Ana Train Station 2 1000 E Santa Ana Blvd 92701 50 Santiago Lofts Art Walks 2 898 E Santa Ana Blvd 92701 51 Blinking Owl Distillery 2 802 E Washington Ave 92701 52 Theatre OUT 2 402 West 4th Street 92701 65B -75 65B -76 Name Ward Address Zip 53 VLVT 2 416 W 4th St 92701 54 The Portal 2 210 E 4th 92701 55 Top Acid 2 313 N Bush St 92704 56 VAALA 2 305 E 4th St 92706 57 OC Children's Therapeutic Arts 3 2215 N Broadway 92706 58 Bowers Museum 3 2002 N Main S 92706 59 Morrison Park Neighborhood Association 3 2801 N Westwood 92706 60 The Wooden Floor 3 1810 N Main St 92706 61 Santa Ana Library 5 26 Civic Center Plaza 92701 62 Illumination Foundation Ross St House 5 1215 N. Ross Street 92701 63 Kidsingers /First Presbyterian Church 5 600 N. Main Street 92701 64 Santa Ana Historical Preservation Society 5 120 W Civic Center Dr 92701 65 Dr Willela Howe - Waffle House Museum 5 120 W Civic Center D 92701 66 Kidworks 5 1902 W Chestnut Ave 92703 67 Arts in Motion 5 4300 Westminister 92703 68 Phillips Hall Theatre, Santa Ana College 5 1530 W 17th St 92706 69 Santa Ana College Digital Media Center 5 1530 W 17th Street 92706 70 The Mix 5 1010 17th St 92706 71 Groove Productions Studio 6 2727 Croddy Way 92704 72 Heritage Museum of Orange County 6 3101 W Harvard St 92704 73 The Observatory 6 3503 S Harbor Blvd 92704 74 Immaculate Heart of Mary 6 1100 S Center St 92704 75 Seeds of Resistance various 76 Southern California Bombazo Fandango various 77 Concurso de Poesia 65B -76 Local Arts Agency Census Summary 65B -77 2015 LOCAL ARTS AGENCY CENSUS EXCERPT FROM THE AMERICANS FOR THE ARTS LOCAL ARTS AGENCY CENSUS Americans for the Arts defines a local arts agency (LAA) as a private organization or an agency of local government that promotes, supports, and develops the arts at the local level. LAAs are not discipline - specific— rather, they work to sustain their entire local arts industry. Each of the 4,500 LAAs in America is unique to the community that it serves and each evolves with its community —no two are exactly alike. In 2015, Americans for the Arts partnered with the National Endowment for the Arts to conduct The Local Arts Agency Census, the most comprehensive survey of the local arts agency (LAA) field ever conducted. Its purpose was to illuminate the ever adapting role LAAs play in ensuring the arts have a vital presence in every community. The survey process was designed by a task force of local arts agency, research, and policy leaders to ensure relevance and rigor. The Census was composed of both a long -form survey and a short -form survey that were sent to the 4,377 LAAs in the United States known to Americans for the Arts. A total of 1,127 LAAs responded (641 submitted the long -form; 486 participated via the short - form), providing invaluable details about their budgets, programs, partnerships, grantmaking, diversity, and staffing. While the overall response rate was 26 percent, the rate of response from large- and mid -sized LAAs was very high, while small and volunteer - driven LAAs were under - represented in the survey respondents. The most important aspect that all LAAs share is the goal of enabling diverse forms of arts and culture to thrive, ensuring their broad accessibility to the public and building healthier communities through the arts. To accomplish this work, LAAs are involved in some or all of the following: • Policy and advocacy: 95 percent champion policies and funding for broader and more equitable access to the arts. • Partnerships: 92 percent collaborate with a community agency or organization; 76 percent have three or more ongoing collaborations. • Grantmaking: 53 percent provide direct community investment in local artists and /or arts organizations. AMERICANS FOR THE ARTS M �l • 2015 LOCAL ARTS AGENCY CENSUS Legal Status Until recently, most private, nonprofit LAAs were likely to be found in smaller communities, and public LAAs were found in medium- and larger -sized communities. The 2015 Census data, however, show a more equal distribution of public and private agencies across population categories. What does remain true is that most are private, nonprofit organizations (71 percent) and about three in 10 (29 percent) are part of the local government. Private LAAs: Of the responding private LAAs, 94 percent operate independently, 4 percent under the umbrella of another organization (e.g. a Chamber of Commerce), and 2 percent selected 'other.' Nearly all are 501(c)(3) nonprofits (96 percent) and almost half are designated by their local government as the official LAA for their community (46 percent). Revenues typically include a mixture of donations from individuals and businesses, foundation support, earned - income activities, and grants or service contracts from government. They are likely to be engaged in programs and services such as marketing, online art and event calendars, audience development, volunteer recruitment, board development, and individual giving. They partner extensively with non -arts community organizations as well as with local municipal agencies. Public LAAs: Operate as part of the city or county and are located throughout the government at different jurisdictional levels: 79 percent are part of city, 17 percent of county, 3 percent are part of a unified city /county government, and 4 percent indicated another level such as a special state district. Their largest source of revenue is from local government, and their largest expenditure is for awarding grants and contracts to local artists and cultural institutions. They are heavily engaged in partnerships with other city agencies. Public LAA Revenue Sources Private LAA Revenue Sources • Earned • Private Contributions • Government •In- Kind /Misc 65B -79 10% 29% 2015 LOCAL ARTS AGENCY CENSUS Public LAAs within Government Within local government, a quarter of public LAAs are stand -alone departments or agencies (e.g., a department of cultural affairs). The majority, however, are located under the umbrella of another government agency. One in five public LAAs (21 percent) is part of its community's Parks & Recreation department. Also notable is that 8 percent reside within its government's Economic Development department. In San Jose, for example, the Office of Cultural Affairs is part of the economic development department and the director reports directly to the Director of Economic Development. Where You Can Find Public LAAs INDEPENDENT agency, department, division, program, or facility within the local government 25% Parks & Recreation 21% City /County Manager's Office 14% Mayor's Office 9% Economic Development 8% Community Development 5% Planning 3% Tourism 2% City /County Clerk (or similar) 1% Other / not listed above 11% LAA Staff Three in four responding LAAs (77 percent) employ at least one paid year -round staff member (either full time or part time). Fifty -nine percent have at least one full -time paid staff person; 18 percent at least one part -time paid employee or contractor. The remaining 23 percent are run by year -round volunteers, such as board members (7 percent) or by seasonal paid or unpaid staff (15 percent). AMERICANS FOR THE ARTS M . ' • 2015 LOCAL ARTS AGENCY CENSUS Not surprisingly, the larger the organizational budget, the more likely the LAA is to have paid staff. • Almost all (99 percent) LAAs with budgets of $100,000 or more have year -round paid staff, either full -time or part -time. At that budget level, 88 percent of organizations have at least one full -time paid staff, 10 percent have at least one part -time paid staff, and 1 percent has no dedicated year -round staff'. • Half of organizations with budgets of under $100,000 (50 percent) have year -round paid staff who are either full -time or part -time. At that budget level, 23 percent have at least one full -time paid staff, 27 percent have at least one paid part -time staff, 33 percent have only seasonal staff, and 16 percent are run entirely by volunteers. 