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HomeMy WebLinkAbout FULL PACKET_2018-12-18MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA DECEMBER 04, 2018 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:16 P.M. ATTENDANCE COUNCILMEMBERS Present: MICHELE MARTINEZ, Mayor Pro Tem P. DAVID BENAVIDES JOSE SOLORIO SAL TINAJERO JUAN VILLEGAS COUNCILMEMBERS Absent: MIGUEL A. PULIDO, Mayor VICENTE SARMIENTO STAFF Present: RAUL GODINEZ, ll, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council PUBLIC COMMENTS — NONE COUNCIL RECESSED TO Room 147 for Closed Session discussion at 5:18 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: a. Orange County Catholic Worker, et al. v. Orange County, et al.., U.S. District Court (Central District of California), Case No. SA CV 18 -0155 - DOC (KESx) CITY COUNCIL MINUTES 1 DECEMBER 4, 2018 10A-1 b. City of Santa Ana v. County of Orange et al., (Cross -Complaint), U.S. District Court (Central District of California), Case No. SA CV 18 -0155 - DOC (KESx) c. Elouise Augustus et al. v. City of Santa Ana, Orange County Superior Court, Case No. 30-2018-00974931-CU-EI-CXC d. Carlos Roias v City of Santa Ana, Orange County Superior Court, Case No. 30-2017-00946219-CU-OE-CJC e. City of Santa Ana v McDonald's Corporation, Orange County Superior Court, Case No. 30-2015-00775718-CU-EI-CJC f. Santa Ana Police Officers Association et al. v. City of Santa Ana, et al. FLSA), Case No. 30-2015-00771129-CU-WM-CJC. 2. CONFERENCE WITH LEGAL COUNSEL — INITIATION OF LITIGATION pursuant to paragraph (4) of subdivision (d) of Section 54956.9 of the Government Code: One Case (Opioid Litigation). 3. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiators: Human Resources Executive Director, Steven Pham Employee Organizations: Service Employees' International Union (SEIU) Full -Time Employees CLOSED SESSION REPORT — See Agenda Item 19A for reportable action. ADJOURNED CLOSED SESSION AND CONVENED TO THE REGULAR OPEN SESSION AT 6:26 P.M. CITY COUNCIL MINUTES 10A-2 DECEMBER 4, 2018 REGULAR OPEN SESSION CALLED TO ORDER ATTENDANCE PLEDGE OF ALLEGIANCE INVOCATION CEREMONIAL PRESENTATIONS COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:28 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor (6:30 p.m.) MICHELE MARTINEZ, Mayor Pro Tem P. DAVID BENAVIDES JOSE SOLORIO SAL TINAJERO JUAN VILLEGAS COUNCILMEMBERS Absent: VICENTE SARMIENTO STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council MAYOR PRO TEM MARTINEZ SUSAN CHO, POLICE CHAPLAIN PROCLAMATION presented by MAYOR PULIDO recognizing November 11, 2018 as 'Bells of Peace" A World War I Centennial Armistice Remembrance Day to American Legion Post 131 and for their contributions to the community CERTIFICATES OF RECOGNITION presented by MAYOR PRO TEM MARTINEZ, COUNCILMEMBER BENAVIDES AND COUNCILMEMBER TINAJERO to all of the current and former board/commission members that have served our community and represented Wards 2, 4 and 6 over the past 12 years. • CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER BENAVIDES on behalf of COUNCILMEMBER SARMIENTO recognizing OC Free Tax Prep Program to Orange County United Way and for their contributions to the community. CITY COUNCIL MINUTES 3 DECEMBER 4, 2018 10A-3 CLOSED SESSION REPORT — No reportable action. See 19A for the addition on an emergency item to the Closed and Open Regular agenda. PUBLIC COMMENTS • Ken Nguyen, provided City Council with newspaper article in support of ward map C3. • Mike Tardif, expressed concern over revised map and opined map will negatively impact a newly elected councilmember. Unsupportive of map C3. • Everlena Oliver, unsupportive of ward map. Opined map should be inclusive of everyone. • Cecilia Iglesias, urged City Council to adopt ward map D2. Unsupportive of ward map C3. • Theresa Le, expressed support for map and thanked City Council for their efforts. • Chris Schmidt, addressed City Council to express concern over possible violation of City Charter in adopting new ward boundaries. • Alberta Christy, unsupportive of map that may negatively impact newly elected councilmember. • Thomas Gordon, opined litigation did not ask for redistricting and only asked to transition to a ward system. Urged City Council to continue item and allow newly elected council to address issue. • Luis Sarmiento, unsupportive of sale of public land. Opined need to utilize public funds to benefit community and pursue community land trust model. • Ryan Reza Farsai, expressed concern over tax increase and unregulated cannabis industry. Opined debt is being placed on the tax holders and concerned that election process is broken. • Karen Romero Estrada with Orange County Communities Organized for Responsible Development (OCCORD) spoke on Agenda Item 19G, commends city's efforts to support homelessness services and also remind and urge council to continue to direct inclusionary funds towards the production of long-term affordable housing units to use public parcels for public needs, and advocates to be included in all affordable housing discussions. CONSENT CALENDAR ITEMS MOTION: Approve staff recommendations on the following Consent Calendar items10A through 25E, with the following modifications: • Mayor Pro Tem Martinez pulled Agenda Items 11A, 19C, 19E, 19F, 19G, 20C, and 20E for separate discussion and dissented on Agenda Item 20D, 25A and 25D. • Councilmember Benavides pulled Agenda Items 20D and 25A for separate discussion. CITY COUNCIL MINUTES 4 DECEMBER 4, 2018 10A-4 • *Excuse the absence of Councilmember Sarmiento from the December 4, 2018 City Council meeting. MOTION: Tinajero SECOND: Villegas VOTE: AYES: Benavides, Martinez, Pulido, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento (1) *Excused absence of Councilmember Sarmiento from the Council Meeting was considered during the Housing Authority session. ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF NOVEMBER 20, 2018 {STRATEGIC PLAN NO. 5, 1 } — Clerk of the Council Office MOTION: Approve Minutes. ORDINANCES/SECOND READING In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on first reading, such abstention will also be reflected in the minutes for second reading. Placed on first reading at the November 20, 2018 City Council meeting and approved by a vote of 6-1 (Benavides dissented). Published in the Orange County Reporter on November 23, 2018. Mayor Pro Tem Martinez, requested City Attorney to clarify concerns expressed by public speakers regarding litigation and election. City Attorney Carvalho, noted Measure AA language allows City to provide elections by wards with ward boundaries as required by law, proposed map CITY COUNCIL MINUTES 5 DECEMBER 4, 2018 10A-5 D2 would have experienced similar conflicts, and numerous maps were published to allow City Council to have extensive policy discussion. Mayor Pro Tem Martinez, asked City Attorney to confirm proposed sequencing would prevent councilmembers from extending their term. City Attorney Carvalho, reminded public and Council of open public hearing held on October 30th, discussion as to potential conflicts as a result of sequencing, and recommendation to extend item one more time. Noted redistricting and redrawing process is difficult for many cities and process cannot extend the term of any councilmember. Mayor Pro Tem Martinez, noted history of opposition to ward map process, ultimate support to limit liability exposure, and extensive research performed to choose map with least negative impact. Opined there was no malicious intent in choosing proposed ward map, difficult decision to find a map that would least impact all, and Ward at issue will be up for re-election in 2020. Councilmember Tinajero, requested City Attorney to clarify the reason behind having an election in 2020. City Attorney Carvalho, noted settlement agreement required creation of a new district in which the Asian voters would have an opportunity to elect a representative of their choice. Councilmember Tinajero, noted Asian community was split into three wards. City Attorney Carvalho, primary issue was ward boundaries as defined would not allow community to elect a candidate of their choice. Noted Measure AA as presented to voters disclosed current ward boundaries were drawn in the 2010 census and opportunity for voters to review item in detail. Councilmember Tinajero, cautioned all from moving away from facts. Noted settlement terms required ward with largest Asian population to be placed on the 2020 election cycle. City Attorney Carvalho, stipulated judgment took away the decision from the City to place the ward with the largest Asian population on the 2020 election cycle. Councilmember Tinajero, Council acted in the best interest of the City, City would have lost litigation, and ward based election was presented to the voters to decide. Councilmember Villegas, noted difficulty in deciding on a proposed map and Council did the best job they could. CITY COUNCIL MINUTES 10A-6 DECEMBER 4, 2018 Councilmember Solorio, spoke on public and candidate notification of potential changes to wards. Noted media article stating overall community support for Asian ward. Councilmember Benavides, opined process was involved, meetings worked towards solving issues the stipulated agreement presented, and expressed support of proposed map. Mayor Pulido, noted timing of ward issue is unfortunate, new councilmembers will live with decision for many years to come without any input, and is unsupportive of item. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS -2958 - AN ORDINANCE OF THE CITY OF SANTA ANA ESTABLISHING NEW BOUNDARY LINES OF THE WARDS OF THE CITY OF SANTA ANA AND REPEALING ORDINANCE NO. NS -2826 MOTION: Villegas VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Martinez Benavides, Martinez, Solorio, Tinajero, Villegas (5) Pulido (1) None (0) Sarmiento (1) 11B. ADOPT AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ESTABLISHING A CANNABIS PUBLIC BENEFIT FUND TO BE USE SOLELY FOR YOUTH SERVICES AND ENFORCEMENT SERVICES {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office Placed on first reading at the November 20, 2018 City Council meeting and approved by a vote of 5-0 (Pulido and Sarmiento abstained). Published in the Orange County Reporter on November 23, 2018. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS -2959 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA, ADDING ARTICLE XX TO CHAPTER 13 OF THE SANTA ANA MUNICIPAL CODE TO ESTABLISH A CANNABIS PUBLIC BENEFIT FUND CITY COUNCIL MINUTES 7 DECEMBER 4, 2018 10A-7 11C. ADOPT AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2018-08 REZONING THE PROPERTIES LOCATED AT 301 NORTH TUSTIN AVENUE, 325 NORTH TUSTIN AVENUE, 401 NORTH TUSTIN AVENUE, AND 2320 EAST FOURTH STREET FROM THE PROFESSIONAL (P) TO THE GENERAL COMMERCIAL (C2) ZONING DISTRICT {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office Placed on first reading at the November 20, 2018 City Council meeting and approved by a vote of 7-0. Published in the Orange County Reporter on November 23, 2018. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS -2960 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2018-08 REZONING THE PROPERTIES LOCATED AT 301 NORTH TUSTIN AVENUE, 325 NORTH TUSTIN AVENUE, 401 NORTH TUSTIN AVENUE, AND 2320 EAST FOURTH STREET FROM THE PROFESSIONAL (P) TO THE GENERAL COMMERCIAL (C2) ZONING DISTRICT NOTICE OF PUBLIC HEARINGS 12A. ADOPT RESOLUTION OF INTENT TO VACATE BREEDEN STREET AND A PORTION OF THIRD STREET, ABANDONMENT NO. 18-03 {STRATEGIC PLAN NO. 3,2) - Public Works Agency MOTION: 1. Adopt a resolution. RESOLUTION NO. 2018-083 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING ITS INTENTION TO VACATE ALL OF BREEDEN STREET AND A PORTION OF THIRD STREET BETWEEN STANDARD AVENUE AND BREEDEN STREET, SETTING A PUBLIC HEARING THEREON, AND DIRECTING NOTICE THEREOF TO BE POSTED AND PUBLISHED (ABANDONMENT NO. 18-01) 2. Set a public hearing for January 15, 2019. BOARDS / COMMISSIONS / COMMITTEES CITY COUNCIL MINUTES 8 DECEMBER 4, 2018 10A-8 13A. AGENDA AND MINUTES OF THE SPECIAL MEETING OF ECONOMIC DEVELOPMENT, INFRASTRUCTURE, BUDGET AND TECHNOLOGY CITY COUNCIL COMMITTEE, OCTOBER 22, 2018 {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Receive and file. MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — City Attorney's Office Nothing to report out of Closed Session. AGENDA ITEM ADDED Pursuant to Government Code Section 54954.2 (b), there was a need to take immediate action on an item and the need for action came to the attention of the local agency subsequent to the posting of the agenda; City Attorney Carvalho requested that the following item be added to the Agenda: MOTION: ADD EMERGENCY ITEM TO THE CLOSED SESSION AND CONSENT CALENDAR, ITEM 25E, TO CONSIDER PROVIDING A LEGAL DEFENSE ON THE MATTER OF BACERRA VS. HUIZAR AND REYNA. MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Villegas Benavides, Martinez, Pulido, Solorio, Tinajero, Villegas (6) None (0) None (0) Sarmiento (1) 198. EXCUSED ABSENCES --Clerk of the Council Office *Excused absence of Councilmember Sarmiento was considered during the Housing Authority session MOTION: Excuse the absence of Councilmember Sarmiento from the December 4, 2018 City Council meeting. CITY COUNCIL MINUTES 9 DECEMBER 4, 2018 10A-9 Council discussion ensued: Mayor Pro Tem Martinez, noted decline in city user utility tax and asked for clarification of any restriction on proceeds from sale of land that was placed in the general fund. Finance and Management Executive Director Kathryn Downs, noted one- time sale of land for $2.1 million was placed in general fund and can be used for any general fund purpose. City Attorney Carvalho, mentioned sale of land was from Hampton Inn project and not part of Bristol Street project. Mayor Pro Tem Martinez, noted public land sold from Bristol Street project comes with funding restrictions, expenditures have outpaced revenue by three percent, and current vacant positions at 191. Opined recession is imminent based on stock market performance, approved sales tax measure will not address structural deficit, and asked clarification as to funded and unfunded vacant positions. Executive Director Downs, current funded vacancy count at 134, unfunded vacancy count at 57 and are mainly police positions, and funding of remaining 57 positions would add $5 to $8 million to the structural deficit. Councilmember Solorio, noted staff report clearly identifies 134 funded vacancies, larger revenue sources historically increase towards the end of the year, and expressed interest in addressing utility tax trend with staff. MOTION: Receive and file the following: 1. Fiscal year 2018-19 First Quarter Budget Update. 2. Fiscal year 2018-19 First Quarter Vacancy Report. MOTION: Martinez SECOND: Benavides VOTE: AYES: NOES: ABSTAIN ABSENT: CITY COUNCIL MINUTES Benavides, Martinez, Pulido, Solorio, Tinajero, Villegas (6) None (0) None (0) Sarmiento (1) 10 10A-10 DECEMBER 4, 2018 19D. PUBLIC WORKS AGENCY STATUS OF PROJECTS - MONTHLY CAPITAL IMPROVEMENT PROGRAM EXECUTIVE REPORT FOR NOVEMBER 2018 {STRATEGIC PLAN NO. 5, 11 — Public Works Agency The CIP Executive Summary Schedule for all projects is available on the City's website at: https://www.santa-ana.org/sites/default/files/2018- 11/201811 cip schedule.pdf MOTION: Receive and file. *Mayor Pulido abstained on Agenda Item 19E, due to Cannabis related component of the matter. Council discussion ensued. Mayor Pro Tem Martinez, in support of transparency from staff and Council. Councilmember Benavides, opined tax increase measure does not clear City, need to be responsible with expenditures, and directed staff to expedite implementation of Citizen Oversight Committee. City Manager Godinez, committed to bringing forth proposal of oversight board to Council and need survey other city and identify models. Executive Director Downs, noted benchmarking has already commenced and should be ready by end of week, staff has identified different models, and goal to bring matter before Council in January. Mayor Pro Tem Martinez, stated current cannabis testing facility tax rate should be reduced to be more competitive, surrounding cities have lower tax rates, and testing facilities is important to City. MOTION: Receive and file next steps for implementation of the four municipal ballot measures. MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: CITY COUNCIL MINUTES SECOND: Benavides Benavides, Martinez, Solorio, Tinajero, Villegas (5) None (0) Pulido (1) 11 10A-11 DECEMBER 4, 2018 ABSENT: Sarmiento (1) Mayor Pro Tem Martinez, directed staff to include popups in pilot program. Supportive of item. MOTION: Receive and file. MOTION: Martinez SECOND: Benavides VOTE: AYES: Benavides, Martinez, Pulido, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento (1) Mayor Pro Tem Martinez, noted item will address replenishment of inclusionary housing funds. MOTION: Receive and file. MOTION: Martinez SECOND: Benavides VOTE: AYES: NOES: ABSTAIN: ABSENT: Benavides, Martinez, Pulido, Solorio, Tinajero, Villegas (6) None (0) None (0) Sarmiento (1) CITY COUNCIL MINUTES 12 DECEMBER 4, 2018 10A-12 BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A. APPROVE APPROPRIATION ADJUSTMENT ACCEPTING UNITED STATES DEPARTMENT OF JUSTICE OFFICE OF JUSTICE PROGRAMS 2018 BULLETPROOF VEST PARTNERSHIP PROGRAM GRANT {STRATEGIC PLAN NO. 1, 3131 — Police Department MOTION: Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2019-041 - Recognizing $39,999.69 in Department of Justice, Office of Justice Programs Bulletproof Vest Partnership Program grant funds in the Department of Justice Grant Fund revenue account and appropriate same to the Department of Justice Grant Fund — Programs expenditure account. 20B. APPROVE APPROPRIATION ADJUSTMENT AND AGREEMENT ACCEPTING UNITED STATES DEPARTMENT OF JUSTICE BODY - WORN CAMERA POLICY AND IMPLEMENTATION GRANT FUNDS, AND AGREEMENT AMENDMENT WITH AXON ENTERPRISE, INC. FOR BODY -WORN CAMERA EQUIPMENT AND SERVICES {STRATEGIC PLAN NO. 1, 3A) — Police Department MOTION: 1. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2019-042 - Recognizing $99,291 in U.S. Department of Justice Body -Worn Camera Policy and Implementation grant funds in the Department of Justice Grant Fund revenue account and appropriate same to the Department of Justice Grant Fund — Programs expenditure accounts. 2. Authorize the City Manager and Clerk of the Council to execute the attached Grant Award (2018 -BC -BX -0016) and Special Conditions documents with the U.S. Department of Justice, Office of Justice Programs accepting $99,291 in U.S. Department of Justice Body - Worn Camera Policy and Implementation grant funds to enhance the Santa Ana Police Department's body -worn camera program, for the period of October 1, 2018 through September 30, 2021, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-270). CITY COUNCIL MINUTES 13 DECEMBER 4, 2018 10A-13 3. Authorize the City Manager and Clerk of the Council to execute an agreement amendment with Axon Enterprise, Inc, to provide body - worn camera equipment and services for the Santa Ana Police Department, in the amount of $358,041.92 (including a $20,000 contingency), subject to non -substantive changes approved by the City Manager and City Attorney. The term of the agreement will remain May 2, 2017 through May 1, 2022 (AGMT. No. 2018-271). Council discussion ensued. Mayor Pro Tem Martinez, in support of item. Noted item will create public private partnership to promote skate parks and will attract youth to downtown area. Councilmember Benavides, in support of item. Encourages future public private partnership opportunities and to continue to invest in community youth. Mayor Pulido, expressed support for item MOTION: 1. Authorize the City Manager and Clerk of the Council to execute a license agreement with East End Realty Partners, LP to construct and maintain a new skate park in Downtown Santa Ana for a five- year period effective on the date of City's execution of the agreement, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-272). 2. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2019-033 - Recognizing $10,000 from East End Realty Partners, LP in Parking Operations Miscellaneous Income revenue account and appropriate the same amount to Downtown Enhancements, Building Improvement expenditure account to be used for the completion of parking structure improvements at the 5th and Spurgeon garage. CITY COUNCIL MINUTES 14 DECEMBER 4, 2018 1 OA -14 MOTION: Martinez SECOND: Benavides VOTE: AYES: Benavides, Martinez, Pulido, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento (1) Mayor Pro Tem dissented on staff's Recommended Action. Council discussion ensued: Councilmember Benavides, requested clarification if property was purchased with transportation funding and if it carries any Bristol Street project restrictions. City Manager Godinez, confirmed funds are a part of the Bristol Street project and carry funding restrictions. Councilmember Benavides, directed staff to ensure use, improvements, or any adverse impact to residential neighborhood is considered. Jason Gabriel, proposed site planning addresses potential issues and concerns. Councilmember Benavides moved staff's recommended action, however failed due to a lack of second. Mayor Pulido, requested a substitute motion and moved for a continuance. SUBSTITUTE MOTION; Continue consideration of matter for 30 days. MOTION: Pulido SECOND: Villegas VOTE: AYES: Pulido, Solorio, Villegas (3) CITY COUNCIL MINUTES 1s DECEMBER 4, 2018 10A-15 NOES: ABSTAIN: ABSENT: *Motion failed by 3-3 vote. Benavides, Martinez, Tinajero (3) None (0) Sarmiento (1) Council discussion ensued: Mayor Pro Tem Martinez, supportive of item. Directed staff to develop informational process to educate the community. Councilmember Benavides, directed staff to provide update on $2 million protective bike lane grant awarded to City along Edinger from Santa Ana River, East towards Bristol. MOTION: 1. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2019-039 - Recognizing Office of Traffic Safety (OTS) Pedestrian and Bicycle Safety grant funds in the amount of $50,000 in the OTS -PWA Traffic Safety Grants revenue account and appropriate the same to the OTS -Bicycle Safety PWA expenditure accounts. 2. Authorize the City Manager and Clerk of the Council to execute a one-year agreement (PS19031) with the State of California Office of Traffic Safety for Pedestrian and Bicycle Safety Program funds, in an amount not to exceed $50,000 for a one-year period from October 1, 2018 through September 30, 2019, subject to non - substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-273). MOTION: Martinez VOTE: AYES: NOES: CITY COUNCIL MINUTES SECOND: Benavides Benavides, Martinez, Pulido, Solorio, Tinajero, Villegas (6) None (0) Iry 10A-16 DECEMBER 4, 2018 ABSTAIN: None (0) ABSENT: Sarmiento (1) SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A. CONTRACT AWARD TO MIKE PRLICH AND SONS, INC., FOR CONCRETE COLLAR REPLACEMENTS (SPECIFICATION NO. 18-068) {STRATEGIC PLAN NO. 6, 1, C & F) - Finance and Management Services Agency; and Public Works Agency MOTION: Authorize a contract to Mike Prlich and Sons, Inc., for concrete collar replacements for water and sewer appurtenances for a three-year period beginning December 4, 2018, and ending December 3, 2021, with provisions for one two-year renewal exercisable by the City Manager, in an annual amount not to exceed $315,250, subject to non -substantive changes approved by the City Manager and City Attorney. 22B. CONTRACT AWARD TO HARDY & HARPER, INC. FOR ASPHALT STREET MAINTENANCE (SPECIFICATION NO. 18-084) {STRATEGIC PLAN NO. 6, 1 C) - Finance and Management Services Agency; and Public Works Agency MOTION: Award a contract to Hardy & Harper, Inc. for asphalt street maintenance for a one-year period, with provisions for four, one-year renewals exercisable by the City Manager, in an annual amount not to exceed $990,000, subject to non -substantive changes approved by the City Manager and City Attorney. 22C. AWARD PURCHASE ORDER TO METRON-FARNIER LLC, FOR FIRE HYDRANT WATER METERS WITH VERIZON SOLUTION REGISTER (SPECIFICATION NO. 18-077) {STRATEGIC PLAN NO. 6, 1C) - Finance and Management Services Agency; and Public Works Agency MOTION: Authorize a one-time purchase and payment of purchase order to Metron-Farnier LLC, for the procurement of 65 fire hydrant meters with Verizon solution register in the amount of $106,807, plus a contingency of $10,680, for a total amount not to exceed $117,487, subject to non -substantive changes approved by the City Manager and City Attorney. CITY COUNCIL MINUTES 17 DECEMBER 4, 2018 10A-17 AGREEMENTS Council discussion ensued: Mayor Pulido, in support of a 30 -day continuance. Councilmember Solorio, supportive of 30 -day continuance. Councilmember Benavides, directed staff to ensure item includes aesthetics improvements that will have a benefit to community. SUBSTITUTE MOTION: Continue consideration of matter for 30 days. MOTION: Solorio VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Villegas Benavides, Pulido, Solorio, Tinajero, Villegas (5) Martinez (1) None (0) Sarmiento (1) 25B. APPROVE SUBORDINATION AGREEMENT WITH CALIFORNIA HOUSING FINANCE AGENCY FOR THE SANTA ANA VETERANS VILLAGE PROJECT {STRATEGIC PLAN NO 5, 3) - Community Development Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a Subordination Agreement to a $2.912 million loan from the County of Orange provided through the California Housing Finance Agency, for the Loan Agreement with Santa Ana Village LP (c/o Jamboree Housing Corporation) for $352,962.90 in HOME Investment Partnerships Program funds, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2018- 274). CITY COUNCIL MINUTES 18 DECEMBER 4, 2018 10A-18 25C. APPROVE AGREEMENT WITH SEDARU, INC. FOR COMPUTER WATER MODELING LICENSING AND SUPPORT SERVICES (NON - GENERAL FUND) {STRATEGIC PLAN NO. 6, 1 C} — Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Sedaru, Inc., to provide computer water modeling licensing and support services, for a three-year period expiring December 3, 2021, with provisions for one two-year renewal option exercisable by the City Manager and City Attorney, in an amount not to exceed $150,000 annually for a total agreement amount not to exceed $750,000, including renewal option, subject to non - substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-275). 25D. APPROVE AGREEMENT WITH THE CITY OF FOUNTAIN VALLEY FOR THE SANTA ANA POLICE DEPARTMENT TO PROVIDE JAIL BOOKING SERVICES FOR CITABLE OFFENDERS {STRATEGIC PLAN NO. 1, 4) — Police Department MOTION: Authorize the City Manager and the Clerk of the Council to execute a two-year agreement with the City of Fountain Valley to receive jail booking services for the period of December 3, 2018 through December 4, 2020 in the amount of $146 per prisoner day, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-276). *Mayor Pro Tem Martinez dissented on Agenda Item 25D. 25E. EMERGENCY AGENDA ITEM ADDED TO OBTAIN LEGAL REPRESENTATION ON THE MATTER OF BACERRA VS. HUIZAR AND REYNA MOTION: Authorize legal representation for defendants. **END OF CONSENT CALENDAR** CITY COUNCIL MINUTES 19 DECEMBER 4, 2018 10A-19 BUSINESS CALENDAR ITEMS ORDINANCES/FIRST READING 50A. ADOPT AN ORDINANCE TO AMEND CITY MANAGER'S CONTRACTING AUTHORITY FOR NON-PUBLIC WORKS AND PUBLIC WORKS CONTRACTS {STRATEGIC PLAN NOS. 4, 1; 7, 5E) — Public Works Agency; and Finance and Management Services Agency Council discussion ensued. Mayor Pulido, unsupportive of item. Councilmember Benavides, noted increase to City Manager signing authority is in line with other cities and would lessen matters on the calendar for Council consideration. MOTION: Place ordinance on first reading and authorize publication of title. MOTION: Benavides VOTE: AYES: NOES: ABSTAIN: ABSENT: *Motion failed by 3-0 vote. RESOLUTIONS SECOND: Martinez Benavides, Martinez, Tinajero (3) Pulido, Solorio, Villegas (3) None (0) Sarmiento (1) 55A. ADOPT RESOLUTION TO AMEND THE CLASSIFICATION AND COMPENSATION PLAN TO ADD THE POSITIONS OF RISK MANAGEMENT ANALYST, HUMAN RESOURCES CLERK, PRINCIPAL HUMAN RESOURCES ANALYST AND TO CHANGE BENEFITS AND COMPENSATION SUPERVISOR TO BENEFITS AND COMPENSATION MANAGER{STRATEGIC PLAN NO. 7,6) — Human Resources Department Continued from the November 20, 2018 City Council meeting by a vote of 5-2 (Benavides and Tinajero dissented). MOTION; Continue consideration of matter to the December 18, 2018 City Council Meeting, at the request of staff. CITY COUNCIL MINUTES 20 1 OA -20 DECEMBER 4, 2018 MOTION: Solorio VOTE: AYES: SECOND: Villegas Benavides, Martinez, Pulido, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento (1) 55B. ADOPT RESOLUTION AUTHORIZING SUBMISSION OF APPLICATION FOR GRANT FUNDING IN THE AMOUNT TOTALING $1,170,000 REQUEST UNDER MEASURE M2 COMPREHENSIVE TRANSPORTATION FUNDING PROGRAM {STRATEGIC PLAN NO. 6, 1 G} — Public Works Agency Council discussion ensued: Mayor Pro Tem Martinez, unsupportive of item. Opined expansion of arterials would make the City of Santa Ana a pass-thru city, added burden will deteriorate infrastructure, and increase service and maintenance cost. Opined need to pursue other modes of transportation that makes sense. Councilmember Benavides, directed staff to prioritize funding opportunity from Measure M2 funding to address lack of pedestrian walkway on the Fairview Street bridge. City Manager Godinez, highlighted Bristol Street improvements for the Memory Lane intersection is in the second phase and Fairview Street improvements funds will widen streets and will also incorporate active transportation elements. MOTION: 1. Adopt a resolution. RESOLUTION NO. 2018-084 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE SUBMITTAL OF IMPROVEMENT PROJECTS TO THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FUNDING UNDER THE COMPREHENSIVE TRANSPORTATION PROGRAM CITY COUNCIL MINUTES 21 DECEMBER 4, 2018 1 OA -21 2. Direct staff to amend the Seven -Year Capital Improvement Program to incorporate the new Comprehensive Transportation Funding Program projects. MOTION: Benavides SECOND: Solorio VOTE: AYES: Benavides, Pulido, Solorio, Tinajero, Villegas (5) NOES: Martinez (1) ABSTAIN: None (0) ABSENT: Sarmiento (1) 55C. ADOPT RESOLUTION AUTHORIZING THE SUBMISSION OF APPLICATIONS FOR BICYCLE CORRIDOR IMPROVEMENT PROGRAM GRANTS (STRATEGIC PLAN NO. 1, 313) — Public Works Agency MOTION: Adopt a resolution. RESOLUTION NO. 2018-085 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING APPLICATION FOR FUNDS FOR THE BICYCLE CORRIDOR IMPROVEMENT PROGRAM FUNDED WITH CONGESTION MITIGATION AND AIR QUALITY IMPROVEMENT PROGRAM FUNDING UNDER THE FIXING AMERICA'S SURFACE TRANSPORTATION FEDERAL TRANSPORTATION ACT MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Tinajero Benavides, Martinez, Pulido, Solorio, Tinajero, Villegas (6) None (0) None (0) Sarmiento (1) 55D. ADOPT RESOLUTIONS TO SUPPORT THE REDUCTION OF GREENHOUSE GAS EMISSIONS BY SUPPORTING THE REDUCTION OF PLASTIC STRAW WASTE AND BY ENCOURAGING RESIDENTS TO INCLUDE HEALTHIER PLANT -BASED FOODS IN THEIR DIET (STRATEGIC PLAN NO. 51 — City Manager's Office CITY COUNCIL MINUTES 22 DECEMBER 4, 2018 1OA-22 Action recommended by the Legislative Affairs, Ethics, Transparency and Communications Council Committee. MOTION: Adopt resolutions. 1. RESOLUTION NO. 2018-086 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SUPPORTING THE REDUCTION OF THE USE OF PLASTIC DRINKING STRAWS AND ENCOURAGING LOCAL BUSINESSES TO PROVIDE ALTERNATIVE OPTIONS TO REDUCE STRAW WASTE IN THE CITY OF SANTA ANA 2. RESOLUTION NO. 2018-087 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ENCOURAGING SANTA ANA RESIDENTS TO INCLUDE HEALTHIER PLANT -BASED FOODS IN THEIR DIET AND IMPROVE EFFORTS TO REDUCE GREENHOUSE GAS EMISSIONS MOTION: Martinez VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Benavides Benavides, Martinez, Pulido, Solorio, Tinajero, Villegas (6) None (0) None (0) Sarmiento (1) 55E. ADOPT RESOLUTION AUTHORIZING A $4,000,000 GRANT APPLICATION TO THE DEPARTMENT OF NATURAL RESOURCES FOR ADVANCED METERING INFRASTRUCTURE [NONGENERAL FUND] {STRATEGIC PLAN NO. 6, 1 G) — Public Works Agency MOTION: Adopt a resolution. RESOLUTION NO. 2018-088 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE APPLICATION FOR GRANT FUNDS FOR THE ADVANCED METERING INFRASTRUCTURE PROJECT MOTION: Martinez VOTE: AYES: NOES: CITY COUNCIL MINUTES SECOND: Benavides Benavides, Martinez, Pulido, Solorio, Tinajem, Villegas (6) None (0) 23 1 OA -23 DECEMBER 4, 2018 ABSTAIN: None (0) ABSENT: Sarmiento (1) 55F. ADOPT RESOLUTION EXTENDING CONDITIONAL USE PERMIT NOS. 2016-29, 2016-30 AND 2016-33 FOR THE MAJESTY RESTAURANT LOCATED AT 5015 WEST EDINGER AVENUE, UNIT V {STRATEGIC PLAN NO. 3, 2} — Planning and Building Agency MOTION: Adopt a resolution. RESOLUTION NO. 2018-089 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA EXTENDING CONDITIONAL USE PERMIT NOS. 2016-29, 2016-30 AND 2016-33 FOR ONE YEAR FOR THE MAJESTY RESTAURANT LOCATED AT 5015 WEST EDINGER AVENUE, UNIT V MOTION: Benavides VOTE: AYES: NOES: ABSTAIN: ABSENT: REPORTS SECOND: Martinez Benavides, Martinez, Pulido, Solorio, Tinajero, Villegas (6) None (0) None (0) Sarmiento (1) 65A. CITY OF SANTA ANA GENERAL PLAN UPDATE - STATUS REPORT AND POLICY FRAMEWORK DOCUMENT {STRATEGIC PLAN NO. 3, 2A} — Planning and Building Agency The following spoke on the matter: Paul Berry, in support of Community Choice Aggregations (CCA) development in Orange County. Dale Helvig, express concern of adaptive re -use ordinance focus area labeled as land use professional administrative office and possible misinterpretation by the general public. CITY COUNCIL MINUTES 24 DECEMBER 4, 2018 1 OA -24 Robin Ganahl, with Climate Action Campaign, addressed City Council to express support for climate action plan. MOTION: Receive and file City of Santa Ana General Plan Policy Framework report including Vision Statement, Core Values, Goals, Policies and draft Focus Area Map. MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Villegas Benavides, Martinez, Pulido, Solorio, Tinajero, Villegas (6) None (0) None (0) Sarmiento (1) 65B. REPORT ON THE EFFECTIVENESS OF THE HOUSING OPPORTUNITY ORDINANCE AND NEXT STEPS IN DEVELOPING POLICY OPTIONS FOR FUTURE CONSIDERATION {STRATEGIC PLAN NO 5, 3} — Community Development Agency and Planning and Building Agency Council discussion ensued: Mayor Pro Tem Martinez, asked staff to provide update and future policy considerations. Planning and Building Safety Executive Director Minh Thai, noted ordinance was adopted in November 2011, stipulated review timeline set for December 31, 2018, and review indicates ordinance has been unsuccessful in creating affordable housing within a mixed income environment. Recommendation to reach out to housing community to evaluate potential improvements to ordinance and will provide City Council with refinements in three months. The following spoke on the matter: Isuri Ramos, on behalf of Kennedy Commission, expressed support of Housing Opportunity Ordinance. Council discussion continued: Councilmember Solorio, directed staff to research program flexibility and possibility to focus on rehabilitation projects in addition to single family and new construction projects. Noted new construction subsidies can be as high CITY COUNCIL MINUTES 25 1 OA -25 DECEMBER 4, 2018 as $200 thousand per unit while rehabilitation units can be substantially less and can add affordability covenants; potential of innovative proposals; and possible rental assistance programs. Councilmember Benavides, supportive of comments made by Councilmember Solorio, Urged Council to ensure needs are addressed. Mayor Pro Tem Martinez, noted total in -lieu fees collected at $13.8 million and have resulted in 108 units being developed; estimated cost per square foot is substantially high; and other cities practice to charge developers. Opined need to develop onsite with mixed income units and importance to provide housing solutions for all residents. MOTION: Receive and file. MOTION: Benavides VOTE: AYES: NOES: ABSTAIN: ABSENT: PUBLIC HEARING SECOND: Solorio Benavides, Martinez, Pulido, Solorio (4) None (0) None (0) Sarmiento, Tinajero, Villegas (3) 75A. PUBLIC HEARING: ISSUANCE OF TAX EXEMPT BONDS (TEFRA) FOR THE BENEFIT OF AQUA APARTMENTS LOCATED AT 317 EAST 17TH STREET AND RESOLUTION APPROVING THE ISSUANCE OF BONDS {STRATEGIC PLAN NO. 5, 3) - Community Development Agency Legal Notice published in the Orange County Reporter on November 16, 2018. Mayor Pulido opened the Hearing Hearing closed. MOTION: There were no speakers and the 1. Conducted a new Tax Equity and Fiscal Responsibility Act Hearing in consideration of the issuance of tax exempt bond financing by the California Statewide Communities Development Authority on behalf of Aqua Housing LP (the "Borrower"), for the benefit of Aqua Apartments (the "Project") to finance the acquisition, rehabilitation, improvement, and equipping of the Project, a 57 -unit CITY COUNCIL MINUTES 26 DECEMBER 4, 2018 1 OA -26 multifamily rental housing project located at 317 East 17th Street, Santa Ana, California. 2. Adopt a resolution. RESOLUTION NO. 2018-090 - 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 AQUA APARTMENTS MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Solorio Benavides, Martinez, Pulido, Solorio (4) None (0) None (0) Sarmiento Tinajero, Villegas (3) COUNCIL AGENDA ITEMS Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. 85A. DISCUSS AND GIVE DIRECTION TO STAFF RELATED TO COUNTY STAFF'S CONTINUED INTENT TO RE -OPEN ARMORY HOMELESS SHELTER IN THE DELHI NEIGHBORHOOD IN SANTA ANA, DESPITE THE CITY OF SANTA ANA'S OPPOSITION LETTER- COUNCILMEMBER SOLORIO Council discussion ensued: Councilmember Solorio, spoke on opportunity to work with County and State, opening of the new shelter, and requests made to County to not open Armory shelter. Directed staff to communicate with School District, Head Start program, and Delhi Community Center to address possible mitigation and potential partnership to try and stop shelter from opening; research elements to oppose shelter; and pursue all options to address community concerns. Councilmember Villegas, supportive of reaching out to County. Opined there is no need for Armory shelter. Mayor Pro Tem Martinez, unsupportive of opening of Armory Shelter. Noted continued efforts to communicate with County to express opposition and need to hold County accountable. CITY COUNCIL MINUTES 27 DECEMBER 4, 2018 1 OA -27 85B, DISCUSS OPTIONS ON HOUSING SOLUTIONS AND CONSIDERATION OF JUST CAUSE EVICTION ORDINANCE; AND NEXT STEPS REGARDING HOMELESS EFFORTS, THE LINK, AND PERMANENT SHELTER WITH COUNTY — MAYOR PRO TEM MARTINEZ AND COUNCILMEMBER BENAVIDES Mayor Pro Tem Martinez, commended police department for their efforts in dealing with homeless crises. Directed staff to place weekly Nixel and social media alerts to inform community with ongoing efforts to address homeless issue concerns. The following spoke on the matter: • Bill Christiansen, on behalf of the Apartment Association of Orange County, requested City Council to continue item and engage industry community. • Luis Sarmiento, opined need for growth and development without displacement of residents. Supportive of item. • Mextli Lopez, in support of item. • Isuri Ramos, expressed support for item. • Ugochi Nicholson, on behalf of Public Law Center, urged City Council to adopt a just cause eviction ordinance. • Hairo Cortes, opined ordinance will create a transparent relationship between renter and landlord. • Nancy Mejia, urged City Council to adopt a just cause eviction. • Karen Rodriguez, opined a just cause eviction ordinance will protect the most vulnerable members. In support of item. • Alma Leyva, opined a just cause eviction ordinance is a key solution. • Alexis Teodoro, opined living with housing insecurity is unacceptable • Idalia Rios, requested City Council to support just cause eviction. • Silvia Avendano, in support of just cause eviction. • Sarai Arpero, urged City Council to adopt just cause eviction. • Laura Pantoja, in support of just cause eviction. Council discussion ensued. Councilmember Benavides, opined renters who raise unacceptable living condition concerns face retaliatory evictions, community facing eviction have real concerns, and asked City Attorneys to clarify actions Council may take. City Attorney Carvalho, noted charter allows City Council to post an item on the agenda, past process provides Council to instruct staff to prepare ordinance, and to provide Council with recommendations; Brown Act requires City to identify action on the agenda. Recommended City Council to direct staff to introduce ordinance through established process. CITY COUNCIL MINUTES 28 DECEMBER 4, 2018 1 OA -28 Councilmember Benavides, requested Community Development Executive Director Steven Mendoza to provide possible options on how to proceed in the near future. Director Mendoza, noted goal to ensure staff and legal department has opportunity to review and follow established process and to provide City Council with financial impact analysis and recommendations. Councilmember Benavides, opined future City Council will need to determine whether or not to take action and noted opportunity for discussion. Mayor Pro Tem Martinez, opined homeless crises has affected all, need to build the right type of housing in our community, and need to think like a global city. Councilmember Tinajero, noted more than 50% of Santa Ana residents are renters, lack of adequate housing affects economy, and the only way to fight special interest groups is to transition towards ward -based elections. Supportive of item. Motioned to prepare ordinance for first reading and adoption at next meeting. Seconded by Mayor Pro Tem Martinez. Councilmember Villegas, in support of holding questionable landlords accountable, protecting affected renters, and for Council to represent all communities. Noted past efforts to meet with all groups to open a dialogue have been unanswered. Directed staff to provide statistics of renters being evicted. Unsupportive of creating an ordinance that will affect the entire city without first meeting with all groups. Councilmember Solorio, noted past success in passing innovative affordable housing projects and noted over 1,500 units are pending. Supportive of expanding rental assistance program, tenant first right of refusal option, and continued expansion of affordable housing programs. Directed staff to work with Mercy House in developing flyer to highlight services, to improve inbound communication lines addressing the issue of homelessness and encampments, and to commence tracking metrics and data. Mayor Pulido unsupportive of item. MOTION: Tinajero VOTE: AYES: NOES: ABSTAIN: SECOND: Martiez Benavides, Martinez, Tinajero (3) Pulido, Villegas, Solorio (3) None (0) CITY COUNCIL MINUTES 29 DECEMBER 4, 2018 1 OA -29 ABSENT: Sarmiento (1) *Motion failed 3-3 vote. RECESSED CITY COUNCIL MEETING AND CONVENED THE HOUSING AUTHORITY MEETING AT 10:03 P.M., FOLLOWED BY THE SUCCESSOR AGENCY MEETING AT 10:04 P.M. AND RECONVENED THE COUNCIL MEETING WITH SAME MEMBERS PRESENT AT 10:05 P.M. COMMENTS 90A. CITY MANAGER'S COMMENTS City Manager Godinez, provided update on Incident Action Plan efforts and opening of Bristol Street bicycle protected bike lane. PUBLIC COMMENTS (Non-Agendized Items) Dale Helvig, expressed opposition to 2525 Main Street development. Ryan Reza Farsai, expressed concern over current state of our democracy. • Carlo Bonanni, expressed support for multi -family housing projects. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Tinajero, noted efforts to create opportunity for students to obtain experience in government. Thanked staff for their work and efforts over the past 12 years. Mayor Pro Tem Martinez, provided oral report on Economic Development, Infrastructure, Budget and Technology Committee meeting. Spoke on her efforts and successes over the past 12 years. Thanked staff for their work and efforts over the past 12 years. Councilmember Solorio, thanked staff for their work and efforts in opening the Link shelter. Councilmember Villegas, provided report on attendance at Wilshire Square Neighborhood Association Christmas Parade event. CITY COUNCIL MINUTES 30 DECEMBER 4, 2018 1 OA -30 Councilmember Benavides, spoke on past efforts over the past 12 years to address community issues. ADJOURNED- 10:27 P.M. - The next meeting of the City -Council -is -scheduled -For Tuesday, December 11, 2018 at 6:00 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Maria D. Huizar Clerk of the Council FUTURE AGENDA ITEMS • 2019 City Council and Council Committee Meeting Schedule • Regional Board Appointments • Mid -Year Budget Review • Trash Contract • Policy on Use of General Reserve and Enterprise Funds CITY COUNCIL MINUTES 31 DECEMBER 4, 2018 1 OA -31 1 OA -32 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: STRATEGIC PLAN MONTHLY REPORT FOR NOVEMBER 2018 {STRATEGIC PLAN NO. 5, 1} I ClW MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on V1 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the Strategic Plan Monthly Report for November 2018. DISCUSSION The November 2018 monthly report provides departmental activity in alignment with the stated goals of the Strategic Plan. The report includes tasks, next steps, outcomes and percentage completed for each strategy. The Strategic Plan Monthly Reports are available on the City's website at: https•//www santa-ana ora/cm/creating-our-future-strategic-planning-process. STRATEGIC PLAN ALIGNMENT This item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this item. 19C-1 19C-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: RECEIVE AND FILE NONPROFIT COMMUNITY DEVELOPMENT BLOCK GRANT APPLICATION PROCESS FOR FISCAL YEAR 2019 - 2020 {STRATEGIC PLAN NO. 5} r C Y MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1$' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file nonprofit Community Development Block Grant application process for Fiscal Year 2019 — 2020. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION MEETING At its regular meeting on October 24, 2018, by a vote of 5:1 the Community Redevelopment and Housing Commission recommended that the City Council receive and file the Nonprofit Community Development Block Grant Application for Fiscal Year 2019 - 2020. DISCUSSION As an entitlement jurisdiction the City receives an annual allocation of Community Development Block Grant (CDBG) funds from the United States Department of Housing and Urban Development (HUD) to improve low to moderate -income neighborhoods, eliminate blight and encourage economic development. These funds are used for a diverse range of programs including affordable housing, street improvements, park and public facilities improvements, small business start-up grants, code enforcement and public services. The City's CDBG allocation for Fiscal Year (FY) 2019 - 2020 is estimated to be $5,816,959, based on the current year allocation. The City may use a maximum of fifteen percent of this allocation or $872,543 to fund public service programs provided by nonprofit organizations. On January 2, 2019 staff will release an application for nonprofits to apply for the estimated $872,543 in CDBG funding for FY 2019 - 2020. These amounts are subject to adjustment based upon the actual CDBG allocation from HUD following the approval of the Federal FY 2019 Budget. 19D-1 Nonprofit CDBG Application Process for FY 2019 - 2020 December 18, 2018 Page 2 Funding will be available for experienced nonprofit organizations for the provision of public services for the following priorities: 1) Crime prevention, intervention, and/or suppression efforts for children, youth and/or families; 2) Economic development; 3) Tenant services, assistance and programs; or 4) A Summer Night Lights Program. Proposed programs are required to meet the national objective of an activity that provides a benefit to low- and moderate -income persons and align with the City's Strategic Plan. Nonprofit organizations will have the option of submitting a joint application with other nonprofit organizations to encourage collaboration and non -duplication of efforts in our nonprofit community. As in prior years, organizations will be able to apply for a minimum of $30,000 or a maximum of $75,000 per program. Organizations that submit a joint application may request a maximum of $150,000. Applications will be made available online through a grant management application accessible through the City's website. The grant management application allows for online application submission, rating, and reporting. Staff will be available to assist nonprofits with technical support throughout the application process. The review of applications and recommendations for funding will be performed by the Community Redevelopment and Housing Commission (CRHC). The recommendations from the CRHC will then go to City Council for final consideration and approval. The following is the timeline for this year's application process: Dates Actions January 2, 2019 - Applications distributed to Nonprofit Organizations for Fiscal Year 2019 - 2020 February 4, 2019 - Applications due by 5:00 PM February 5 - March 7, 2019 - Community Redevelopment & Housing Commission review and scoring of applications February 26, 2019 and February 28, 2019 - CRHC Public Hearings for CDBG funding recommendations held from 3:OOPM - 7:OOPM March 7, 2019 - Special CRHC Meeting to deliberate and review scores March 27, 2019 - CRHC Meeting: funding recommendations approved and recommended for approval to City Council April 16, 2019 - City Council Public Hearing for CDBG Program funding approval Nonprofit outreach efforts will include a Nixle press release, a post on the City's Facebook page, e-mails to an internal nonprofit e-mail distribution list, an e-mail to nonprofits on the City's business license list, and a dedicated CDBG webpage at www.santa-ana.orq/cdbq with information on the Nonprofit CDBG Application process. 19D-2 Nonprofit CDBG Application Process for FY 2019 - 2020 December 18, 2018 Page 3 The Nonprofit Community Development Block Grant Application for FY 2019-2020 (Exhibit 1) is attached to this staff report for review by the Council. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 5 Community Health, Livability, Engagement & Sustainability. FISCAL IMPACT There is no fiscal impact associated with this action. Steven A. Mendoza Executive Director Community Development Agency Exhibit: 1. Draft Nonprofit Community Development Block Grant Application FY 2019-2020 19D-3 19D-4 Application EXHIBIT 1 City of Santa Ana- CDBG City of Santa Ana Community Development Block Grant FY 2019-2020 (Nonprofit Application) City of Santa Ana- CDBG DESCRIPTION OF COMMUNITY DEVELOPMENT BLOCK GRANT • Minimum Amount of Funding Available Per Program: $30,000 • Maximum Amount of Funding Available Per Program: $75,000 • Organizations that submit a joint application may request a maximum of $150,000 The U.S. Department of Housing and Urban Development (HUD) Community Development Block Grant (CDBG) program is a flexible program that provides communities with resources to address a wide range of unique community development needs. The program provides annual grants on a formula basis to entitled cities and counties to develop viable urban communities by providing decent housing and a suitable living environment, and by expanding economic opportunities, principally for low- and moderate -income persons. Available Funding and Priorities Funding will be available to experienced nonprofit organizations for the provision of public services for the following priorities: 1. Crime prevention, intervention, and/or suppression efforts for children, youth and/or families; 2. Economic development; 3. Tenant services, assistance and programs; or 4. A Summer Night Lights Program. Programs will be funded from July 1, 2019 through June 30, 2020. Organization Requirement Nonprofit organizations must be in good standing and have no outstanding monitoring findings prior to a 2019-2020 CDBG award. All nonprofit applicants must be able to document 501(c)(3) status. Applicants whose status is pending at the time of application will not be considered for funding. City of Santa Ana Community Development Block Grant FY 2019 - Printed On: 29 November 2018 2020 (Nonprofit Application) 19D-5 Application EXHIBIT 1 City of Santa Ana- CDBG Nonprofit Organization Collaboration Nonprofit organizations may submit a joint application with other nonprofit organizations. Collaborating nonprofit organizations must meet all of the application requirements. Cost Reimbursement Agreement Grants are provided through a Cost Reimbursement Subrecipient Agreement. Reimbursement requests must be submitted to the City on a quarterly basis. Organizations must have enough working capital to continue services until a reimbursement request can be processed by the City. Only eligible CDBG expenses will be reimbursed. The term of the agreement will be July 1, 2019 through June 30, 2020. Insurance Requirement Organizations approved for CDBG funding will be required to obtain a minimum of $1,000,000 general liability insurance, automobile insurance, and workers' compensation insurance for the term of the contract. In addition, the City must be listed as additionally insured via an endorsement with the endorsement stating that the insurance is primary and noncontributory. Eligible Activities Requirement This application is intended to request funds to support eligible public service programs. Under 24 CFR 570.201(e) - Provision of public services (including labor, supplies, and materials) including but not limited to those concerned with employment, crime prevention, child care, health, drug abuse, education, fair housing counseling, energy conservation, welfare (but excluding the provision of income payments identified under §570.207(b)(4)), homebuyer downpayment assistance, or recreational needs. To be eligible for CDBG assistance, a public service must be either a new service or a quantifiable increase in the level of an existing service above that which has been provided by or on behalf of the City. For fiscal year 2019-2020, the following priorities have been established: 1. Crime prevention, intervention, and/or suppression efforts for children, youth and families; 2. Economic Development; 3. Tenant services assistance programs; 4. A Summer Night Lights Program. National Obiective Requirement The proposed program must meet the National Objective requirement for activities that provide a benefit to low- and moderate -income persons. At a minimum the program must serve 51% low- and moderate- income persons. In general, to document compliance with this National Objective, funded programs will require the collection, calculation, and documentation of the participant's family size and income. City of Santa Ana Community Development Block Grant FY 2019 - Printed On: 29 November 2018 2020 (Nonprofit Application) 19D-6 Application EXHIBIT 1 City of Santa Ana- CDBG City of Santa Ana Consolidated Plan Priority Need Requirement Applications for fiscal year 2019-2020 must meet a priority need in the Consolidated Plan. The Consolidated Plan can be found by clicking here. City of Santa Ana Strategic Plan Goal Requirement The City requires that the proposed program align with a goal in the City's Strategic Plan. The following goals apply to public service program and are listed with additional detail in Question # 10 of the application: 1. Community Safety; 2. Youth, Education, Recreation; 3. Economic Development; 4. Community Health, Livability, Engagement & Sustainability. To access the full text of the Strategic Plan, please Click Here. Federal Requirements Resource Links If funded, organizations will also need to comply with several federal requirements. For more information on these requirements organizations should view the following websites: • Playing by the Rules -A Handbook for CDBG Subrecipients on Administrative Systems • Guide to National Objectives and Eligible Activities for CDBG Entitlement Communities • Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards • CDBG Federal Regulations at 24 CFR Part 570 Workforce Collaboration Requirement All applicants approved for CDBG funding will be required to enter into a Memorandum of Understanding (MOU) with the Santa Ana WORK Center. The purpose is to establish a cooperative working relationship between the parties in order to provide program beneficiaries with information about WORK Center opportunities to find better jobs and careers. Additional Requirements This application will be available for public display. Therefore, do not include any information that is subject to state or federal confidentiality regulations (i.e. an address to a domestic violence shelter). City of Santa Ana Community Development Block Grant FY 2019 - Printed On: 29 November 2018 2020 (Nonprofit Application) 19D-7 Application EXHIBIT 1 City of Santa Ana- CDBG The attached application contains several questions regarding city residents. Residency of participants is determined by the last permanent address. The City will hold organizations accountable for the information included, such as expected service level. Review of Applications Applications will be reviewed in the following order: 1. City staff will conduct a Minimum Threshold Review of the application to verify that it is complete and in compliance with the eligibility of the CDBG program. 2. The Community Redevelopment and Housing Commission (CRHQ will: o Review all of the applications. o Hear presentations from all of the applicants. o Consolidate their scores and recommendations to award funds to specific programs to the City Council for final consideration. 3. City Council will review the recommendations provided by the CRHC for funding to determine which programs and activities will be funded to most effectively serve the needs of the community. Anticipated Timeline • January 2, 2019 o Applications distributed to Nonprofit Organizations for the 2019-2020 Fiscal Year • February 4, 2019 o Applications due by 5:00 p.m. • February 5, 2019 through March 7, 2019 o Community Redevelopment & Housing Commission review and scoring of applications • February 26, 2019 and February 28, 2019 o CRHC Public Hearings for CDBG funding recommendations held from 3:OOPM - 7:OOPM • March 7. 2019 o Special CRHC Meeting to deliberate and review scores • March 27, 2019 City of Santa Ana Community Development Block Grant FY 2019 - Printed On: 29 November 2018 2020 (Nonprofit Application) 1901-8 EXHIBIT 1 Application City of Santa Ana- CDBG o CRHC Meeting: funding recommendations approved and recommended for approval to City Council • April 16, 2019 o City Council Public Hearing for CDBG Program funding approval Mandatory Workshop (Must attend at least one) • Tuesday, April 23, 2019: 9:OOAM o Ross Annex, Room 1600 • Wednesday, April 25,2019: 9:OOAM o Ross Annex, Room 1600 If there is a question about any part of the application please contact City staff at CDBG- ESGgrantsCDsanta-ana.org or (714) 647-6561. APPLICATION FOR SUBRECIPIENT PROPOSALS DUE DATE: Monday, February 4, 2019 at 5:0013M APPLICATIONS MUST BE SUBMITTED NO LATER THAN 5:00PM ON MONDAY, FEBRUARY 4, 2019. ABSOLUTELY NO LATE APPLICATIONS WILL BE ACCEPTED. An email receipt notification will be sent upon completion of the application. If you do not receive an email please contact City staff at (714) 647-6561. Do not add extra pages or attachments unless instructed to do so for your application. Any supplemental material such as letters of support, press clippings, etc., will not be accepted as part of your application. Limit responses to the space provided; any additional narrative beyond the provided space will not be considered. Submit one complete application for each proposed program. Financial Statements & Single Audits (Single Audit required if organization expended more than $750,000 of federal funds within a program year) Choices Application Form Staff Listing (Attachment 1) Certifications (Attachment 2) 2019-2020 Proposed Program Budget (Attachment 3) City of Santa Ana Community Development Block Grant FY 2019 - Printed On: 29 November 2018 2020 (Nonprofit Application) 19D-9 EXHIBIT 1 Application City of Santa Ana- CDBG 2018-2019 Current Program Budget (Attachment 4) IRS Nonprofit Designation Letter (Attachment 5) Form 990 (Attachment 6) Board of Directors, By-laws and Articles of Incorporation (Attachment 7) Conflict of Interest Questionnaire (Attachment 8) Financial Statements & Single Audit (Attachment 9) Organization Chart (Attachment 10) Memorandum of Understanding with the Santa Ana WORK Center (Attachment 11) Logic Model (Attachment 12) NOTES: Failure to provide all required information will cause this application to be considered incomplete and the application will not be considered for funding. The City reserves the right to withdraw consideration of this application if evidence of compliance is not provided or if compliance status changes during the application process. The City reserves the right to waive a requirement if it is determined to be in the best interest of the City. PUBLIC SERVICE APPLICATION DUE DATE: 5:00 p.m.. Monday. February 4, 2019. Legal Organization Name* Character Limit., 100 DUNS Number* A DUNS number is a unique nine -character number used to identify your organization. The City uses the DUNS number to report how federal grant money is allocations. DUNS number lookup or registration. Character Limit., 15 Legal Name of Second Organization (if submitting a joint application) Character Limit: 100 DUNS Number of Second Organization (if submitting a joint application) A DUNS number is a unique nine -character number used to identify your organization. The City uses the DUNS number to report how federal grant money is allocations. DUNS number lookup or registration. Character Limit: 100 Is this for a Summer Night Lights Program* A Summer Night Lights program will require a letter of commitment to use a facility from the City of Santa Ana Parks, Recreation, and Services Agency for a City facility (e.g. a Recreation City of Santa Ana Community Development Block Grant FY 2019 - Printed On: 29 November 2018 2020 (Nonprofit Application) 19D-10 Application EXHIBIT 1 City of Santa Ana- CDBG Center) or a letter of commitment from Santa Ana Unified School District for a school district facility (e.g. a school gymnasium or football field). Target areas for the Summer Night Lights Pilot Program are the Townsend/Myrtle Neighborhoods at Jerome Center and Cedar -Evergreen Neighborhood at Madison Elementary School. Choices Yes No Date Organization Founded* Character Limit: 10 Date of Nonprofit Incorporation* Character Limit: 10 SERVICE AND FUNDING Q1. Total number of unduplicated individualsto be served during FY2019-2020 by program* Character Limit: 50 a. Total number of unduplicated individuals (Include Santa Ana and Non -Santa Ana residents)* Character Limit: 50 b. Total numbet of City of Santa Ana residents* Character Limit: 50 c. Percentage of City of Santa Ana residents to be served by the program* Character Limit: 50 d. Total number of participants estimated to be low-income* Character Limit: 50 e. Percentage of participants that are estimated to be low-income* Character limit: 250 Q2. Estimated yearly units of service* (Number of unduplicated individuals multiplied by service visits — i.e. 200 youth x 25 tutoring sessions = 5,000 units of service) Character Limit: 250 Q3. Total CDBG funds requested for FY 2019-2020* ($30,000 Minimum) City of Santa Ana Community Development Block Grant FY 2019 - Printed On: 29 November 2018 2020 (Nonprofit Application) 19D-11 EXHIBIT 1 Application City of Santa Ana- CDBG Character Limit: 20 a. Minimum Willing to Accept to Administer Your Program* ($30,000 Minimum) Character Limit: 20 Q4. Cost per participant* (Total CDBG funds requested divided by total number of participants to be served) Character Limit: 20 Q5. Program History a. Total number of Santa Ana residents served in 2016-17, 2017-18 and projected total for 2018-19* Character Limit: 50 b. Total Program Expense in 2016-17, 2017-18, and projected total for 2018-19* Character Limit: 50 c. Total years the program has been in existence Character Limit: 50 Q6. Name of Program` Character Limit: 250 Q7. Provide a concise description of the proposed program* (300 character maximum) Character Limit: 300 Q8. Provide a detailed description of the proposed program including the following