2 Due to rounding, percentages may not add up to 100. e "The average LAW means percentages were calculated first individually and then averaged for all LAAs to avoid assigning more weight to organizations with larger staffs, budgets etc. AMERICANS FOR THE ARTS L• • 2015 LOCAL ARTS AGENCY CENSUS 9. Community Development Programs Over half of LAAs (57 percent) are involved in using the arts to address community development issues ranging from youth at risk, homelessness, and illiteracy, to the creative economy, cultural districts, and civic engagement. 49 percent are directly involved in addressing community development issues through their own arts programming. • 28 percent are indirectly involved— addressing key local issues through grants or contracts awarded to artists or arts organizations in their community. Community Development Issues Addressed by LAAs *Percentages calculated based on the number of LAAs who address these issues. Tourism / community identity / branding 40% 86% 36% Economic development 34°% 86% 32% Education 32 % 81% 51% Use of public space 29% 88% 39% At -risk youth 28% 63% 60 % Cultural preservation 26% 68% 47% Cultural or racial awareness 26 % 67% 58% Civic engagement 25% 79 %d 38 %p Health, wellness, and medicine (mental) 16% 52% 63% Aging 16% 54% 63% Environmental issues 15% 64% 53% Illiteracy / literacy 13% 54% 63% Health, wellness, and medicine (physical) 11% 54% 60% Local food movement 10% 66% 45% Social equity 9% 61% 68% Crime prevention / violence 8% 50% 70% Homelessness 7% 27% 75% Transportation 6% 68% 53% 14 M M • AMERICANS FOR THE ARTS 2015 LOCAL ARTS AGENCY CENSUS Imprison mentlrehabiIitation< 6% 38% 65% Immigration 5% 36% 70% Housing 5% 34% 79% Contested history 4% 50% 71% Public safety 4% 63% 59% Substance abuse 4% 46% 62% Displacement 3% 42% 74% Teen pregnancy 2% 27% 82% Other `/ Miscellaneous / Not listed above 4% 75% 29% 10. Partnerships and Collaborations LAAs are community connectors. Ninety -two percent maintain at least one collaboration or partnership with public or community agencies such as a school district, Parks & Recreation Department, Social Services, Economic Development, or a Chamber of Commerce, and 76 percent have three or more ongoing collaborations. Sixty percent (or higher) of LAAs partnered with these six types of non -arts organizations: • Chambers of Commerce • Libraries • Local arts agencies in other cities /states • Convention and Tourism Bureaus • Colleges /universities /higher education • Schools Because partnership and collaboration can mean different things to different people, we asked respondents to be specific about the actual work involved between the organizations. We offered five categories of partnership and collaboration, ranging from informal conversations to actively planning and funding programs together to the arts being fully integrated into the non -arts organizations work. 15 M �I M • AMERICANS FOR THE ARTS 2015 LOCAL ARTS AGENCY CENSUS 12. Services to Arts Organizations Ninety percent of LAAs report that they provide direct services to arts organizations as a means to facilitate the operation and responsible growth of their local arts industry and to promote greater community participation in the arts. These services include seminars and workshops, technical assistance, central accounting, group health insurance, and advocacy. LAA Services to Arts Organizations Publicity and /or promotional services 37% 59% 55% 49% Facility space (e.g., meeting, performance) 37% 56% 45% 46% Grants/ financial support 32% 52% 60% 44 %® Seminars and/or workshops 25% 57% 60% 44% Convening / networking opportunities 26% 50% 66 % 42% Advocacy trainings, services, and support 18 %« 44% 53% 34% Central /shared event calendaring 25% 38% 27% 31% Technical assistance 18% 37% 54% 31 %q Referrals 20% 38% 39% 30% Marketing services 16% 37% 35% 28% Registry / directory 16% 29% 30% 24% Arts management training 8 % 28% 52% 22% Equipment loans 17% 18% 10% 16% Shared mailing list 14 % 20% 13% 16% Volunteer recruitment 15% 15% 23% 16% Block booking (of shows and events, etc.) 14 % 16% 10% 14% Central box office 9% 8% 4% 7% Central accounting 4% 5% 4% 4 % Health insurance 0% 3% 6% 2% Central purchasing 1 % 3% 2 % 2% Money loans 0% 0% 8% 1% Other /Miscellaneous / Not listed above 9% 13% 22% 12% M .� � • AMERICANS FOR THE ARTS 2015 LOCAL ARTS AGENCY CENSUS 13. Services to Individual Artists Eighty -eight percent of LAAs indicated offering at least one service to individual artists in their community. Most frequently the services they provide are exhibit or performance opportunities (59 percent), marketing and promotion (44 percent), and workshops or seminars (43 percent). LAA Services to Individual Artists Exhibit and /or performance opportunities 59% 63% 48% 59% Exhibit and /or gallery space 54% 65% 46% 58 % Information 47% 62% 59% 55% Marketing / promotion 35% 53% 41% 44% Artistic workshops / classes / seminars 39% 46% 47% 43% Grants / financial support `; 28% 38 %- 43% 34% Artist registry 22% 39% 35% 31% Business workshops / classes / seminars 19% 39% 46% 31% Referrals 23% 38% 31% 31% Residency / teaching opportunities ` 28% 32% 37% 31% Performance space 29% 32% 23% 29 % Rehearsal space 25% 24% : 17% 23% Employment referrals / job bank 12% 18% 24% 16% Studio space 15% 19% "' 5% 16% Mentorship facilitation 9% 16% 17% 13% Administrative support 13% 13% 13% 13% Life skills training 4% 12% 23% 10% Technology / web! development 2% 5% 4% 3% Legal assistance 0% 2% 10% 2% Insurance 1% 1% 0% 1% Money loans 0% 1% 2% 1% Subsidized living space 0% 0% 2% 1% Other 5% 2% 4% 4 % 21 M • AMERICANS FOR THE ARTS 2015 LOCAL ARTS AGENCY CENSUS 14. Services to the General Public As a means of ensuring everyone in their community has the opportunity to engage with the arts, many LAAs have services targeted to the general public, such as online arts programming schedules, social media, and coordinating volunteer opportunities. Services also vary by service area population. For example, 22 percent of agencies with service area populations of 1,000,000 or more offer apps for mobile devices, while only 6 percent of those who serve less than 100,000 do so. LAA Services to the General Public Calendar of cultural events (Online) 63% 76% 64% 69% Social media updates, offers, and /or alerts 56% 70% 75% 65% Calendar of cultural performance and /or events (E -mail) 54% 70% 55% 61% Artistic workshops, classes, and seminars 61 % 56% 39% 56% Art - making opportunities 57 %; 53% 36 % 53% Newsletters /publications 42% 57% 63% 51 % Public performances 58% 47% 39% 51% Website resources 39% 53% 66 % 48% Festivals 47% 51% 33% 47% Lectures /educational opportunities 41 % 51% 47% 46% Calendar of cultural performance and /or events (Print) 44% 43% 33% 42% Directory of arts organizations 22% 44% 40 % 34% Advocacy updates 23% 41% 43% 33% Directory of artists 25% 37% 31% 31 % Scholarships 31% 28% 17% 28% Public art tours 23% 29% 34% 27 %. Community cultural guides (e.g., educational, historical) 19% 29% 33% 25% Discounted ticket opportunities 25 % 22% 31% 24% Ticketing service (In- Person) 22% 24% 18% 23% Ticketing service (Online) 19% 22 %p 23% 21% Bus tours / field trips 15% 23% 23% 20% Studio tours 11 % 18 % 7 % 14% f M • • AMERICANS FOR THE ARTS MMI Local Arts Agency Grants Programs M iwoefi Cultural District and Arts - Related Zoning Overlay Models Portland, Oregon Design Overlay Zone The Design Overlay Zone promotes the conservation, enhancement, and continued vitality of areas of the City with special scenic, architectural, or cultural value. This is achieved through the creation of design districts and applying the Design Overlay Zone as part of community planning projects, development of design guidelines for each district, and by requiring design review or compliance with the Community Design Standards. In addition, design review or compliance with the Community Design Standards ensures that certain types of infill development will be compatible with the neighborhood and enhance the area. https: / /www.portiandorellg .pov /bps /article /53342 San Antonio, Texas Zona Cultural The Zona Cultural is a unique and highly successful district in downtown San Antonio rich with history and cultural and art centers. The district is 44 contiguous blocks on the west -end of downtown where San Antonio has its roots and where the city first began. San Pedro Creek, Main Plaza, Military Plaza, Market Square, and Alameda Theater, among dozens of other institutions and art installations, are all located in the Zona and serve as symbols of our history and modern culture. The mission of the Zona Cultural is to support, develop and link concentrations of cultural, historic, commercial and entertainment experiences authentic to San Antonio. The Zona Cultural is where creative lifestyles, business, and education are connected and celebrated, and where residents and visitors engage with history and the continuing evolution of the culturally blended community. http : / /downtownsanantonio.org /ma in /zona -cu Itu ra I Blacksburg, Virginia Arts and Cultural Overlays In 2012 Blacksburg Town Council passed Ordinance 1660 establishing an Arts and Cultural District to provide incentives in designated downtown areas. From this ordinance, three distinct zones were created. These include a Live Work Sell Arts Overlay Zone; a Tourism Zone; and a Creative Transitional Zone. http:/ /www.blapksburg.gov /commun ity /arts- and - culture /arts - and- cultural - district - incentive -zones M . . � • • Examples of Local Arts Aaencv Models Each of the following local arts agencies were selected to provide a range of examples of arts agency and arts commission structures as well as to illustrate the many ways that municipal governments have managed or outsourced them. Minneapolis in particular demonstrates how a range of programs tied to arts, culture and the creative economy can operate within the City as well as outside it. San Antonio is included here as an example of a robust agency with a wide range of responsibilities and programs. The Greater Columbus Arts Council was established by the Chamber of Commerce and today operates as a separate nonprofit that receives a majority of its funding through a contract with the City. Pasadena, CA Arts and Culture Commission and the Cultural Affairs Division Housed in: Planning and Community Development Department. Type: City agency Staff: 2.75 FTE Budget: $855,000; not including the Capital Public Art Fund which varies from year to year depending on current projects, in 2015 is was $166,000. Structure: The Pasadena Arts Commission advises the City Council on matters pertaining to the City's arts and cultural program which: fosters public and private partnerships for providing arts and cultural programs for the youth of Pasadena; promotes access for the public to the highest quality arts opportunities possible; promotes the work of artists and art groups and celebrates the City for its ethnic diversity, creativity, and its leadership in arts and culture; provides grants -in -aid to individual and group artists, cultural groups, and arts organizations; and encourages the provision of cultural and artistic facilities and features in public and commercial construction. The Commission appoints peer panels for specified time periods to: select public art and art in public places; review and evaluate requests for funding; and advise the Commission on the allocation of funds from the Cultural Trust Fund. The Division is charged with the implementation of Cultural Nexus Plan, the 10 -year cultural plan, the public art in private development and capital improvement programs, and the highly anticipated Pasadena Arts Night, bi- annual community arts gatherings for Pasadena's citizenry. The Annual Grants Program is designed to support the creative life of Pasadena through four grant categories. The Program expands public access to the arts by supporting the work of the individual artist, bringing the creative process into the classroom, funding annual festivals and parades as well as planning for and programs in cultural institutions. The programs and initiatives funded under the arts grants program serve more than 200,000 citizens each year. In 2015 the City Council adopted Pasadena's first public art master plan while the Division implemented a new public art initiative, the Rotating Public Art Exhibition Program, which places temporary artwork City -owned property throughout the city. It began with 11 works displayed. M .. M • budget of $855,OOOThis line item does not include the Capital Public Art Fund which varies from year to year depending on current projects, but was $166,000 in 2015. Minneapolis MN Minneapolis Arts Commission and Arts, Culture and Creative Economy Program Housed in: Department of Community Planning and Economic Development — Planning Division Type: City agency Structure: 17 members; comprised of 5 artists, 5 arts administrators, 7 laypersons. Council and Mayoral appointments from applications. Seek balance of geographic distribution, experience in or with the arts, connections with the community, ethnic diversity and representation from a range of artistic, disciplines. No more than three consecutive three -year terms Mission: To encourage arts participation, arts support, and arts making in the City of Minneapolis and to advise the city council and city departments on all arts - related capital investments, plans, programs, projects and evaluation. Public Art Program Public Art Program is housed in the Long Range Planning Division. Art in Public Places is comprised of six areas of regular work activity which include art in public places, conservation, technical assistance to other agencies, public art policy, proposals for art on city property, proposals for art on private property. It is funded through 1.5% of the Net Debt Bonds each year. Arts, Culture and Creative Economy Program This model is included for its approach to both public art (within the City's Planning Department) and its focus on support for arts and creativity through the Arts, Culture and Creative Economy program. In Minneapolis, arts organizations are funded and provided other organizational supports through the Metropolitan Regional Arts Council, allowing the City government to focus its work on the Arts, Culture and Creative Economy (ACCE) program (housed in the