information:* 1. Detailed description of services to be provided 2. Frequency of service delivery (i.e. daily, weekly, monthly); 3. How the service is provided (i.e. one-on-one, classroom settings, home visits, phone referrals); and 4. Target population groups (i.e. youth in specific neighborhoods, homeless, seniors (5,000 character maximum) Character Limit: 5000 City of Santa Ana Community Development Block Grant FY 2019 - Printed On: 29 November 2018 2020 (Nonprofit Application) 19D-12 Application EXHIBIT 1 City of Santa Ana- CDBG Q9. Describe your organization's experience to provide the proposed program or similar programs* (Highlight accomplishments including measurable outputs and outcomes) Character Limit: 5000 Q1O. CDBG applications must meet a specific City of Santa Ana Strategic Plan Goal and Strategy* The goals below have been determined to align with CDBG eligible public service activities. (Please select only one goal and its strategy (ex. Goal #S, strategy 6D) and explain how it aligns with your proposed program. Character Limit: 5000 City of Santa Ana Strategic Plan Goals and Strategies: Goal #1- Community Safety - Enhance Public Safety integration, communications and community outreach: • Strategy 6F -The Santa Ana Police Department will collaborate with the Orange County Probation Department, Orange County Healthcare Agency caseworkers, business community, and associated non-profit organizations to assist in re-entry of recently released offenders into the community. Goal #2 - Youth, Education, Recreation - Expand youth programming: • Strategy 2A - Focus resources on quality youth engagement, enrichment and education programs through community centers, libraries and after-school programs during out- of-school hours. • Strategy 213 - Expand the youth sports program so that youth recreational opportunities are established year- round. • Strategy 4A - Partner with The California Endowment, Santa Ana College, Chapman University, UCI, CSUF, and other institutions of higher education to design career pathway programs that support priority workforce industries (Retail, healthcare, manufacturing, renewable energies) that results in faster reemployment of Santa Ana's residents. • Strategy 413 - Partner with the Santa Ana Unified School District to support and assist in developing pilot youth employment programs aimed at reducing high school dropout rates. • Strategy 4C - Continue to expand services and programs at the senior centers specifically in the areas of continuing education, mentoring and recreation. City of Santa Ana Community Development Block Grant FY 2019 - Printed On: 29 November 2018 2020 (Nonprofit Application) 19D-13 Application Goal #3 - Economic Development EXHIBIT 1 City of Santa Ana- CDBG Strategy SC- Develop a knowledge base to foster economic development by actively partnering with non-profit organizations. Goal #5 - Community Health, Livability, Engagement & Sustainability - Support neighborhood vitality and livability: • Strategy 4D -Implement new Neighborhood Improvement Initiatives focusing on residential areas that have been adversely affected by disinvestment and decline. Program and services from a variety of resources will be utilized to achieve positive and sustainable improvements. • Strategy 5B - Generate public and private support and resources to strengthen, expand and stabilize funding for the arts. • Strategy 6C - Integrate a variety of health and wellness programs into existing programming at each of the city's community/recreation centers (e.g. Develop equitable health access points). • Strategy 6D - Partner with the California Endowment, Schools, charitable foundations and other non-profit organizations to implement health and wellness programming (including a healthy Santa Ana website) based on quantifiable and measurable data. • Strategy 6E - Expand Senior Center programming to provide greater enrichment and explore activities in art, culture and health. Q11. Will this program result in a new service or increase the level on an existing service* Choices Yes No If yes, describe how the new service proposed: 1. Is not a duplication of existing services available; or 2. Demonstrates a quantifiable increase in access and/or the level of an existing service provided to the target population. Character Limit: 5000 Q12. Similar Services* List similar services that are currently provided in the community and describe how the proposed program complements or fills an existing gap in services Character Limit: 2000 City of Santa Ana Community Development Block Grant FY 2019 - Printed On: 29 November 2018 2020 (Nonprofit Application) 10 1901-14 Application EXHIBIT 1 City of Santa Ana- CDBG Q13. Neighborhood Initiative Area* An area that that has been adversely affected by disinvestment and decline is considered a Neighborhood Initiative area. Does the program serve residents of a Neighborhood Initiative area? Target areas for the Summer Night Lights Pilot Program are the Townsend/Myrtle Neighborhoods at Jerome Center and Cedar -Evergreen Neighborhood at Madison Elementary School. Choices Yes No If yes, please describe the area boundaries and reasons the area fits the Neighborhood Initiative criteria. Character Limit: 5000 Q14. Describe the unmet need that the proposed program will address* Character Limit: 5000 Q15. Will the program be conducted within the City of Santa Ana boundaries* Choices Yes No If no, explain how Santa Ana residents will be served Character Limit: 5000 Q16. Organization Participation* List Santa Ana neighborhood associations, local community organizations and/or civic groups the organization participates in and to what extent. Character Limit: 5000 Q17. List the measurable outcomes and outputs you will use to report success of the program* Character Limit: 5000 Q18. Track and Measure Performance* Describe how the organization will track and measure performance outcomes and outputs qualitatively and quantitatively. Character Limit: 5000 Q19. List federal grants that the organization has received within the last 5 years* Include grant amounts, services provided, and outcomes. City of Santa Ana Community Development Block Grant FY 2019 - Printed On: 29 November 2018 2020 (Nonprofit Application) 11 19D-15 Application Character Limit: 5000 EXHIBIT 1 City of Santa Ana- CDBG Q20. Summarize the qualifications of the organization's staff* Please provide the qualifications of the key Program and Administrative staff that will be responsible to provide the services stated and comply with regulatory requirements. This should summarize the information on the Staff Listing attachment. Character Limit: 5000 FILE UPLOADS Please download all forms to your desktop and then fill them out. If you tryto fill out the form from the download screen, the information will not be saved when you try to upload it. Attachment 1- Staff Listing* Form is available here for download. (Include Key Program and Administrative staff who will work on the proposed program) File Size Limit: 1 MB Attachment 2 - Certifications* Form is available here for download. File Size Limit: 1 MB PLEASE COMPLETE THE FOLLOWING FORMS REGARDING BUDGETS 2019-2020 PROPOSED PROGRAM BUDGET (ATTACHMENT 3) 2018-2019 CURRENT PROGRAM BUDGET (ATTACHMENT 4) IMPORTANT NOTICE: The City asks that you list other secured funding sources on the budget forms, but the City realizes that all other funding sources may not be secured at the time of this application. Organizations may include unsecured resources with the understanding that the City will hold the organization to the same service level indicated in the application whether all the resources listed are actually received or not. The only item that will affect the service level expected by the City will be the responses provided under numbers 3 and 3a of this application and the amount of funding provided by the City for the CDBG 2019-2020 grant year. Attachment 3 - 2019-2020 Proposed Program Budget* Form is available here for download. Please note that there are two sheets in the workbook and both need to be filled out. City of Santa Ana Community Development Block Grant FY 2019 - Printed On: 29 November 2018 2020 (Nonprofit Application) 12 19D-16 Application File Size Limit: 1 MB EXHIBIT 1 City of Santa Ana- CDBG Attachment 4 - 2018-2019 Current Program Budget* Form is available here for download. Please note that there are two sheets in the workbook and both need to be filled out. File Size Limit: i MB Attachment 5 - IRS Nonprofit Designation Letter* Please upload a copy of your organization's IRS nonprofit designation letter. File Size Limit:1 MB Attachment 6 - Form 990-- Please 90*Please upload a copy of your organization's Form 990. File Size Limit., 10 MB Attachment 7 - Board of Directors, By -Laws and Articles of Incorporation* Please upload a copy of the organization's current list of Board of Directors, by-laws and articles of incorporation. File Size Limit: 3 MB Attachment 8 - Conflict of Interest Questionnaire* Form is available here for download. File Size Limit: l MB Attachment 9 - Recent Financial Statements and. Single Audit* Please upload a copy of the organizations most recent financial statement and single audit. I you are not required to have a single audit because you have not expended over $750,000 in Federal Funding, please upload a letter stating this. File Size Limit: 10 MB Attachment 10 - Organization Chart* Please upload a copy of your organization chart. File Size Limit: 1 MB Attachment 11- Memorandum of Understanding with the Santa Ana WORK Center* Form is available here to download. File Size Limit: 1 MB City of Santa Ana Community Development Block Grant FY 2019 - Printed On: 29 November 2018 2020 (Nonprofit Application) 13 19D-17 Application EXHIBIT 1 City of Santa Ana- CDBG Attachment 12 - Logic Model* Using the template provided below by the University of Wisconsin, please complete a logic model that will summarize your proposed program on one page including the situation (community need) that you are going to address, the inputs you will use to address that need, your outputs of activities that you will undertake in your program, and the outcomes (short - 3 months, medium - 6 months and long -12 months), that you will achieve. Please ensure you are as detailed as possible to provide your theory or logic of how you will achieve your stated outcomes. Logic Model from University of Wisconsin: https://fyi.uwex.ed u/programdevelopment/logic-models/bibliography/ File Size Limit:1 MB Summer Night Lights Letter of Commitment from Santa Ana Parks, Recreation and Services Agency File Size Limit: 1 MB Summer Night Lights Letter of Commitment from Santa Ana Unified School District File Size Limit: 1 MB City of Santa Ana Community Development Block Grant FY 2019 - Printed On: 29 November 2018 2020 (Nonprofit Application) 14 1901-18 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: 18, 2018 TITLE: RECEIVE AND FILE - FISCAL YEAR 2017-18 COMPREHENSIVE ANNUAL FINANCIAL REPORT, RELATED AUDIT REPORTS, FUND BALANCE REPORT AND GENERAL FUNDS CARRYFORWARD (STRATEGIC PLAN NO. 4, 1) reojIi TY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 1:177:t00cs ❑ As Recommended ❑ As Amended ❑ Ordinance on 18' Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the following items: 1. The Auditor's unmodified "clean" opinion letter for the fiscal year 2017-18 Audited Financial Statements included in the Comprehensive Annual Financial Report (CAFR) 2. Government Auditing Standards (GAS) Letter 3. Audit Committee Letter 4. Air Quality Management District (AQMD) Audited Financial Statements 5. The Auditor's report on the Appropriations Limit (GANN Limit) 6. The Auditor's report on compliance with the Statement of Investment Policy 7. List of all fund balances prepared by staff 8. List of unspent General Fund budget items carried forward from fiscal year 2017-18 to fiscal year 2018-19 DISCUSSION The Finance and Management Services Agency (FMSA) — Accounting Division (Accounting Division) is the lead on various financial audits and separately issued reports compiled and prepared by the City's Independent Auditor, White Nelson Diehl Evans LLP (WNDE). Outlined below is a list of the reports and related status. AUDITED REPORTS: Audited Financial Statements - Comprehensive Annual Financial Report for the Fiscal Year Ended June 30, 2018 Annually, the Accounting Division prepares a CAFR which includes the city's audited financial statements and statistical information for each fiscal year. The CAFR is prepared in accordance with Generally Accepted Accounting Principles (GAAP) along with the reporting requirements set forth by the Governmental Accounting Standards Board (GASB). The City's independent public accounting firm, WNDE, audits the financial statements, reviews other financial items at the City's request, and issues reports. 19E-1 Fiscal Year 2017-18 Comprehensive Annual Financial Report December 18, 2018 Page 2 The Accounting Division is pleased to report that the City received a clean opinion, which is considered the most favorable conclusion for the Audit. The clean opinion indicates that the City's financial statements present fairly, in all material respects, the financial position of the City, changes in financial position, and cash flows for the fiscal year ended June 30, 2018. The Executive Director of FMSA is also pleased to report that the Accounting Division staff worked diligently to issue the CAFR by December 7th, which is an excellent accomplishment for a large organization. The CAFR, which includes the audited financial statements, for the fiscal year -ended June 30, 2018 is posted and available on the City's website (https://www.santa- ana.org/finance/comprehensive-annual-financial-reports-cafr-and-other-financial-reports) along with prior fiscal years. Furthermore, the report was submitted to the Government Finance Officers Association's Certificates of Achievement for Excellence in Financial Reporting Program. The award is the highest form of recognition in governmental accounting and financial reporting. In addition, the City has received this prestigious award for forty consecutive years. Note: Bound copies of the CAFR were provided to City Council separately. An electronic copy is available on the City website mentioned above. In addition to the CAFR, WNDE issued the following communication letters: Government Auditing Standards (GAS) Letter Auditor's communication of reportable conditions based on their review of the City's internal controls over financial reporting and on compliance. The results of their review disclosed no instances of noncompliance for the fiscal year 2017-18. Audit Committee Letter Formal communication from the auditor to the City Council, which discloses information related to the audit, including but not limited to the City's accounting practices and implementation of new accounting rules and estimates. Audit of the City's Air Quality Management District (AQMD) Financial Statements Under Assembly Bill 2766 Chapter 1705 [California Health and Safety Code (CHSC) Sections 44220 through 44247] cities and counties receiving the AB 2766 funds are required to separately account for the revenue and to expend the revenue for air pollution reduction measures. The AQMD audit report reflects the City's compliance to such measures. • Staff is pleased to report that the City received a clean opinion on the AQMD audit report and no compliance findings were noted. SEPARATELY ISSUED REPORTS: In addition to the CAFR and the AQMD reports, WNDE performed the following Agreed Upon Procedures (AUP) examinations: Appropriation Limit Calculations, also known as GANN Limit 19E-2 Fiscal Year 2017-18 December 18, 2018 Page 3 Comprehensive Annual Financial Report The GANN limit established the appropriations limit on expenditures for publicly funded programs in accordance with Section 1 of Article XIII of the California Constitution. • Staff is pleased to report that no findings were noted as a result of this AUP Review. City's Compliance with the Statement of Investment Policy The report on the City's Investment Policy is elected to be performed by the City to ensure compliance. • Staff is pleased to report that no findings were noted as a result of this AUP review. Single Audit— Not Included Herein The City is also required to have a Single Audit of federal financial assistance by March 31St following each fiscal year. Staff expects the Single Audit will be issued during February 2019 and will be presented to the City Council and the public on an agenda shortly thereafter. List of all Fund Balances The City uses many funds to account for its financial transactions. Due to the number of funds, many are combined into single columns within the audited financial statements. This practice is common amongst cities, accepted by GASB and the auditors, and results in financial statements that are easier for the public to read. In the interest of full disclosure, staff has prepared a list of all individual funds; including the fund name and number, the financial statement column that includes the fund, the fund balance as of June 30, 2018, and a brief description of the purpose, revenue, and/or restriction. This list is a useful tool for the Council and staff to understand what balances may be available for future initiatives, and what balances may signal the need for a change in budgeting or accounting. General Fund Carry Forward Amounts During and after the close of the fiscal year, the Budget Office received requests via memorandums from departments to carry forward unspent funds from fiscal year 2017-18 to fiscal year 2018-19. The carryforward requests are derived largely because of projects or contracts not completed prior to June 30, 2018. These carryforward requests are reviewed and included in the Assigned Fund Balance classification within the audited financial statements. This means the amounts carried over to the FY18-19 budget are not included in the Unassigned/Undesignated or "Spendable" fund balance at June 30, 2018. Below is the current list of the General Fund carry forward requests submitted by Departments FY 17-18 CARRY FORWARDS TO FY 18-19 Total: 529,871 19E-3 Attu DEPT Prore eUProyram11 -tin® ACCOUNT AMOUNT PD Annual Ammo Purchase 01114410 63001 70,000 PD Maintenance of the Police Department'Jail System(1MS) 01114425 62300 55,000 PWA SARTCMaintenance 01117650 01117650 62300 66200 110,867 178,125 SMSA (Safe Transit Stops) 01117620 6620D 19,778 PWA CDA Greater Santa Ana Vitality 01118810 62300 96,101 Total: 529,871 19E-3 Fiscal Year 2017-18 Comprehensive Annual Financial Report December 18, 2018 Page 4 There are carry forwards for many of the restricted funds as well. The fund balances for restricted funds are already classified as such. Beginning with the carry forward requests for FY18-19 to FY19-20, staff will provide a comprehensive list of all requests, including those for restricted funds, for City Council consideration by the close of the books each year. The Executive Director of FMSA will only recommend carry forwards for non-recurring budget items such as construction projects, studies, or one-time initiatives. Carry forwards for recurring budget items to stockpile appropriations will not be recommended, as the City Council considers adoption of a new budget each year. 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). FISCAL IMPACT There is no fiscal impact associated with this action. Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibits: 1. Audit Opinion Letter 2. Government Auditing Standards (GAS) Letter 3. Audit Committee Letter 4. Air Quality Management District (AQMD) Report 5.GANN Limit Agreed -Upon Procedures Report 6. Investment Policy Agreed -Upon Procedures Report 7. List of all Fund Balances 19E-4 INDEPENDENT AUDITORS' REPORT To the Honorable City Council of the City of Santa Ana Santa Ana, California Report on the Financial Statements EXHIBIT 1 We have audited the accompanying financial statements of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the City of Santa Ana, California (the City), as of and for the year ended June 30, 2018, and the related notes to the basic financial statements, which collectively comprise the City's basic financial statements as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the City's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. 2875 Michelle Drive, Suite 300, Irvine, CA 92606 • Tel: 714.978.1300 • Fax: 714.978.7893 Qju-es located in (� ��mrd Sn Diego Counties Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the City, as of June 30, 2018 and the respective changes in financial position and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter As discussed in Note IE to the financial statements, the City adopted Governmental Accounting Standards Board's Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions, which required retrospective application resulting in a reduction of previously reported net position. Our opinions are not modified with respect to this matter. Other Matters Report on Required Supplementary Information Accounting principles generally accepted in the United States of America require that the Management's Discussion and Analysis, Budgetary Comparison Schedules - General and Major Special Revenue Funds, Notes to the Required Supplementary Information, Schedule of Changes in Net Pension Liability and Related Ratios and Schedule of Plan Contributions for the Miscellaneous, Safety, and Supplementary Retirement Plans, and Schedule of Changes in the Total OPEB Liability and Related Ratios, identified as Required Supplementary Information (RSI) in the accompanying table of contents, be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic or historical context. We have applied certain limited procedures to the RSI in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during the audit of the basic financial statements. We do not express an opinion or provide any assurance on the RSI because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City's basic financial statements. The introductory section, combining and individual non -major fund financial statements and schedules (supplementary information), and statistical section, as listed in the table of contents, are presented for purposes of additional analysis and are not a required part of the basic financial statements. 