City Coordinator's Office) that supports the arts and creativity in economic development. The ACCE Program: • Leverages the Creative Sector towards social and economic growth in the City of Minneapolis. • Coordinates arts and creative economy activities; • Works with the Minneapolis Arts Commission; and, • Develops arts, culture and creative industry policies around economic development and programs for the City of Minneapolis. ACCE focuses on promoting and coordinating City resources to develop the arts as a generator for economic and social growth in alignment with the following City goals: M •1 • One Minneapolis — residents are informed, see themselves represented in City government and have the opportunity to influence decision making. • A hub of economic activity and innovation — entrepreneurs are supported while sector strengths (such as arts) are leveraged. • Living well — residents and visitors have ample arts, cultural, entertainment and recreational opportunities. • Great places - iconic, inviting streets, spaces and buildings create a sense of place and welcome our growing and diversifying population with thoughtful planning and design. One example is Creative CityMaking Minneapolis (CCM) a multi -year, arts -based innovation initiative within Minneapolis City government designed to advance City priorities through in- depth collaborations between City departments and highly skilled community artists. Creative CityMaking Minneapolis is a leading -edge program stewarded by Intermedia Arts, the region's premier multidisciplinary, multicultural arts center, and the ACCE program at the City of Minneapolis. Leveraging the power of the creative process as a resource for the City to make progress on complex challenges, CCM matches experienced community artists with departmental projects generating new intersections. Columbus, OH Columbus Arts Commission and Greater Columbus Arts Council Columbus Arts Commission The Columbus Art Commission (CAC) was established by Columbus City Code: Chapter 3115. CAC members serve without compensation and are appointed by the mayor with the approval of council. The seven - member commission is comprised of individuals experienced and interested in the arts, landscape architecture and architecture. The Arts Commission is housed in the City Planning Department and is charged with oversight of the public art program. The primary role of the CAC is to approve all art purchased, commissioned, or accepted as a gift by the City, as well as all art proposed for placement anywhere within the Public Right of Way or on property owned or leased by the City. CAC approval is also necessary before any art subject to their approval can be in any way altered or removed. The Greater Columbus Arts Council http: / /www. gcac. o rg /wp- content /uploads /2016/02/G CAC -An n u al- Report -2015. pdf The Greater Columbus Arts Council (GCAC) is a nonprofit local arts agency established by the Chamber of Commerce in 1973 and funded through a contract with the City of Columbus. In that year, City Council set aside funds to be administered in a grants program by GCAC. Properly incorporated, nonprofit arts and arts - related organizations serving the citizens of Columbus would be eligible for funds, which in 1973 totaled $50,000. In 2015, the City allocated the GCAC $6,289,803 from their hotel /motel taxes to fund, in part, twenty -six grants totaling $2.8 million for Operating Support and 48 grants totaling $486,737 for Project Support. In addition, more than $175,000 supported individual artists (supply grants, 65B -91 professional development convenings, artist fellowships and exchanges) and nearly $200,000 provided for capacity building and community impact programs in nonprofit arts organizations. This model has the dual purpose of enabling the City to manage the art in public spaces program as it aligns with City planning needs, while allowing the larger role of support and funding for the arts and culture community at large to be managed by a dedicated organization. The City is viewed as supportive but is not charged with administering it. An example of best practices programming is GCAC's Individual Artist Fellowship programs that provide unrestricted grants to artists of outstanding talent and ability who currently live in the city of Columbus and /or Franklin County, and have done so for at least one year. Grants in 2015 ranged from $500 to $10,000 and were given to 46 visual and performing artists. Since the Arts Council's Individual Artist Fellowship program was established in 1986 more than 210 awards have been given in a variety of disciplines. Programs have included visual arts, crafts, film and video, creative writing, music composition and choreography /movement arts. Awards are offered in Visual Arts (2D, 3D, photography, and crafts), Media Arts, Dance /Choreography, Literature and Playwright categories each year. Oklahoma City The Oklahoma City Arts Commission and Office of Arts and Cultural Affairs Housed in: City Planning Department. Staff: 1.5 FTE Structure: The Oklahoma City Arts Commission is primarily an advisory body with the staff dedicated to public art. Another nonprofit organization is responsible for major arts and cultural events and programs in Oklahoma City and The Oklahoma City Arts Commission was created to advise City Council on artistic, cultural and aesthetic matters to insure that the City will be attractive and culturally rich. The Commission is comprised of 15 members, appointed by the Mayor and approved by Council. Six members serve at large. The Arts Council of Oklahoma City and the Allied Arts Foundation are each represented by one member. Three members are professional artists, performers and /or architects. Four members represent other arts and cultural organizations. The Office of Arts & Cultural Affairs in Oklahoma City is a component of the Planning Department which works with the Arts Commission. Its charges include providing liaison services for public art initiatives and guiding stewardship of the public art collection as well as facilitating and implementing the City's cultural planning, the relationships between artists, cultural organizations, and other groups, and advancing arts and cultural awareness and coordination in the community. San Antonio, TX Department for Culture and Creative Development and the Cultural Arts Board Housed in: City Managers Office, overseen by an Assistant City Manager also responsible for Center City Development and Operations; the Convention & Visitors Bureau, Eastpointe & Real Estate and Office of Historic Preservation 65B -92 Staff: 22 FTE Total Appropriation: $10,941,745 ($5,970,296 is grants to arts agencies) Funding Source: Hotel Occupancy Tax Four Work Areas: Public Art; SA Film Commission; Cultural Facilities; Arts Agencies The Department for Culture and Creative Development (DCCD) supports San Antonio's creative industry through research, financial investment, planning, events, and programs tailored to position the arts as an asset that fuels economic development, cultural tourism, and neighborhood revitalization. DCCD invests in the creative industry through an annual competitive funding process that supports the operations, events, and projects provided by arts and cultural organizations and artists. DCCD also stimulates participation in arts by developing and implementing marketing strategies that give citizens and visitors access to the arts, and positioning San Antonio as an exciting place to live, work, and visit. The Cultural Arts Board (CAB) and the Public Art Board (PAB) are appointed by the Mayor and City Council to advise on policies and procedures for the office. Public Art: Public Art San Antonio (PASA) is the City of San Antonio's program that is responsible for managing public art projects and programs. The public art projects managed include those associated with the City's capital improvement roarams that connect to the community through exhibits, presentations, outreach and planning initiatives. PASA works directly with all City departments and supports local public art efforts of artists, community groups, partnership organizations and outside agencies. Along with managing public art projects, PASA also manages programs such as RESYMBOL that feature artworks created by local artists and activate the downtown cityscape with thoughtfully integrated works. PASA also manages and programs Culture Commons, made up of a two -story storefront gallery and multi- purpose exhibit hall in the newly renovated Plaza de Armas building in the heart of Center City. SA Film Commission: The mission of the San Antonio Film Commission, or Film San Antonio, is to promote the art and craft of filmmaking in San Antonio to positively affect the City's economy. The Film Commission can help with location scouting and government liaison services. We also offer online crew and resource information including casting calls. Arts Funding: The goal of the Arts Funding and Contract Division is to invest in arts and cultural programs that deliver excellence, innovation and engage audiences in the unique experience of San Antonio. To achieve this goal, the Arts Funding and Contract Division has designed five distinctive programs that support a wide range of arts and cultural organizations, individual artists, artist collectives and neighborhood groups to collectively animate the economic vitality of the arts for our diverse community: 65B -93 Models of Local Arts Agency Grants Programs The following are examples of arts and culture funding initiatives implemented by model local arts agencies nationwide. They are organized by funding area. Arts and Culture Organization Grants San Antonio, TX — Department for Culture and Creative Development ( http : / /www.getoreativesanantonio. com /ArtsFunding. aspx) Cultural Arts Operational Support Multi -year awards that strengthen non - profit arts and cultural agencies with a base of financial support for operations. stART Place One -year awards available to arts organizations, neighborhood associations, and local artists /artists collectives to support creative projects that provide meaningful community enrichment and transformation Technical and Economic Development Assistance Ongoing competitive assistance program that provides awards designed to help local non - profit arts and cultural agencies as well as individual artists with small awards aimed at providing professional assistance in the areas of organizational stability, fiscal management and professional growth. San Diego, CA - City of San Diego Commission for Arts and Culture https://www. sandiego.gov /arts - culture Organizational Support Program The Organizational Support Program (OSP) provides operational support to San Diego's nonprofit arts and culture organizations through a competitive contracts for services process. It is the largest grants program for arts organizations in the City of San Diego, funding more than 85 arts and culture nonprofit organizations each year. Organizations are recommended for funding by the Commission for Arts and Culture following a rigorous application and review process. Proposals are ranked on a scale of 1 to 4 with rank, annual operating income and total available funds determining final contracts to organizations. Organizations are reviewed on a variety of metrics including financial stability, efforts to achieve diversity in programming, leadership and audiences, educational programs and cultural tourism impact. The City of San Diego Commission for Arts and Culture is solely funded through a percentage of the Transient Occupancy Tax. Cultural Equity, Cultural Exchange Portland, OR - Regional Arts and Culture Council (https.-Ilracc.org/grants/) Arts Equity Grant Program The Arts Equity Grant program (formerly the Expanding Cultural Access Grant program) provides financial support to organizations conducting arts and culture projects and programming for communities of color, immigrants, refugees, underserved neighborhoods, �. •. persons with disabilities, LGBTQ communities, and other under - represented communities. The goal of this grant program is to further RACC's commitment to ensuring that everyone in our region has equal access to arts and the fundamental right to express their culture through the arts. San Francisco, CA - San Francisco Arts Commission (http:/ /www. sfartscommission. org /CAE /grants /gran t- programs- and - applications /) Artists and Communities in Partnership — Arts and Social Change The Artists and Communities in Partnership (ACIP) grant program offers up to $20,000 of project support for arts organizations and community -based organizations empowering underserved communities through the arts. ACIP seeks to foster social justice and equity, centering artists as leaders for social change. We prioritize funding to partnerships rooted in historically underserved communities. San Jose, CA - San Jose Office of Cultural Affairs (www. sanj o se cu It u re. o rg ) Arts and Cultural Exchange Grants (http://www.sanjoseculture.org/index.aspx?NID=4907) The City of San Jose Office of Cultural Affairs will award a limited number of Arts and Cultural Exchange Grants to support international artists to travel to San Jose and for San Jose -based artists and art professionals to travel internationally for art - related activities. Request must come from a San Jose nonprofit organization, artist or arts professional. Grant awards will range from $2,500 to $5,000 and maybe used for a variety of arts - related activities including but not limited to performances, exhibitions, lectures, and /or research. Eligibility is not limited to any particular country, priority will be given to exchanges that advance the relationship between the City of San Jose and its Sister Cities, as well as international cities connected to San Jose via direct flights. Placemaking, Festivals and Events Los Angeles Department of Cultural Affairs: (http://culturela.org) Arts Activation Fund (http://culturela.org/grants-and-calls/arts-activation-fund/) The DCA Arts Activation Fund (AAF) supports creative, community- benefit projects in site - specific areas of Los Angeles. AAF is a bi- monthly fund to support "creative- placemaking" projects in neighborhoods or near the City of LA's designated Great Streets. Grants up to $15,000. San Antonio Department for Culture and Creative Development ( http : / /www.getoreativesanantonio. com /ArtsFunding.aspx) Festivals and Community Celebrations One -year awards available to arts organizations, community groups, artists or artist collectives to further the presentation, production and preservation of arts and cultural programs that are unique to the San Antonio experience. San Francisco Arts Commission (http:// www. sfartscommission .org /CAE/grants/grant- programs- and- applicationsl) 65B -95 Arts for Neighborhood Vitality — Festivals and Events Funding The Arts for Neighborhood Vitality grant was founded to support small, neighborhood- centered, publicly accessible art walks and festivals where art and culture are main components. Projects should be an event — rather than an ongoing program —and should highlight the integration of arts and economic vitality of the specific neighborhood. Applicants may not apply for multiple grants from the Arts Commission to support the same project. Grants are awarded directly to the applicant or fiscal sponsor responsible for managing the project and the budget. Tucson, AZ — Tucson Pima Arts Council (Tucsonpimaartscouncil.org) PeoDle. Land. Arts Culture. Engagement: Festival Heritage and Community Celebrations Initiativ_e_( http:// www .tucsonpimaartscounci1.org /wp- content /uploads /2011 /08 /P LACE - VI -AP PL- 2015- 2016 -D R9. pdf) The PLACE Initiative Grant is designed to leverage resources and talent within the region to create arts -based civic engagement projects. In 2015 PLACE VI grants focused on Festival, Heritage and Community celebrations that occur within Tucson or Pima County. PLACE VI builds upon the agency's ongoing PLACE Initiative, an arts -based civic engagement platform designed to encourage community cultural development activities, creating a sense of social belonging and civic well- being. PLACE VI highlights and supports the region's informal art and /or heritage practices that exist in a neighborhood and builds a greater awareness of our region's distinctness and identity. It strives to enhance one's understanding of the common good and provides a place for community engagement. It encourages individuals to interact to achieve common purpose that enlivens a healthy, just and vibrant civil society. Projects could take the form of arts festivals, public programs or projects, including civic engagement practices embedded in folk life, heritage practices and neighborhood cultural activities Creative Economic Development Los Angeles Department of Cultural Affairs: (http: / /Culturela.org) http: / /culturela. org /grants- and - calls /crea tive- economic - development -fund/ Creative Economic Development Fund With support from the Surdna Foundation, the Center for Cultural Innovation (CCI) and the City of Los Angeles Department of Cultural Affairs (DCA) have partnered together to create the Creative Economic Development Fund (CEDF). CEDF is a funding opportunity for projects that will help launch startup ventures or expand micro -sized creative enterprises with five or fewer employees. The objective is to support creative enterprises that will have a positive economic development impact in the City of Los Angeles. The partnership will provide grants to independent businesses, self - employed artists or cultural producers, artist collectives, or nonprofit organizations with earned income activities that use commercial strategies in pursuit of an arts or cultural mission. Grants up to $12,500. Artists in Residence Los Angeles Department of Cultural Affairs: (http : / /Culturela.org) (http:/ /culturela. org /gran ts- and - calls /artists -in- residence - program /) Artist in Residence Program M ZO• The Residency Program supports artists in providing community- based, participatory projects in self - selected non -arts venues throughout the City of Los Angeles in order to gather, connect, and inspire audiences with underserved or little exposure to artistic and cultural opportunities. Residency projects engage participants in a series of artist -led workshops that are highly participatory and /or educational, and which match thoughtful and meaningful exchanges with appropriate audiences at host organizations in each City Council District. Grants from $4,000 to $8,000. San Francisco Arts Commission (http://www. sfartscommission. org /CAE /grants /gran t- programs- and - applications /) The WritersCorps Teaching Artist in Residence A three year grant, renewed annually, that provides support to individual teaching artists to offer free, long -term, in -depth literacy— focused arts workshops to youth at San Francisco community sites. Sites may include in- school or after - school classes and must include complementary programming with a neighborhood branch of the San Francisco Public Library (SFPL). The communities prioritized by the grant may include, but are not limited to, youth who are low - income, impacted by the justice system, pregnant or parenting teens, and /or English language learners. Individual Artist Grants Columbus, OH - Greater Columbus Arts Council (http.-Ilwww.gcac.org/grants-services/f`or-artists/) Supply Grants Grants of up to $500 to offset the cost of supplies to create new work will be considered. For example: filmmakers can use this grant to purchase film stock; visual artists can purchase paint or canvas; dancers can purchase music or specialty shoes, etc. Professional Development Grants Grants of up to $1,000 to offset the costs of professional development opportunities. Examples of eligible activities would be master technique classes, enhancing business skills or attending professional conferences where development opportunities exist. Performing Artist Travel Grants Grants of up to $1,500 to offset the costs of traveling for performance opportunities are considered. Examples of eligible expenses would be airfare, car rental /fuel, lodging, meals, etc. Film Finishing Funds Grants of up to $2,500 to offset the cost of post production or completion expenses for artists with film projects. Examples include editing, sound, or any other expense for the completion of a film project. The Aminah Brenda Lynn Robinson Memorial Fund for Research and Development Grants of up to $1,000 to offset the costs of traveling for research and development. This can be related to conceptual research or technical research. Examples of eligible expenses would be airfare, car rental /fuel, lodging, meals, etc. Individual Artist Fellowships GCAC partners with local arts and culture organizations to offer fellowship programs in the following disciplines: Visual Arts, Dance, Media Arts (Film /Video), Music, Choral Composition and Playwriting. 4 65B -97 San Antonio, TX — Department for Culture and Creative Development (http.-Ilwww.getcreativesanantonio.com/ArtsFunding.aspx) Artist Re- Granting One -year awards made to non - profit arts organizations whose mission is the funding of local professional artist advancement. Through the program DCCD wants to enhance both the creative vitality of our community and the awareness that San Antonio is an excellent destination for artists of all genres to live and work. M • . � • /. ?11111 Examples ,� AMERICANS Im"heARTS STATEMENT ON AMERICANS FOR THE ARTS STATEMENT ON CULTURAL EQUITY To support a full creative life for all, Americans for the Arts commits to championing policies and practices of cultural equity that empower a just,. inclusive, equitable nation. ■ DEFINITION OF CULTURAL EQUITY Cultural equity embodies the values, policies, and practices that ensure that all people — including but not limited to those who have been historically underrepresented based on race /ethnicity, age, ability, sexual orientation, gender, socioeconomic status, geography, citizenship status, or religion —are represented in the development of arts policy; the support of artists; the nurturing of accessible, thriving venues for expression; and the fair distribution of