19E-6 Other Matters (Continued) Other Information (Continued) The supplementary information, as listed in the table of contents, is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the supplementary information is fairly stated in all material respects in relation to the basic financial statements taken as a whole. The introductory and statistical sections have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we express no opinion or provide any assurance on them. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 7, 2018, on our consideration of the City's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control over financial reporting and compliance. A� "X&� IALIf�l val d) &P Irvine, California December 7, 2018 19E-7 19E-8 INDEPENDENT AUDITORS' REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH G 0 VERMWENT A UDITING STANDARDS To the Honorable City Council of the City of Santa Ana Santa Ana, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the City of Santa Ana, California (the City), as of and for the year ended June 30, 2018, and the related notes to the basic financial statements, which collectively comprise the City's basic financial statements and have issued our report thereon dated December 7, 2018. Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the City's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of the City's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. -1- 2875 Michelle Drive, Suite 300, Irvine, CA 92606 • Tel: 714.978.1300 • Fax: 714.978.7893 Officer located in f9L,d gn Diego Counties Compliance and Other Matters As part of obtaining reasonable assurance about whether the City's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Irvine, California December 7 ,2018 -2- 19E-10 To the Honorable City Council of the City of Santa Ana Santa Ana, California EXHIBIT 3 We have audited the financial statements of the governmental activities, business -type activities, each major fund, and aggregate remaining fund information of the City of Santa Ana, California (the City) for the year ended June 30, 2018. Professional standards require that we provide you with information about our responsibilities under generally accepted auditing standards and Government Auditing Standards as well as certain information related to the planned scope and timing of our audit. We have communicated such information in our planning letter to you dated July 23, 2018. Professional standards also require that we communicate to you the following information related to our audit. Significant Audit Findings Qualitative Aspects of Accounting Practices Management is responsible for the selection and use of appropriate accounting policies. The significant accounting policies used by the City are described in Note 1 to the financial statements. As discussed in Note IE to the financial statements, in fiscal year 2017-2018, the City implemented Governmental Accounting Standards Board (GASB) Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions. The adoption of this standard required retrospective application resulting in a reduction of previously reported net position. No other accounting policies were adopted and the application of other existing policies was not changed during the year ended June 30, 2018. We noted no transactions entered into by the City during the year for which there is a lack of authoritative guidance or consensus. All significant transactions have been recognized in the financial statements in the proper period. Accounting estimates are an integral part of the financial statements prepared by management and are based on management's knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from those expected. The most sensitive estimates affecting the City's financial statements were as follows: a. Management's estimate of the fair market value of investments is based on quoted prices in an active market. When quoted prices in active markets are not available, fair values are based on evaluated prices received by the City's broker or custodian. -1- 2875 Michelle Drive, Suite 300, Irvine, CA 92606 • Tet• 714.978.1300 • Fax: 714.978.7893 Offtres located nirDS peadf&I Diego Counties Significant Audit Findings (Continued) Qualitative Aspects of Accounting Practices (Continued) b. Management's estimate of the value of capital assets (infrastructure assets) is based on industry standards. c. The estimated useful lives of capital assets for depreciation purposes are based on industry standards. d. The annual required contributions, pension expense, net pension liability and corresponding deferred outflows of resources and deferred inflows of resources for the City's public defined benefit plans with CalPERS and PARS are based on actuarial valuations provided by CalPERS and an outside consultant, respectively. e. The Other Post -Employment Benefit Plan (OPEB) expense, total OPEB liability, and corresponding deferred outflows of resources and deferred inflows of resources for the City's OPEB plan are based several key assumptions that are set by management with the assistance of an independent third party actuary. These key assumptions include anticipated investment rate of return, health care cost trends, mortality and certain amortization periods. f. Management's estimate of the claims payable liabilities related to general liability and worker's compensation claims are based on actuarial valuations. We evaluated the key factors and assumptions used to develop these estimates in determining that they were reasonable in relation to the financial statements taken as a whole. Certain financial statement disclosures are particularly sensitive because of their significance to financial statement users. The most sensitive disclosures affecting the financial statements were reported in Note IE regarding the restatement of net position, Note 4E regarding the CalPERS defined benefit plans, Note 4F regarding the PARS supplementary retirement plan, and Note 4G regarding the City's OPEB plan. The financial statement disclosures are neutral, consistent, and clear. Difficulties Encountered in Performing the Audit We encountered no significant difficulties in dealing with management in performing and completing our audit. Corrected and Uncorrected Misstatements Professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that are clearly trivial, and communicate them to the appropriate level of management. As a result of our audit related testwork, we proposed no significant corrections to the financial statements. -2- 19E-12 Significant Audit Findings (Continued) Disagreements with Management For purposes of this letter, a disagreement with management is a financial accounting, reporting, or auditing matter, whether or not resolved to our satisfaction, that could be significant to the financial statements or the auditors' report. We are pleased to report that no such disagreements arose during the course of our audit. Management Representations We have requested certain representations from management that are included in the management representation letter dated December 7, 2018. Management Consultations with Other Independent Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters, similar to obtaining a "second opinion" on certain situations. If a consultation involves application of an accounting principle to the City's financial statements or a determination of the type of auditor's opinion that may be expressed on those statements, our professional standards require the consulting accountant to check with us to determine that the consultant has all the relevant facts. To our knowledge, there were no such consultations with other accountants. Other Audit Findings or issues We generally discuss a variety of matters, including the application of accounting principles and auditing standards, with management each year prior to retention as the City's auditors. However, these discussions occurred in the normal course of our professional relationship and our responses were not a condition to our retention. Other Matters We applied certain limited procedures to the Management's Discussion and Analysis, Budgetary Comparison Schedules - General and Major Special Revenue Funds, Notes to the Required Supplementary Information, Schedule of Changes in Net Pension Liability and Related Ratios and Schedule of Plan Contributions for the Miscellaneous, Safety, and Supplementary Retirement Plans, and Schedule of Changes in the Total OPEB Liability and Related Ratios, which are required supplementary information (RSI) that supplements the financial statements. Our procedures consisted of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We did not audit the RSI and do not express an opinion or provide any assurance on the RSI. -3- 19E-13 Other Matters (Continued) We were engaged to report on the combining and individual non -major fund financial statements and schedules (supplementary information), which accompany the financial statements but are not RSI. With respect to this supplementary information, we made certain inquiries of management and evaluated the form, content, and methods of preparing the information to determine that the information complies with accounting principles generally accepted in the United States of America, the method of preparing it has not changed from the prior period, and the information is appropriate and complete in relation to our audit of the financial statements. We compared and reconciled the supplementary information to the underlying accounting records used to prepare the financial statements or to the financial statements themselves. We were not engaged to report on the introductory and statistical sections, which accompany the financial statements but are not RSI. We did not audit or perform other procedures on this other information and we do not express an opinion or provide any assurance. Upcoming Changes in Accounting Standards and Regulatory Updates Procurement Rules under Uniform Guidance The Uniform Guidance has different procurement rules than those previously required by the Circular A-133. Due to the work required by nonfederal entities to implement these new rules, a two- year grace period was given. In May 2018, an additional one-year grace period was given. Beginning July 1, 2018, nonfederal entities will be required to comply with all of the Uniform Guidance procurement rules. Included in these new rules is the requirement for written policies and procedures. Commencing with the fiscal year 2018-2019 audits, auditors will request the written policies of the nonfederal entity for all single audits and reviewing the procurement policies and procedures for compliance with the Uniform Guidance procurement rules. Restriction on Use This information is intended solely for the information and use of City Council and management of the City, and is not intended to be, and should not be, used by anyone other than these specified parties. Irvine, California December 7, 2018 -4- 19E-14 EXHIBIT 4 CITY OF SANTAANA, CALIFORNIA AIR QUALITY IMPROVEMENT SPECIAL REVENUE FUND FINANCIAL STATEMENTS WITH REPORT ON AUDIT BYINDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR ENDED NNE 30, 2018 19E-15 CITY OF SANTA ANA, CALIFORNIA AIR QUALITY IMPROVEMENT SPECIAL REVENUE FUND TABLE OF CONTENTS For the year ended June 30, 2018 Page Number Independent Auditors' Report Financial Statements: Balance Sheet Statement of Revenues, Expenditures and Changes in Fund Balance Notes to Financial Statements Required Supplementary Information: 10 Statement of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual I 1 Independent Auditors' Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 19E-16 12 INDEPENDENT AUDITORS' REPORT The Honorable Mayor and Members of the City Council of the City of Santa Ana Santa Ana, California Report on the Financial Statements We have audited the accompanying financial statements of the Air Quality Improvement Special Revenue Fund (AQMD) of the City of Santa Ana, California (the City), as of and for the year ended June 30, 2018, and the related notes to the financial statements, as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the City's preparation and fair presentation of the AQMD's financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. -1- 2875 Michelle Drive, Suite 300, Irvine, CA 92606 • Tel. 714.978.1300 • Fax: 714.978.7893 Offices located iia.Uf? Diego Counties Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Air Quality Improvement Special Revenue Fund of the City of Santa Ana, California as of June 30, 2018, and the changes in financial position thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter As discussed in Note 1, the financial statements present only the Air Quality Improvement Special Revenue Fund and do not purport to, and do not present fairly the financial position of the City of Santa Ana, California, as of June 30, 2018, and the changes in its financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the Statement of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual, identified as Required Supplementary Information (RSI) in the accompanying table of contents, be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic or historical context. We have applied certain limited procedures to the RSI in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during the audit of the basic financial statements. We do not express an opinion or provide any assurance on the RSI because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Management has not presented the management's discussion and analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the basic financial statements. Such missing information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. Our opinion on the AQMD's basic financial statements is not affected by this missing information. -2- 19E-18 Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 7, 2018, on our consideration of the internal control over the financial reporting of the AQMD and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the internal control over the financial reporting and compliance of the AQMD. `/&4nj ,;.Vey �o Irvine, California December 7, 2018 -3- 19E-19 CITY OF SANTA ANA, CALIFORNIA AIR QUALITY IMPROVEMENT FUND BALANCE SHEET June 30, 2018 ASSETS: Cash and investments Intergovernmental receivable Interest receivable TOTAL ASSETS LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCE: LIABILITIES: Accounts payable DEFERRED INFLOWS OF RESOURCES: Unavailable revenues FUND BALANCE: Restricted for air quality improvement TOTAL LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCE See accompanying notes to financial statements. 19E-20 $ 1,103,472 112,379 4,144 $ 1,219,995 $ 6,055 1,741 1,212,199 $ 1,219,995 CITY OF SANTA ANA, CALIFORNIA AIR QUALITY IMPROVEMENT FUND STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE For the year ended June 30, 2018 REVENUES: Motor vehicle fees Investment income Miscellaneous TOTAL REVENUES EXPENDITURES: Direct program Administrative TOTAL EXPENDITURES EXCESS OF REVENUES OVER EXPENDITURES FUND BALANCE, BEGINNING OF YEAR FUND BALANCE, END OF YEAR See accompanying notes to financial statements. -5- 19E-21 $ 436,605 15,516 2,255 454,376 451,905 3,700 455,605 (1,229) 1,213,428 $ 1,212,199 CITY OF SANTA ANA, CALIFORNIA AIR QUALITY IMPROVEMENT SPECIAL REVENUE FUND NOTES TO FINANCIAL STATEMENTS June 30, 2018 1. GENERAL: The financial statements are intended to reflect the financial position and changes in the financial position attributable to the Air Quality Improvement Special Revenue Fund (AQMD) of the City of Santa Ana, California (the City). These financial statements are exclusively for AQMD and do not purport to, and do not present fairly the financial position and changes in the financial position for the City. The South Coast Air Quality Management District (SCAQMD) is authorized under Assembly Bill 2766 (AB 2766) Chapter 1705 [California Health and Safety Code (CHSC) Sections 44220 through 442471 to impose a motor vehicle registration fee to be used by the SCAQMD and local governments specifically for programs to reduce air pollution from mobile sources and related planning, monitoring, enforcement, and technical studies necessary for the implementation of the California Clean Air Act of 1988. The California Department of Motor Vehicles collects the vehicle registration fee and subvenes it to SCAQMD. Upon receipt, the vehicle registration fee is split into segments with 40% of the revenue place in a special revenue fund designated as the Air Quality Improvement Trust Fund for quarterly distribution to local governments. CHSC Section 44243 requires cities and counties receiving the AB 2766 funds to separately account for the revenues and to expend the revenues for air pollution reduction measures pursuant to the California Clean Air Act of 1988 or the SCAQMD's Air Quality Management Plan pursuant to Article 5 of Chapter 5.5 of Part 3 of the CHSC. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: A. Fund Accounting: The financial activity of the City is accounted for on the basis of funds, each of which is considered a separate accounting entity with a self -balancing set of accounts. Monies under AB 2766 are accounted for in the Air Quality Improvement Special Revenue Fund, which is a special revenue fund. B. Measurement Focus and Basis of Accounting: The accounting and financial reporting treatment is determined by the applicable measurement focus and basis of accounting. Measurement focus indicates the type of resources being measured such as current financial resources or economic resources. The basis of accounting indicates the timing of transactions or events for recognition in the financial statements. -6- 19E-22 CITY OF SANTA ANA, CALIFORNIA AIR QUALITY IMPROVEMENT SPECIAL REVENUE FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) June 30, 2018 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): B. Measurement Focus and Basis of Accounting (Continued): AQMD's financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the government considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. C. Budgetary Accounting: The City's fiscal year begins on July 1 of each year and ends June 30 the following year. On or before the fifteenth of June of each year, the City Manager recommends and submits to the City Council a proposed budget for the next ensuing fiscal year based on a detailed financial plan prepared by the heads of the various offices, agencies and departments of the City and its component units. Upon receipt of the proposed budget, the Council holds a public hearing wherein the public is given an opportunity to be heard, after which the Council may make any revisions deemed. advisable. After the conclusion of the public hearing,. the Council may make modifications with the affirmative vote of at least a majority of its members. On or before the thirty-first day of July, the City Council adopts the budget as amended by the affirmative vote of at least a majority of its members. Upon final adoption, the budget is in effect for the ensuing fiscal year and becomes the authority for the various offices, agencies, and departments to expend subject to controls established by the City Charter. At any meeting after the adoption of the budget, the City Council may amend or supplement the budget by affirmative vote of at least two-thirds of the members so as to authorize the transfer of unused balances appropriated for one purpose to another purpose, or to appropriate available revenue not included in the budget. Where appropriations are made to offices, departments, or agencies for more than one activity or program, "appropriations" are considered in the aggregate with respect to total expenditures authorized for that office, department or agency within each fund, limited to purposes for which the revenues of such funds are to be spent. The City Manager is authorized to make revisions among the items included in such appropriations if, in his opinion, such revisions are necessary and proper. Budgetary control exists at the department level. Council action is necessary for transfers between departments/agencies or transfers between funds. During the fiscal year, all budget and supplemental amendments were necessary and made in a legally permissible manner. -7- 19E-23 CITY OF SANTA ANA, CALIFORNIA AIR QUALITY IMPROVEMENT SPECIAL REVENUE FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) June 30, 2018 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): C. Budgetary Accounting (Continued): The City legally adopts annual budgets for the Special Revenue Funds including the Air Quality Improvement Special Revenue Fund. The budgetary control for the Special Revenue Funds is under the department in charge. The Air Quality Improvement Special Revenue Fund is managed by the Finance and Management Services Agency. Monthly budgetary reports are prepared to effect control through fiscal management. The City Council approved supplemental appropriations during the year, but they were not considered material. Budgets are prepared on a modified accrual basis. Encumbrances (e.g., purchase orders, contracts) outstanding at year-end are reported as restrictions of fund balances since they do not constitute expenditures or liabilities. All other annual appropriations lapse at fiscal year-end to the extent that they have not been expended or lawfully encumbered. During the fiscal year, the total Fund's expenditures were within the legal prescribed limits as approved by the City Council. D. Deferred inflows of resources: In addition to liabilities, the balance sheet will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of fund balance that applies to a future period and will not be recognized as an inflow of resources (revenue) until that time. The AQMD fund has one item that qualifies for reporting in this category, which is unavailable revenues from interest receivable. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available. E. Fund Balance: AQMD's fund balance is reported based on the extent to which the City is bound to observe constraints on the use of the AQMD's resources. AQMD's fund balance is classified under restricted, which include amounts which are constrained for specific purposes that are 1) externally imposed by creditors, grantors, contributors, or laws or regulations of other governments or 2) imposed by law through enabling legislation. AQMD's fund balance is restricted for programs initiated for the purpose of implementing the California Clean Air Act. Information regarding the fund balance reporting policy adopted by the City is described in Note 1 to the City of Santa Ana's Comprehensive Annual Financial Report. -8- 19E-24 CITY OF SANTAANA, CALIFORNIA AIR QUALITY IMPROVEMENT SPECIAL REVENUE FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) June 30, 2018 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): F. Estimates: The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that effect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. 3. CASH AND INVESTMENTS: AQMD's cash and investments balances are pooled with various other City funds for deposit and investment purposes. Each fund's share of the pooled cash account is separately accounted for, and investment income is apportioned to the participating funds based on the relationship of their average daily balances to the total of the pooled cash and investments. Information regarding the credit risk and authorized types of deposits and investments in the City's pooled cash and investments is included in the City's Comprehensive Annual Financial Report. This report can be obtained from the City of Santa Ana. 4. AB 2766 BIENNIAL AUDIT AND QUESTIONED COSTS: Health and Safety Code Section 44244.1 stipulate that each recipient of AB 2766 funds be subject to an audit at least once every two years by an independent auditor selected by the SCAQMD. The most recent AB 2766 audit resulted in no questioned costs. 5. SUBSEQUENT EVENTS: The City has evaluated events subsequent to June 30, 2018 to assess the need for potential recognition or disclosure in the financial statements. Such events were evaluated through December 7, 2018, the date the financial statements were available to be issued. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or additional disclosure in the notes to financial statements. -9- 19E-25 REQUIRED SUPPLEMENTARY INFORMATION -10- 19E-26 CITY OF SANTA ANA, CALIFORNIA AIR QUALITY IMPROVEMENT FUND STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL For the year ended June 30, 2018 REVENUES: Motor vehicle fees Investment income Miscellaneous TOTAL REVENUES EXPENDITURES: Direct program Administrative WiYY:7As1'440Z11• 1014M EXCESS OF REVENUES OVER EXPENDITURES FUND BALANCE, BEGINNING OF YEAR FUND BALANCE, END OF YEAR $ 285,953 $ 185,981 $ 1,212,199 $ 1,026,218 See accompanying notes to financial statements. -II- 19E-27 Variance with Final Budget Budgeted Amounts Positive Original Final Actual (Negative) $ 1,139,500 $ 1,139,500 $ 436,605 $ (702,895) 5,000 5,000 15,516 10,516 1,850 1,850 2,255 405 1,146,350 1,146,350 454,376 (691,974) 2,052,310 2,152,282 451,905 1,700,377 21,515 21,515 3,700 17,815 2,073,825 2,173,797 455,605 1,718,192 (927,475) (1,027,447) (1,229) 1,026,218 1,213,428 1,213,428 1,213,428 $ 285,953 $ 185,981 $ 1,212,199 $ 1,026,218 See accompanying notes to financial statements. -II- 19E-27 INDEPENDENT AUDITORS' REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENTAUDITING STANDARDS The Honorable Mayor and Members of the City Council of the City of Santa Ana Santa Ana, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the Air Quality Improvement Fund (AQMD) of the City of Santa Ana, California (the City), as of and for the year ended June 30, 2018, and the related notes to financial statements, which collectively comprise the AQMD's basic financial statements, and have issued our report thereon dated December 7, 2018. Our report includes an emphasis of matter indicating that the financial statements present only the AQMD, and do not purport to, and do not, present fairly the financial position of the City as of June 30, 2018 and the changes in its financial position for the year then ended, in accordance with accounting principles generally accepted in the United States of America. Internal Control over Financial Reporting In planning and performing our audit, we considered the City's internal control over financial reporting of the AQMD (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the AQMD's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. -12- 2875 Michelle Drive, Suite 300, Irvine, CA 92606 • Tel: 714.978.1300 • Fax: 714.978.7893 Offices located in,0geoSd,flDiego Counties Internal Control over Financial Reporting (Continued) Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or, significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the Air Quality Improvement Special Revenue Fund of the City of Santa Ana, California's financial statements are free from material misstatement, we performed tests of its compliance with applicable provisions of Assembly Bill 2766 (AB2766), Chapter 1705 (Health and Safety Code Sections 44220 through 44247), and certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of the AQMD's financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit and, accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Irvine, California December 7, 2018 -13- 19E-29 19E-30 EXHIBIT 5 CITY OF SANTA ANA, CALIFORNIA APPROPRIATIONS LIMIT WORKSHEET NO.6 WITH INDEPENDENT ACCOUNTANTS'REPORT ON AGREED-UPON PROCEDURES APPLIED TO APPROPRIATIONS LIMIT WORKSHEET NO.6 FOR THE YEAR ENDED JUNE 30, 2018 19E-31 INDEPENDENT ACCOUNTANTS'REPORT ON AGREED-UPON PROCEDURES APPLIED TO APPROPRIATIONS LIMIT WORKSHEET NO. 6 To the Honorable Mayor and Members of the City Council of the City of Santa Ana Santa Ana, California We have performed the procedures enumerated below to the accompanying Appropriations Limit Worksheet No. 6 of the City of Santa Ana, California for the year ended June 30, 2018. These procedures, which were agreed to by the City of Santa Ana, California and the League of California Cities (as presented in the League publication entitled "Article XIII -B Appropriations Limit Uniform Guidelines") were performed solely to assist the City of Santa Ana, California in meeting the requirements of Section 1.5 of Article XIIIB of the California Constitution. The City of Santa Ana's management is responsible for the Appropriations Limit Worksheet No. 6. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures performed and our findings were as follows: 1. We obtained the completed Worksheet No. 6 for the year ended June 30, 2018, and compared the limit and annual adjustment factors included in that worksheet to the limit and annual adjustment factors that were adopted by resolution of the City Council. We also compared the population and inflation options included in the aforementioned worksheet to those that were selected by a recorded vote of the City Council. No exceptions were noted as a result of our performing this procedure. 2. For the accompanying Appropriations Limit Worksheet No. 6, we added last year's limit to the total adjustments, and compared the resulting amount to this year's limit. We also recalculated the adjustment factor and the adjustment for inflation and population, and compared the results to the amounts on Worksheet No. 6. No exceptions were noted as a result of our performing this procedure. -1- 2875 Michelle Drive, Suite 300, Irvine, CA 92606 • Tel: 714.978.1300 • Fax: 714.978.7893 Officer located '119EF1J;<2Diego Counties 3. We compared the prior year appropriations limit presented in the accompanying Appropriations Limit Worksheet No. 6 to the prior year appropriations limit adopted by the City Council for the prior year. No exceptions were noted as a result of our performing this procedure. We were not engaged to, and did not, perform an audit, the objective of which would be the expression of an opinion on the accompanying Appropriations Limit Worksheet No. 6. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. No procedures have been performed with respect to the determination of the appropriation limit for the base year, as defined by the League publication entitled "Article XIII -B Appropriations Limit Uniform Guidelines." This report is intended solely for the information and use of the City Council and management of the City of Santa Ana, California and is not intended to be, and should not be, used by anyone other than these specified parties. Irvine, California December 7, 2018 A;,I& aJ Z/ -",g -2- 19E-33 CITY OF SANTA ANA APPROPRIATIONS LIMIT WORKSHEET NO. 6 For the year ended June 30, 2018 Appropriations limit for fiscal year ended June 30, 2017 (see Note 2) Adjustment factors for the fiscal year ended June 30, 2018 (see Note 2): Inflation Factor (Note 3) 1.0369 Population Factor (Note 4) 1.0069 Adjustment for inflation and population Other adjustments (Note 5) Total adjustments Appropriations limit for fiscal year ended June 30, 2018 Combined Factor 1.0441 See accompanying notes to Appropriations Limit Worksheet No. 6. -3- 19E-34 $ 997,277,479 x 0.0441 43,979,937 43,979,937 1.041.257.416 CITY OF SANTA ANA NOTES TO APPROPRIATIONS LIMIT WORKSHEET NO. 6 For the year ended June 30, 2018 1. PURPOSE OF LIMITED PROCEDURES REVIEW: Under Article XIIIB of the California Constitution (the Gann Spending Limitation Initiative), California governmental agencies are restricted as to the amount of annual appropriations from proceeds of taxes. Effective for years beginning on or after July 1, 1990, under Section 1.5 of Article XIIIB, the annual calculation of the appropriations limit is subject to a limited procedures review in connection with the annual audit. 2. METHOD OF CALCULATION: Under Section 10.5 of Article XIIIB, for fiscal years beginning on or after July 1, 1990, the appropriations limit is required to be calculated based on the limit for the fiscal year 1986-87, adjusted for the inflation and population factors discussed at Notes 3 and 4 below. 3. INFLATION FACTORS: A California governmental agency may adjust its appropriations limit by either the annual percentage change in the 41h quarter per capita personal income (which percentages are supplied by the State Department of Finance), or the percentage change in the local assessment roll from the preceding year due to the change of local nonresidential construction. The factor adopted by the City of Santa Ana, California (the City) for fiscal year 2017-2018 represents the annual percentage change in the 4'h quarter for per capita personal income. 4. POPULATION FACTORS: A California governmental agency may adjust its appropriations limit by either the annual percentage change of the jurisdiction's own population, or the annual percentage change in population in the County where the jurisdiction is located. The factor adopted by the City for fiscal year 2017-2018 represents the annual percentage change in population in the County in which the City is located. 5. OTHER ADJUSTMENTS: A California government agency may be required to adjust its appropriations limit when certain events occur, such as the transfer of responsibility for municipal services to, or from, another government agency or private entity. The City had no such adjustments for the year ended June 30, 2018. -4- 19E-35 19E-36 INDEPENDENT ACCOUNTANTS'REPORT ON APPLYING AGREED-UPON PROCEDURES To the Honorable City Council of the City of Santa Ana Santa Ana, California EXHIBIT 6 We have performed the procedures enumerated below, which were agreed to by the City of Santa Ana, California (the City), solely to assist the City in determining whether the City's investment activities are in compliance with the City's Statement of Investment Policy (the Policy) and the California Government Code, §53600, et al. (the Code) for the quarter ended June 30, 2018. The City's management is responsible for the compliance with the Policy and the Code and for selecting the criteria and determining that such criteria are appropriate for your purposes. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of the City's management. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. Our procedures and findings were as follows: 1. We obtained a copy of the City's Quarterly Investment Report for the quarter ended June 2018 and compared the investments listed in the report to the types of investments authorized by the Policy for fiscal year 2017/2018. Finding: No exceptions were noted as a result of our performing this procedure. 2. We compared the investments listed on the City's Quarterly Investment Report for the quarter ended June 2018 to the type of investments authorized by the Code. Finding: No exceptions were noted as a result of our performing this procedure. 3. We ensured that the maturities of investments listed in the City's Quarterly Investment Report for the quarter ended June 2018 were in compliance with the Policy. Finding: No exceptions were noted as a result of our performing this procedure. -1- 2875 Michelle Drive, Suite 300, Irvine, CA 92606 • Teh 714.978.1300 • Far.: 714.978.7893 Offices located iii() eyV Diego Counties 4. We reviewed the City's Quarterly Investment Report for the quarter ended June 2018 to ascertain it contained the information/data required by Government Code Section 53646 and met the timing requirements of Government Code Section 53646, as follows: a. Included the type of investment, issuer, date of maturity, par and dollar amount invested on all securities, investments and monies held by the City. b. Included those funds under management of contracted parties (fiscal agents, trustees, etc.). c. Included market value (and source) as of the date of the report for all securities held by the City or under management of any outside party that was not also a local agency or the State of California Local Agency Investment Fund. d. Stated compliance of the portfolio to the Policy of the City. e. Included a statement addressing the ability of the City to meet the pool's expenditure requirements for the next six months. Finding: No exceptions were noted as a result of our performing this procedure. 5. We compared the investments listed in the City's Quarterly Investment Report for the quarter ended June 2018 to the prohibited investments listed in the Code. Finding: No exceptions were noted as a result of our performing this procedure. 6. We reviewed the City's Quarterly Investment Report submission evidence documentation for the quarter ended June 2018 and ascertained whether a quarterly basis report was submitted within 30 days following the end of the quarter. Finding: No exceptions were noted as a result of our performing this procedure. We were not engaged to, and did not, conduct an audit, the objective of which would be the expression of an opinion on the compliance with the Policy. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for the information and use of the City Council and management of the City, and is not intended to be, and should not be, used by anyone other than those specified parties. 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PROPERTY LOCATED AT 203-205 W. CIVIC CENTER DRIVE (STRATEGIC PLAN NO. 3, 5A) r M CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 sl Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager to negotiate an Exclusive Negotiating Agreement (ENA) for the reuse of the YMCA property with Caribou Industries, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The YMCA building located at 203-205 West Civic Center Drive (Site) was purchased by the City in 1992. The building has been vacant since that time and has been in serious disrepair due to age and vandalism. Recent efforts have been taken to remediate several outstanding issues such as asbestos clean-up and the placement of security cameras at the site. Over $1 million dollars in funding was used to remediate these issues. Over the years, the City has made several attempts to marketlentertain proposals for the site but the substantial City subsidy required by developers and end users has been an issue. To bring the building up to current City codes, there would be an anticipated investment of up to $5 million dollars for seismic retrofit, fire suppression, electrical/plumbing to current code, and other structural improvements. In November 2015, the City Council approved an option agreement for the sale and renovation of the YMCA with St. Joseph's Health System for the development of a fitness center/community venue for the underserved population living near the downtown. Unfortunately, citing ever-changing dynamics of health and fitness businesses in downtown and an unforeseen project cost estimate over $5 million higher than anticipated, St. Joseph's Health System requested to terminate the Agreement to purchase and rehabilitate the YMCA in December 2017. 19F-1 ENA for YMCA December 18, 2018 Page 2 In February 2018, the City released a Request for Qualifications and Development Concepts for the renovation and reuse of the former YMCA Building. Four proposals were received in April, 2018 for this solicitation. Evaluation of Proposals Each proposal has been evaluated and additional information was requested from the developers during the months that followed. All proposals were then evaluated by a selection panel which included representatives from the Community Development Agency, Planning and Building Agency, and the Public Works Agency. Criteria included experience of firm and key personnel; financial capacity; development schedule, project concept and completeness of proposal including organization and clarity. As a final step in the evaluation process, all four proposers were invited to present their development proposals to the Economic Development, Infrastructure, Budget and Technology (EDIBT) Council Committee on August 20, 2018. The proposals represented a range of development opportunities listed below. The selection panel completed the review of the proposals and the rankings are as follows: Proposer Score 1. Howard CDM/OCSA 86.25 • Expansion of OCSA to include a new Design and Art Center 2. Caribou Industries 67.48 • Boutique hotel 3. Community Development Partners/City Fabrik 66.75 • Veteran's Hall project including residential 4. The Sound • A community center/small business start-up incubator 66.00 Committee Direction At the September 10th regular EDIBT Council Committee meeting, the Committee directed staff to take an extra step to reach out to the top two rated proposers (Howard CDM/OCSA and Caribou Industries) to see if the two proposers could team up on pairing their proposal for resubmission to the City. Staff reached out to both parties via telephone on Friday, September 14, 2018. After discussing the potential of a joint proposal, both Howard CDM/OCSA and Caribou Industries agreed that a deal would not work at this time. At the October 8th Special EDIBT Council Committee meeting, the Committee directed staff to proceed with a recommendation to the full Council to enter into an exclusive negotiating agreement with Caribou industries for the renovation and reuse of the YMCA building. Caribou's project, which includes a hotel component, is expected to generate significant tax revenue for the City. The Committee also requested that the Caribou proposal include substantial community 19F-2 ENA for YMCA December 18, 2018 Page 3 benefits, citing examples such as a Sylvia Mendez Museum, a concept utilizing wine and spirits, or shared space for local workers as part of the project. Caribou has also expressed interest in leasing a portion of the YMCA to the Orange County High School of the Arts for their proposed Design and Art Center project. Upon City Council approval of this action, staff will begin the development of a draft Exclusive Negotiating Agreement with Caribou Industries and will work to define the business terms of the agreement for future City Council action. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City 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 for new development that will create new jobs and expand the City's tax base). FISCAL IMPACT There is no fiscal impact associated with this action. Steven A. Mendoza Executive Director Community Development Agency Exhibit: 1. Caribou Industries Proposal 19F-3 19F-4 (i • ' 0 � r �' (� .�. 3Pi �5' - ay` S ISI t }s .• 11 � t r 1 i ,� -dd •� IYZ!�� ;� �l,��I � � j i i' �'S I Til' 6 ' •� I:1 •�t-i-l-ti-fi-f- '� t 11 J,lf � J J�j�1\n y 1v \SII � - I I �j � • 11 if r I'�'•� IHI 4'1" Li AT, ilk f i •�'I f tS♦ I. pp ��'f K t 1 Fri All 41 r , �, x4 , ,,fib • ! ` I :;, � ; y�i.f'TJifl it�,{.�'I•��f II �t_. X11. ', +rc.r� 1 �`, ���\� +- ; §\ %%' u 0 8 19F-8 U N Q h O _ N Cl U N ° y '� 0 4)' F .p N1 N > V U n U C r,7 ... V) OC V O. 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IOLE6 VO WV VI" 11 �1 3NNO M31ND JWJ'MSOZ'SOZ vu s ...� d 0 / t N31N3J 1N3A3 YJWA 0350dOe4 YJ0111pnS: y�y, E ICE loll VoV1NM V"Cl N3Da3:)WJ'M60Z'60L M/Y N3114331N3A3 VJwA 03SOdOMd 10011 d49i 395 M October 29, 2018 Marc Morley City of Santa Ana Economic Development Division 20 Civic Center Plaza (M-25) PO Box 1988 Santa Ana, CA 92702 Re: YMCA Major Community Benefits Dear Marc, YMCA/Caribou Industries Incorporated Historic Renovation, Wellness Center Arts, Local Cultural Exhibit Hall and Grand Plaza Hotel As proposed previously, I plan to maintain the ultimate historic integrity of the YMCA and transition the building to amore urban economlcal.and feasible tax generating building for the city of Santa Ana. In keeping with the philosophy of the YMCA as a center for the community, our proposal has a Wellness Center Health club facility in the basement, art gallery to exhibit famous artist as well as local talent, Bistro Style Cafe, World Wine Collection, Community Banquet Hall, Classrooms, tutoring center and office space. Another option would be to include boutique style hotel rooms that world complement the proposed future Grand Plaza Hotel addition. Basement: Wellness Center Heath Club is designed to be a membership facility for the civic center union groups as well as employees of the city and county. My plan is to renovate the existing historic pool as well as adding state of the art fitness equipment, cardio equipment, Pilates and fitness educational center. It will be a community retreat center for health and fitness; morning, noon and evening. First Floor: The Main floor of [he building will be the Grand Entrance Foyer for the building as well as the proposed future hotel addition. The reception, reservations lobby will maintain the old-world charm of the YMCA with its massive wood burning fireplace and Include a Bistro Cafd. I am working with a World Class Wine collector that wishes to exhibit fine wines from around the world. The Art Gallery will be a public center for local artist as well as artist like Sylvia Mendez. The gallery is designed for community out reach and a center for local residents to engage in art education. 1103 North Broadway, Santa Ana, CA 971W1814) 543-9454 Fax: (714) 543-9972 The main floor will also have a Grand Ball Room/ Banquet Hall and Exhibition Center for community events and conferences. The Hall will be able to accommodate up to 300 people and will be equipped with state-of-the-art audio and visual capabilities for presentations. Second and Third Floor: Depending on the economic climate, several options are available. Option One being creative and innovative office space, wellness center and art display. Option two would have art education classrooms with a tutoring and mentoring center. And Option Three would be boutique style hotel rooms to compliment the proposed Grand Plaza Hotel expansion and convention center. The upper floors are flexible and can accommodate any of the proposed options, or a mixture of matching other great creative urban life style solutions. Marc, my plan is to create a world class artist themed center for all the community to enjoy and be proud of and to bring their friends and family to showcase our beautiful city of Santa Ana. I take immense pride In being a major developer helping transform our City and would take get pride in this renovation of the Historic YMCA. This project would add to the historic collection of the other World Class renovations that I have very successfully completed within the city of Santa Ana: 207 N Broadway, The Santora Building, 505 N Sycamore, The Masonic Temple, 100 S Main, The United Auto Building 1914 Horseless Carriage Building, The Twist Bassler House, which is now the Cabrillo Tennis Club, the 1922 Christian Science Church which is now Michael F Harrah Symphony Hall, 888 N Main adaptive reuse apartment homes, Security Pacific Building and several other Historic Homes as well. and professional regards, Wchael Harrah President Caribou Industries, Inc. 19F-19 19F-20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE AN APPROPRIATION ADJUSTMENT AND LEASE AGREEMENT WITH WALSH CONSTRUCTION COMPANY II, LLC FOR OFFICE SPACE AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER (STRATEGIC PLAN NO. 3,2C) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1sT 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 site lease agreement with Walsh Construction, to compensate the City $8,055 per month, with the first month prorated at $265 per day, for the lease of 4,429 square feet of office space located at the Santa Ana. Regional Transportation Center, for the three-year term beginning on December 19, 2018, and ending December 18, 2021, with an option for month-to-month extensions for up to twelve months, for a total of $375,460 in lease revenue for the entire term of the agreement, including optional extensions, subject to nonsubstantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment recognizing Fiscal Year 2018-19 lease income in the amount of $40,275 into the SARTC Operations Rental -Walsh Construction Revenue Account and appropriating the same amounts to the SARTC Operations Contractual Services expenditure account. DISCUSSION The Santa Ana Regional Transportation Center (SARTC) is a regional transportation hub that brings together Amtrak, Metrolink, Orange County Transportation Authority (OCTA), and interstate bus services. In addition, when completed, the O.C. Streetcar will have a platform stop at SARTC. The facility is open to the public seven days a week from 5:00 a.m. to midnight and contains approximately 35,000 square feet of total rental space, including ten bus bays. The OC Streetcar is the first modern streetcar project to be built in Orange County and will service Santa Ana's historic downtown, which includes federal, state, and local courthouses; government offices; colleges; an artists' village; and a thriving restaurant scene. The OC Streetcar will operate along a 4.15 -mile route that connects the SARTC and a new transit hub at Harbor Boulevard and 20A-1 Appropriation Adjustment and Lease Agreement with Walsh Construction for Office Space at the SARTC December 18, 2018 Page 2 Westminster Avenue in Garden Grove. With construction scheduled to begin shortly, it is expected to begin carrying passengers in 2021. OCTA is the lead agency for the OC Streetcar Project. OCTA selected Walsh Construction as the Contractor for the project. Walsh Construction approached the City to lease office space at the SARTC. PGH Wong Engineering, Inc., the construction management firm selected for the project, has also approached the City to lease office space. The proximity of SARTC to the OC Streetcar Project, along with the availability of office space, created for an efficient partnership that will allow both Walsh Construction and PGH Wong Engineering, Inc., via a separate lease agreement, to be in close proximity of each other. Suites 200 and 220 were vacated earlier this year, creating an annual lease revenue loss of approximately $235,944 and 12,500 square feet of vacant space. Walsh Construction is interested in leasing 4,429 square feet of office space in Suite 200, generating $375,460 in lease revenue for the entire term of the agreement, including optional extensions. The OC Streetcar will provide a great service to the residents of the City. By leasing available office space to Walsh Construction, lease revenue will be generated for the SARTC day-to-day operations. 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), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects including: The Fixed Guideway Project, Santa Ana Regional Transportation Center Master Plan, Complete Streets and General Plan Circulation Element update). FISCAL IMPACT Approval of the site lease agreement obligates Walsh Construction to compensate the City $96,660 annually for the lease of interior office space at the SARTC. The three-year agreement term begins December 19, 2018, and ends December 18, 2021. There is also an option for month-to-month extensions for up to twelve months. The total anticipated revenue from this agreement is as follows: FISCAL YEAR REVENUE Agreement 3 -year Term 2018/19 $40,275 2019/20 $96,660 2020/21 $96,660 2021/22 $45,045 Optional Extensions 2021/22 $51,775 2022/23 $45,045 TOTAL $375,460 20A-2 Appropriation Adjustment and Lease Agreement with Walsh Construction for Office Space at the SARTC December 18, 2018 Page 3 FY 18/19 lease revenue from this agreement will be received into the PWA — SARTC Operations Rental — Walsh Construction revenue account (No. 06717002-53823) and budgeted for expenditure in the PWA SARTC Enterprise Contract Services -Professional expenditure account (No. 06717650-62300). n APPROVED AS TO FUNDS AND ACCOUNTS: Fuad S. S eiss, PE, PLS Kathryn Downs, CPA Executive Virector Executive Director Public Wor s Agency Finance and Management Services Agency FSS/MLM/GL Exhibit: 1. Lease Agreement — Walsh Construction 20A-3 20A-4 LEASE AGREEMENT THIS LEASE (the "Lease") is made as of December 19, 2018, by and between 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" or "Landlord"),and Walsh Construction Company II, LLC ("Tenant"). 1. EXHIBITS: The following exhibits are attached hereto and incorporated herein by reference: Exhibit "A" The Premises Exhibit "B" Additional Lease Conditions Exhibit "C" Janitorial Specifications 2. PREMISES: Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon the terms, covenants and subject to the conditions set forth herein, a portion of the property located at 1000 East Santa Ana Boulevard in the City of Santa Ana, commonly known as the Santa Ana Regional Transportation Center (SARTC), Specifically, Tenant will be leasing the portion identified as Suite 200, consisting of approximately 4,429 square feet of interior office space (hereinafter referred to as the 'PREMISES'). Tenant shall be solely responsible at its own expense for all improvements made to the Premises and obtain all necessary permits. The Premises are more particularly described in Exhibit A. 3. COMMENCEMENT OF TERM: The term of this Lease (the "Term") shall be for a period of three (3) years, which shall commence on December 19, 2018 (the "Commencement Date"), unless sooner terminated or extended as provided herein. 4. ADDITIONAL LEASE CONDITIONS: Tenant acknowledges that this lease is subject to compliance with the additional lease conditions attached hereto as Exhibit B. These additional lease conditions are a material part of this lease agreement and any default of these conditions will be deemed a major breach and will subject this lease to termination per the terms identified herein. 5. EXTENSION PERIODS: Landlord shall have the right, but not the obligation, to provide Tenant the option to extend the Term for additional periods of one (1) month on the same terms and conditions as set forth in this Lease, up to twelve (12) months. Each option shall be agreed to in writing by the Landlord and Tenant prior to the expiration of the Term or any Extension Period then in effect. If Tenant does not exercise its option to extend as provided herein, Tenant will be deemed a holdover Tenant and subject to paragraph 7 of this lease. The lease is subject to a Consumer Price Index (CPI) increase for any extension period. 6. RENT: (a) Beginning on February 1, 2019 tenant shall pay to Landlord, as rent ("Rent"), throughout the Term, the monthly sum of Eight Thousand and Fifty Five Dollars ($8,055.00) in advance, on the 1 st day of each calendar month and continuing through the life of Exhibit 1 20A-5 the Term. Any partial month shall be prorated at $265 per day. All payments of Rent and other sums due to Landlord hereunder shall be made payable to "The City of Santa Ana" and remitted to: City of Santa Ana M-13, 20 Civic Center Plaza, PO Box 1988, Santa Ana, CA 92702. A LATE CHARGE OF TEN PERCENT (10%) SHALL BE APPLIED TO ANY PAYMENT HEREUNDER DUE BUT UNPAID AFTER THE 10' of the month. (b) Landlord and Tenant hereby agree that Rent for any Extension Period, if the option for such is exercised, shall be subject to a CPI adjustment annually on the anniversary of the commencement date of the term hereof. 7. HOLDOVER: Tenant has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. Nothing contained herein shall be construed as consent by Landlord to any holding over by Tenant. Any holding over by Tenant of the Premises after the expiration or termination of this Lease shall operate and be construed as a tenancy from month to month subject to the terms of this Lease, terminable by either party upon thirty (30) days prior written notice to the other. 8. LANDLORD'S TITLE: (a) Landlord hereby covenants, represents and warrants to Tenant that Landlord has fee simple title to the Premises and has the full right and lawful authority to make this Lease. Notwithstanding anything contained herein to the contrary, if there are any liens, security interests, restrictions, leases, encumbrances, encroachments, laws, ordinances, governmental rules or regulations, title restrictions, zoning, endangered species or any other matters which in fact interfere with Tenant's use of the Premises, then Tenant may terminate this Lease without owing any liability to Landlord. Landlord covenants that so long as Tenant is not in monetary default as defined hereunder, Tenant shall have quiet and peaceful possession and enjoyment of the Premises, all improvements located thereon and of all easements, rights and appurtenances thereunto belonging. 9. DELIVERY OF POSSESSION UPON TERMINATION OR EXPIRATION OF TERM: Tenant agrees to deliver to Landlord physical possession of the Premises upon the termination or expiration of this Lease in good condition except, however, ordinary wear and tear, damage by fire or any other casualty, or damage from any other cause unless such other cause is solely attributable to the negligence of Tenant. 10. ASSIGNMENT AND SUBLETTING: Tenant may not assign this Lease or sublet the Premises or any part thereof without the prior written consent of Landlord. 11. TENANT'S REPAIRS, ALTERATIONS AND FIXTURES: Except for reasonable wear and tear, Tenant agrees at Tenant's expense to maintain the premises in good repair. Subject to Landlord approval, Tenant shall make and pay for any renovations, alterations, minor repairs (light bulbs, etc.) and improvements to the Premises as Tenant deems desirable and Tenant agrees that all such alterations and improvements shall be made in a good and workmanlike manner and in such fashion as not to diminish the value of the building, and that no such alterations shall compromise the structural integrity of the Premises. All improvements, additions and alterations, shall be in accordance with applicable laws and at Tenant's own 2 20A-6 expense. Tenant shall indemnify and defend Landlord for all liens, claims, or damages caused by remodeling, improvements, additions and alterations completed by Tenant. It shall be Tenant's duty to keep the Premises free and clear of all liens, claims, and demands for work performed, materials furnished, or operations conducted on the Premises at the request of Tenant. It is the responsibility of the Landlord to correct or repair defects identified by Tenant upon notice from the Tenant. Landlord agrees to perform any such correction or repair work within fifteen (15) business days of receipt of notice from Tennant, unless otherwise agreed to in writing by both parties, In the event Landlord fails to correct, repair or maintain defects as requested by Tenant, Tenant, upon City's approval, may perform, directly or through a third -party, the necessary work and deduct the costs associated from the next month's rent. Tenant retains the right to contract with outside entities to perform such repair work in the event the Landlord is non-responsive or cannot perform the repairs within fifteen (15) business days, unless otherwise agreed to in writing by both parties. On surrendering possession of the Premises to Landlord at the expiration or sooner termination of this Lease or any Extension Period, Tenant shall be required to return the premises in the same condition upon commencement of lease except for normal wear and tear. Tenant may paint the interior of the Premises and may also paint, erect or authorize the installation of ``temporary signs" in accordance with a signage plan that is pre -approved by the Landlord. Landlord shall not install or maintain or permit anyone other than Tenant to install or maintain, any signs on any part of the Premises or within the air space above the Premises during the Term or any Extension Period of this Lease. 12. MAINTENANCE: Landlord shall provide at its own cost and expense janitorial services for the Premises. Janitorial supplies and services shall be provided on a five -day -per - week basis in accordance with Exhibit C (JANITORIAL SPECIFICATIONS). 13. COMPLIANCE WITH LAWS: Tenant shall make and pay for nonstructural improvements and alterations to comply with all applicable laws, rules, regulations and ordinances of any and all applicable governmental entities (the "Governmental Laws") applying to the physical condition of the Premises and the building located thereon and arising solely from Tenant's conduct of business. 14. UTILITIES: Landlord agrees to pay for all utilities furnished to the Premises and which are consumed by Tenant, during the Term and any Extension Period, including charges or assessments for water, sewer, gas, heat, electricity, garbage disposal and trash disposal. 15. ESTOPPEL CERTIFICATES: Landlord and Tenant shall, from time to time upon thirty (30) days' request by the other (but not to exceed more than three (3) times in any given calendar year), execute, acknowledge and deliver a statement, dated currently, certifying that this Lease is unmodified and in full, force and effect (or, if there have been modifications, that this Lease is in full effect as modified, and identifying such modifications) and the dates to which the Rent have been paid, and that no default exists in the observance of this Lease and no event of 20A-7 default has occurred and is continuing, or specifying each such default or event of default of which Landlord or Tenant may have knowledge, it being intended that any such statement may be relied upon by Landlord's or Tenant's Mortgagees, any prospective purchaser of the interest of Landlord or Tenant in their respective premises described herein. 16, INDEMNITY: Tenant shall indemnify, defend, and hold harmless Landlord from and against any and all liability, loss, damage, expense, and costs (including attorney's fees) due to bodily injury, including death, to any person, or loss or damage (including loss of use) to any property, caused by the negligence or willful misconduct of Tenant, its employees, representatives, or agents in connection with this Lease. 17. INSURANCE: Throughout the Term or any Extension Period, Tenant shall maintain insurance as described below: a. Commercial General Liability Insurance: Commercial general liability insurance for injury to person (including death) or damage to property occurring within the building arising out of the use and occupancy thereof by Tenant, its licensees, employees, invitees, agents and customers. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $2,000,000 per occurrence and $5,000,000 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 $5,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Tenant, if Tenant 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, Tenant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Property Insurance. Tenant shall maintain not less than $1,000,000 Fire Legal liability on all real property being leased, including improvements and betterments owned by the Landlord, and shall name the Landlord as a loss payee. Tenant shall also provide fire insurance on all personal property contained within or on the leased premises. The policy must be written on an "all risks" basis, excluding earthquake and flood. The Tenant shall name the Landlord as additional insured. 4 20A-8 e. Interruption of Business Insurance. Tenant shall, at its sole cost and expense, maintain business interruption insurance by which the minimum monthly rent will be paid to Landlord for a period of up to (1) year if the premises are destroyed or rendered inaccessible by a risk insured against by a policy of standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements. f. The following requirements apply to the insurance to be provided by Tenant pursuant to this section; i. If the Tenant maintains broader coverage and/or higher limits than the minimums shown above, the Landlord shall be entitled to the broader coverage and/or higher limits maintained by the Tenant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Landlord, ii. Tenant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. iii. Certificates of insurance shall be furnished to the Landlord upon execution of this Agreement. iv. 