programmatic, financial, and informational resources. ACKNOWLEDGEMENTS & AFFIRMATIONS • In the United States, there are systems of power that grant privilege and access unequally such that inequity and injustice result, and that must be continuously addressed and changed. • Cultural equity is critical to the long -term viability of the arts sector. • We must all hold ourselves accountable, because acknowledging and challenging our inequities and working in partnership is how we will make change happen. • Everyone deserves equal access to a full, vibrant creative life, which is essential to a healthy and democratic society. • The prominent presence of artists challenges inequities and encourages alternatives. ■ MODELING THROUGH ACTION To provide informed, authentic leadership for cultural equity, we strive to... • Pursue cultural competency throughout our organization through substantive learning and formal, transparent policies. • Acknowledge and dismantle any inequities within our policies, systems, programs, and services, and report organization progress. • Commit time and resources to expand more diverse leadership within our board, staff, and advisory bodies. FUELING FIELD PROGRESS To pursue needed systemic change related to equity, we strive to... • Encourage substantive learning to build cultural competency and to proliferate pro- equity policies and practices by all of our constituencies and audiences. • Improve the cultural leadership pipeline by creating and supporting programs and policies that foster leadership that reflects the full breadth of American society. • Generate and aggregate quantitative and qualitative research related to equity to make incremental, measurable progress toward cultural equity more visible. • Advocate for public and private- sector policy that promotes cultural equity. 65B -102 AMERICANS fortheART✓ This Statement on Cultural Equity was crafted and unanimously adopted by the Americans for the Arts Board of Directors and staff in April of 2016, and was inspired and informed by the work, commitment, feedback, and insights of more than 150 local, state, and national partners from both inside and outside the arts. It is our hope that this Statement, or some version of it, inspires and informs you as well. We encourage you to use it, share it, think about it, and adopt or adapt it for your organization and community. Find out more, including how we and many other inspiring organizations and individuals are taking action toward healthier, more vibrant, more equitable communities, at www. AmericansForTheArts .org /CulturalEcluity, At Americans for the Arts, we believe in all the arts for all the people. With more than 50 years of service, we are dedicated to representing and serving local communities, and creating opportunities for every ` American to have equal access to a full, vibrant creative life, which is essential to a healthy and democratic society. Please feel free to adopt or adapt this language as you would like, or to just use it for some amount of inspiration. All that we ask Is that you email clord ®artsusa.org to tell us your story if and when you successfully create the Statement that is right for your organization! To support a full creative life for all, Your Organization commits to championing policies and practices of cultural equity that empower a just, inclusive, equitable nation. DEFINITION OF CULTURAL EQUITY Cultural equity embodies the values, policies, and practices that ensure that all people — including but not limited to those who have been historically underrepresented based on race /ethnicity, age, ability, sexual orientation, gender, socioeconomic status, geography, citizenship status, or religion —are represented in the development of arts policy; the support of artists; the nurturing of accessible, thriving venues for expression; and the fair distribution of programmatic, financial, and informational resources. ACKNOWLEDGEMENTS & AFFIRMATIONS • In the United States, there are systems of power that grant privilege and access unequally such that inequity and injustice result, and that must be continuously addressed and changed. • Cultural equity is critical to the long -term viability of the arts sector. • We must all hold ourselves accountable, because acknowledging and challenging our inequities and working in partnership is how we will make change happen. • Everyone deserves equal access to a full, vibrant creative life, which is essential to a healthy and democratic society. • The prominent presence of artists challenges inequities and encourages alternatives. MODELING THROUGH ACTION To provide informed, authentic leadership for cultural equity, we strive to... • Pursue cultural competency throughout our organization through substantive learning and formal, transparent policies. • Acknowledge and dismantle any inequities within our policies, systems, programs, and services, and report organization progress. • Commit time and resources to expand more diverse leadership within our board, staff, and advisory bodies. FUELING FIELD PROGRESS To pursue needed systemic change related to equity, we strive to... • Encourage substantive learning to build cultural competency and to proliferate pro- equity policies and practices by all of our constituencies and audiences. 65B -104 • Improve the cultural leadership pipeline by creating and supporting programs and policies that foster leadership that reflects the full breadth of American society. • Generate and aggregate quantitative and qualitative research related to equity to make incremental, measurable progress towards cultural equity more visible. • Advocate for public and private- sector policy that promotes cultural equity. 65B -105 AGN. NO._ MOTION BY SUPERVISORS HILDA L. SOLIS AND MARK RIDLEY- THOMAS OCTOBER 27, 2015 As the County of Los Angeles (County) is recognized around the world as a leader in the arts, its Arts Commission should be at the forefront of encouraging a constructive County -wide conversation about ways to improve diversity in cultural organizations, in the areas of their leadership, staffing, programming, and audience composition. This dialogue is an important first step in developing a thoughtful analysis and response to recent data indicating a lack of diversity at all levels in many arts organizations. For example, on July 29, 2015, the Mellon Foundation issued the first comprehensive survey of diversity in American Art Museums in conjunction with the Association of Art Museum Directors and the American Alliance of Museums. The survey was undertaken to replace anecdotal evidence with hard data. It provides the first statistical baseline against which progress can be measured for diversifying the field. Important findings from the study of diversity at museums include: • Minorities are significantly underrepresented in top positions: As one of its chief findings, the study documented that among museum leaders, only 4 percent are African American and 3 percent are Hispanic. MOTION SOLIS RIDLEY- THOMAS KUEHL KNABE ANTONOVICH = �I� MOTION BY SUPERVISORS HILDA L. SOLIS AND MARK RIDLEY- THOMAS OCTOBER 27, 2015 PAGE 2 • Women are in the pipeline for top museum positions: The study found that there has been a significant movement toward gender equality in art museums with women now comprising 60 percent of museum staffs and a majority in the curatorial, conservation, and education positions. These high level jobs can be a pipeline toward higher leadership positions. • Minorities have no significant pipeline for leadership positions: The survey found that no such pipeline for leadership exists for individuals from underrepresented communities. Although they represent 28 percent of museum staff, the great majority of these workers are concentrated in security, facilities, and other jobs that generally are not a pipeline to leadership positions. Elizabeth Merritt, Director of AAM's Center for the Future of Museums, noted during the release of the study that "To thrive in the long term, it is crucial that museums bring the demographic profile of their staff into alignment with that of the communities they serve." The City of New York and others have recognized that diversifying the arts field is an important challenge not only for museums, but for all arts institutions, including the performing arts. As a result, the New York City Department of Cultural Affairs (Department) launched a major initiative in January of 2015 that includes a demographic study of the diversity of boards and staff of New York City arts institutions. The purpose of the study, whose results will be made available within a few months, is to create a baseline that will help inform more meaningful City -wide conversation around this issue of diversity and provide an underpinning for adopting new strategies and implementing best practices to further diversify the field. The New York initiative includes "peer -to -peer discussions about the successes and challenges" they experience related to cultivating a diverse field. A major goal is to "identify and celebrate best practices regarding the cultivation of workforce, leadership, and audience diversity for adaptation by the field." The Department has noted that "this 65B -107 MOTION BY SUPERVISORS HILDA L. SOLIS AND MARK RIDLEY- THOMAS OCTOBER 27, 2015 PAGE 3 project has met with enthusiasm from its grantees as well as partners at major philanthropies, who are all eager to work together to address challenges and share best practices for this issue." In its most recent annual report on the status of the arts in Los Angeles, the Otis School of Design noted that the Los Angeles Region is the creative capital of the state as well as the nation, with one out of every seven jobs in the County being generated from an arts - related field. The 2014 Otis Report on the Creative Economy found that there are almost 200,000 people working in 79 creative occupations in the County. Nearly half of these creative occupations in the County require less than a four -year college degree. These findings highlight the importance of opening up job opportunities in the arts to a wider demographic and including arts instruction in all of our schools. Currently, Arts for All, the County's initiative dedicated to making the arts core in K -12 public education, works with 59 out of 81 school districts within the County. There are a number of "promising practices" to encourage individuals from underrepresented communities to enter the arts as a career and have a pipeline to leadership positions. The County's annual Arts Internship Program, coordinated by the Los Angeles County Arts Commission and the Getty Foundation, provides nearly 250 undergraduate interns with meaningful on- the -job training and experiences at the leading arts institutions in Los Angeles, while also developing future arts leaders to serve in staff positions, as board members and leaders in nonprofit and civic arts organizations. The program is the largest paid arts internship program in the country. In addition, foundation - funded programs like the pilot program of undergraduate curatorial fellowships at a number of museums, including the Los Angeles County Museum of Art, open museums as potential workplaces to students belonging to historically underrepresented minority groups. Indeed, as demographics change, diversifying audiences is another challenge; one which may well be the key to future sustainability of many arts institutions. As the 2014 James Irvine Foundation - funded report called "Making Meaningful Connections" 65B -108 MOTION BY SUPERVISORS HILDA L. SOLIS AND MARK RIDLEY- THOMAS OCTOBER 27, 2015 PAGE 4 pointed out, "the participant mix for the majority of cultural institutions remains largely unmixed. It is still the rare cultural organization whose regular participants truly reflect the socio- economic, ethnic or generational demographics of its wider community." In an effort to reach out and engage a wider, more inclusive audience, the Los Angeles County Music Center facilitates a public engagement program which draws thousands of new, diverse, and younger arts participants. This initiative aims to ensure the future of that important performing arts institution and was launched with support of the James Irvine Foundation. Last month, the Music Center Board adopted a Diversity Framework indicating their commitment to greater inclusion in all aspects of their organization, from their board and staff to their programming and audiences. Given that Los Angeles is arguably the most diverse county in the country, as well as the creative capital of the nation, the Los Angeles County Arts Commission should play a leadership role in implementing model programs and leading discussions about how to ensure that arts organizations appropriately reflect the diversity of our communities throughout the organization, including on their boards and in their staff, as well as in audience members, performances, exhibits, and educational programming. WE THEREFORE MOVE THAT THE BOARD OF SUPERVISORS: Direct the Executive Director of the Los Angeles County Arts Commission to: 1. Establish an advisory group of diverse art /community leaders to work with arts - related institutions within the County to develop recommendations for ways to enhance the participation and leadership of individuals from underrepresented communities in the arts. 2. Work with the arts field and nonprofit and foundation leaders to identify "best practices" being utilized around the country to expand the diversity of audience members, exhibits, and performances and encourage individuals from underrepresented communities to enter the arts as a career, creating a pipeline for them to access leadership positions. 65B -109 MOTION BY SUPERVISORS HILDA L. SOLIS AND MARK RIDLEY- THOMAS OCTOBER 27, 2015 PAGE 5 3. Work with each County Department to identify ways in which arts can be integrated into their programing and make recommendations for enhancements and how they can contribute to the dialogue. 4. Establish a close working relationship with the New York Cultural Affairs Department, whose consultant is compiling "best practices" to inform their work, as well as with others doing similar work, to benefit from their experiences and findings. 5. Report back to the Board within 180 days in writing with a status report on recommendations and a final report within a year that would lead to (1) greater access to arts jobs by individuals from underrepresented communities, including in leadership positions, and (2) more diverse arts boards, staff, audience members, and programming at appropriate arts institutions. The report should also include the results of the discussions with each County Department to integrate arts into their programming. The estimated cost of proposed initiatives should be included. SUP: HLS (AA /RT) Ma 65B -110