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 (30) days prior written notice to the City, except for 10 days' notice for non-payment of premium. V. If Tenant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Landlord with required proof that insurance has been procured and is in force and paid for, the Landlord shall have the right, at the Landlord's election, to forthwith terminate this Agreement as provided herein. 18. DAMAGE BY CASUALTY (a) In the event of a fire or other casualty in the Premises, Tenant shall immediately give notice thereof to Landlord. (b) If the Premises, through no fault of Tenant, its agents, employees, invitees, or visitors, shall be partially destroyed by fire or other casualty so as to render the Premises untenantable as reasonably determined by Landlord, Rent shall abate in proportion to the percentage of square footage of the Premises rendered unusable until such time as the Premises are made tenantable as reasonably determined by Landlord. The entire Premises shall be made tenantable by Landlord's diligent repair within sixty (60) days following the fire or casualty incident. (c) Except where Landlord is not obligated to repair or rebuild the Building or the Premises, Landlord will use due diligence to repair or rebuild the same (except that Landlord will have no obligation to repair or replace any alteration, addition, or 20A-9 improvements to the Premises other than the Tenant Improvements installed at Landlord's expense which will be repaired only to the level of Building Standard Improvements). (d) In the event of (i) the total destruction of the Premises, (ii) the partial destruction of the Premises or the Building where the same is so damaged that it cannot, in Landlord's reasonable opinion, be repaired within sixty (60) days of the occurrence of such damage, or (iii) damage or destruction as a result of any casualty for which insurance proceeds are not available to pay 100% of the cost of repair or rebuilding, Landlord will have no obligation to repair or rebuild the Premises or the Building. Landlord will make its determination whether to repair or rebuild within sixty (60) days of the occurrence of such damage or destruction. Upon notification to Tenant of Landlord's decision not to repair or rebuild, this Lease shall terminate. In such an event, Tenant shall be reimbursed by Landlord any rent monies transferred from Tenant to Landlord during this sixty (60) day period within fourteen (14) days after the termination of the lease. 19. EMINENT DOMAIN: (a) If (i) all or part of the Premises, the building located thereon, or (ii) so much of any rights in the Premises or the building located thereon shall be taken or appropriated under any right of eminent domain or under any other legal right whereby the taking authority is obligated to compensate Landlord therefor so that there does not remain premises suitable in the sole opinion of Tenant for the operation of its business, then Tenant may terminate and cancel this Lease without owing any liability to Landlord as of the date on which the condemning authority takes physical possession upon giving to Landlord written notice of such election. Landlord agrees immediately within ten (10) days after any notice of intended or actual taking or appropriation to give Tenant written notice thereof, providing to Tenant full _ details of such taking or appropriation, including, without limitation copies of all condemnation plans or surveys submitted by the condemning authority, a statement of the nature of the project to be conducted by the condemning authority, and such other information as might be necessary to enable Tenant to determine its future course of conduct. TENANT ACKNOWLEDGES THAT LANDLORD'S EXERCISE OF ITS RIGHT TO TERMINATE THIS LEASE UNDER ANY THIS PARAGRAPH SHALL NOT ENTITLE TENANT TO ANY RIGHTS OR CLAIMS FOR RELOCATION BENEFITS OR ANY OTHER CLAIMS RELATED TO CONDEMNATION OR INVERSE CONDEMNATION. (b) If this Lease shall be terminated and canceled as a result of any taking or appropriation, Tenant shall be released from any further liability and Rent and other sums for the last month of Tenant's occupancy shall be prorated and Landlord shall immediately refund to Tenant any sums paid in advance. (c) Tenant reserves unto itself the right to prosecute Tenant's claim for an award for damages for the termination of this Lease caused by such appropriation or taking, together with damages based on the value of Tenant's improvements and Tenant's fixtures and other personal property erected or installed on the Premises and damages Tenant may sustain to the interest in the business operated by Tenant on the Premises, including, but not limited to, goodwill, patronage, and the removal, relocation, and replacement costs and expenses caused by 20A-10 such appropriation or taking, and Tenant may file such claims as are permitted by law for the loss of its leasehold interest, business dislocation damages, moving expense, or other damages caused by such taking or appropriation. Tenant's right to receive compensation or damages for its fixtures or its personal property shall not be affected in any manner by this Lease. 20. LIENS: Tenant shall promptly remove and discharge, at its cost and expense, all mechanic's liens, or other liens, for labor performed or materials furnished with respect to the Premises by or for Tenant. 21. PARKING AREA: (a) All those portions of the SARTC which are not presently occupied by buildings and which are designated parking spaces shall be available for use by Tenant and Tenant's agents, employees, customers and invitees for parking and access to the public streets and highways (the "Parking Area'). Tenant further acknowledges that Landlord has entered into an agreement with the Orange County Transportation Authority for the construction of the OC Streetcar at SARTC, which is anticipated to begin construction in 2019. Such construction may affect the number of parking spaces available at any one time, though it is not possible to determine the precise effect at the time of this Lease. Active portions of Surface Parking Lots 1 and 2 allow up to 72 -hour parking. Landlord will provide parking passes to identify all Tenant vehicles parked at SARTC. 22. TENANT'S DEFAULT: (a) If Tenant shall default in payment of Rent, when due, Landlord shall forward written notice, pursuant to Section 22, of such default to Tenant, and the failure of Tenant to cure such default within seven (7) days after the date of receipt of such notice shall, at the sole option of Landlord, cause the termination of this Lease. (b) If Tenant shall default in the performance of any other terms or provisions of this Lease, and if Landlord shall give to Tenant written notice, pursuant to Section 22, of such default, and if Tenant shall fail to cure such default within thirty (3 0) days after receipt of such notice, Landlord at its sole option, shall cause the termination of this Lease immediately. 23. HAZARDOUS SUBSTANCES: (a) As used herein, the term "Hazardous Substances" shall mean, without limitation, any substance that is biologically or chemically active or any hazardous, toxic, or dangerous waste, substance (including, but not limited to, lead-based paint, asbestos or petroleum derivative substances), or material defined as such in (or for purposes of) (i) any state, federal or local environmental laws, interpretive letters, regulations, decrees or ordinances, (ii) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, (iii) the Resource Conservation and Recovery Act, (iv) any of the state or local "Super Fund", "Super Lien" or "Cleanup Lien" laws or (v) any other federal, state or local statute, law, ordinance, code, rule, interpretive letter, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any such substances or materials or any amendments or successor statutes with respect to any of the foregoing. (b) During the Term of this Lease, Tenant represents and warrants that no Hazardous Substances will be stored on the Premises and no Hazardous Substances will be discharged on the Premises by Tenant. Tenant agrees that such representations and warranties shall survive any 20A-11 termination of this Lease, and Tenant agrees to indemnify and hold harmless Landlord from any and all costs, expenses, claims and damages, including, but not limited to, attorneys' fees and costs of remediation, arising from Tenant's breach of any of the representations and warranties contained in this Section. 24. NOTICE: Any notice, tender, demand, delivery, or other communication pursuant to this Lease 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, to the following persons. TOT TO CITY: Walsh Construction Public Works Agency Attn: Rick Felkins City of Santa Ana 1260 Corona Pointe Court 20 Civic Center Plaza (M-21) Suite 201 Santa Ana, California 92701 Corona, CA 92879 Attention: Executive Director of Public Works Agency WED Clerk of Council City of Santa Ana 20 Civic Center Plaza (M29) Santa Ana, California 92701 A party may change its address by giving notice in writing to the other party at least 15 days prior to the effective change. 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. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 25. USE: For the purposes of this Lease, Tenant's intended use of the Premises is strictly for office space. No other use of the Premises shall be permitted without written consent of Landlord. 26. GENERAL PROVISIONS: (a) This Lease (and the documents referred to herein) constitutes the entire agreement between the parties pertaining to the lease of Suite 200 contained herein and supersedes any and all prior and contemporaneous agreements, representations and understandings, oral or otherwise, between or among the parties with respect to the matters contained herein. (b) Landlord agrees to turnover the Premises is clean, good condition and in working order. The Parties agree to conduct a walkthrough prior to the start of this Lease wherein Landlord shall demonstrate that all building systems which include but are not limited to: 20A-12 electrical, lighting, HVAC, lockable doors and windows, etc, are in good working order. Additionally, Landlord agrees to perform wall patching and painting as identified by Tenant during the walkthrough prior to turnover to Tenant. (c) This Lease shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, legatees, distributes, legal representatives, successors and assigns. (d) This Lease shall not be modified, amended or supplemented, in whole or part, without the prior written consent of all parties hereto. Each and every waiver of any covenant, representation, warranty or any other provision hereof must be in writing and signed by each party whose interests are adversely affected by such waiver. No waiver granted in any one instance shall be construed as a continuing waiver applicable in any other instance. (e) If any legal action or other proceeding is brought for the enforcement hereof, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions hereof, the successful or prevailing party or parties shall be entitled to recover reasonable and necessary attorneys' fees, court costs and all reasonable and necessary expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled, (f) This Lease shall be governed by the internal laws of the State of California without regard to and excluding its principles of conflicts of laws. (g) . The parties further agree that upon request, they shall do such further acts and deeds, and shall execute, acknowledge, deliver and record such other documents and instruments, as may be reasonably necessary from time to time to evidence, confirm or cavy out the intent and purposes of this Lease. (h) Unless the context in which used clearly requires another construction, throughout this Lease, the masculine gender shall be deemed to include the neuter of feminine or both, the neuter gender shall include the masculine or both, and the singular of terms shall include the plural and vice versa. The section headings are for convenience only and shall not affect the construction hereof. (i) If any one or more of the provisions hereof shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity or enforceability of any other provision hereof, which shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The parties intend that if any provision hereof is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. 0) Time is of the essence in the performance of each party's respective obligations. (k) This Lease may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one in the 20A-13 same instrument, and it shall not be necessary that any single counterpart bear the signatures of all parties. (1) Unless expressly stated to be exclusive, no remedy conferred herein shall be deemed to be exclusive of any other remedy conferred herein or any other remedy now or hereafter available at law or equity. All remedies conferred herein, and all remedies now or hereafter available at law or equity, shall be deemed to be cumulative and not alternative, and may be enforced concurrently or successively. (m) All provisions of this Lease shall be construed as covenants and agreements where used in each separate provision hereof and shall bind and inure to the benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns. (n) All periods of time shall include Saturdays, Sundays and legal holidays; provided that, if the last day to perform any act or give notice falls on a Saturday, Sunday or legal holiday, then such act or notice shall be timely performed if given on the next succeeding business'day. (o) Any holding over by Tenant of the Premises after the expiration or termination of this Lease shall operate and be construed as a tenancy from month to month on all terms of this Lease, terminable by either party upon thirty (30) days prior written notice to the other. (p) Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association between Landlord and Tenant, and no provision contained in this Lease nor di acts of the parties heretoshallZmeaeem�Ce to create an�ttTon ili p eietween Landlord and Tenant other than the relationship of landlord and tenant. 27. LANDLORD'S REPRESENTATIONS: Landlord hereby covenants, warrants and represents to Tenant that: (a) Landlord has the sole right, legal power and authority to enter into this Lease. (b) All required actions have been taken and satisfied by Landlord to authorize the execution and performance of this Lease. No other proceedings or actions on the part of Landlord are necessary to authorize this Lease or to cavy out the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of Landlord enforceable against Landlord in accordance with its terms. (c) The individual(s) executing this Lease, on behalf of Landlord, has (or have) the full right, legal power and actual authority to bind Landlord to the terms and conditions hereof. 10 20A-14 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho City Attorney ti By: W, John 64. Funk Assistant City Attorney FOR APPROVAL FUAD S. SWEISS, PE, PLS Executive Director Public Works Agency CITY OF SANTA ANA Raul Godinez City Manager Walsh Construction Company II, LLC By: Jay Titus Title: Program Manager 11 20A-15 Exhibit A 1W4HIDYII ADDITIONAL LEASE CONDITIONS • SARTC business hours are seven days a week from 5AM to midnight. Tenant will be provided a key to access the facility during non -business hours via a designated door. Tenant sball be responsible to ensure that the after-hours designated entry doors remains secure and shall be solely responsible for any harm or damage to the Suite 200 arising from or attributable to a breach of this obligation. + All vehicles left at SARTC overnight are required to display a parking permit issued by the Property Management Office. Tenant must provide SARTC Property Management Office with a point of contact for regular business hours and after hours. 20A-17 EXHIBIT C DAILY MAINTENANCE TASKS General Cleaning Remove all litter found and clean unsightly soil from building, fixtures, walls, door frames, doors and other surfaces. Remove any spilled liquids or solids. Remove carpet stains. Pick up any towels from the floor or counters within locker rooms and fitness center, placing towels in the proper receptacle. Dusting Bullding Surfaces Remove all dust, lint, cobwebs, debris, dry soil, etc. from the surface of ledges, window sills, locker tops and fire extinguishers. This shall Include counter tops, walls, ceilings, door frames and sills, light switches, pictures, partitions, rails and other types of fixtures and surfaces which are not considered as furniture surfaces. This includes atrium wood ledges and specialty equipment such as test equipment, computers, typewriters, calculators, etc., which are located anywhere between the floor surface and up to nine (9) feet in height. Dusting shall be accomplished by the removal of loose soil from the area — not by moving it from one surface to another. Spot Cleaning of Building Surfaces. Furniture and Fixtures Clean to remove smudges, fingerprints, marks, streaks, tape, etc., from the surface of ledges, windows and sills, fire extinguishers, counter tops, walls, light fixture holders, ceiling vents, doors, door frames and sills, pictures, partitions, rails and other types of fixtures and surfaces. This would Include all items from the floor surface up to 11 feet In height. Special care is to be taken to not permanently mar scratch or discolor any surface. Emptvina of all Trash and Ash Receptacles All wastebaskets, cigarette ash receptacles and other trash containers shall be emptied and returned to their Initial location. This shall include those located In patio, balcony and parking areas, as well as any placed outside entry doors. Receptacles are to be cleaned as need each time. Boxes, cans, papers and other containers marked "trash' (or are obviously trash) shall be removed. Cardboard boxes and cartons are to be broken down flat. All collected waste from such receptacles shall be removed from the area and deposited in a designated dumpster or other receptacle in such a manner so as to prevent the adjacent area from becoming littered by said trash. Soiled or torn trash receptacle liners shall be replaced with a new liner. Liners shall be replaced in such a manner so as to present a neat and uniform appearance. Clean around the large trash bins in the Ross Annex Parking Garage. Spot Cleaning of Trash Receptacles Remove non -permanent stains and soil from the interior and exterior surfaces of trash receptacles. Outside Patios, Balconies and Building Entryways Remove cobwebs from overhead surfaces and lights affixed to the building entryway areas. This would include cleaning the exterior of glass and metal doors, door thresholds and hardware. Remove any litter, cigarette butts or bird droppings. Entrance Glass. Mirrors and Workstation Glass Thoroughly clean both sides of all surrounding building entry door glass and entry doors for a uniform appearance free of all smudges, fingerprints, stains, streaks, lint, etc. Remove any paper and/or tape. Clean all mirrors in restrooms, locker rooms and fitness center in the same manner as noted above. Spot clean workstation and/or partition glass daily as needed. Drinking Fountains and Sinks Remove all obvious soil, streaks, smudges, etc., from the hardware, including the spouts and drain. After cleaning and disinfecting, the entire drinking fountain and/or sink (includes all sinks in coffee rooms and lounges) shall be free of streaks, stains, spots, smudges, scale, and other removable soil. Oil Is not to be used to polish metal fixtures. If needed, lime -away or a similar product shall be used to eliminate hard water build-up. 20A-18 DAILY MAINTENANCE TASKS Wash Basins, Toilets. Urinals and Showers Apply a germicidal detergent solution to all surfaces of wash basin, toilets, toilet seat hinges, pipes, urinals, showers and adjacent surfaces. Remove soil from all surfaces of these fixtures and adjacent surfaces. Dry all metal surfaces of faucets, handles, valves, etc. Shower wall, floor and door soap scum, mold and mildew shall be removed dally and drain screens cleaned of hair and lint. De -scale toilets and urinals to remove scum, mineral deposits, rust stains, etc. Oil is not to be used to polish metal fixtures. Refilling of Dispensers Check and refill each toilet paper, soap, paper towel, toilet seat cover and feminine hygiene dispenser. The supplies shall be placed In the dispensers in accordance with the supplies and dispenser manufacturer's directions. Soap dispensers and adjacent surfaces shall be wiped to remove spillage. Care shall be taken so as not to damage, dent or bend dispensers. Floor Drains Clean all floor drains and remove corrosion and tarnish. Entrance Mats Remove moisture, wet or dry soil, and any debris from carpeted, rubber and/or other material mats. Ensure mats are properly positioned on the floor. Vacuuming of Carpeted Floors Remove visible and hidden soil and debris from the carpet surface and from within the carpet pile. Chairs, trash receptacles, power cords, boxes and other such items shall be tilted or moved where necessary. Special attention shall be paid to corners, along the walls and under/between furniture to ensure carpet is thoroughly cleaned in all areas. The carpet shall be free of all visible soil and litter. Vacuuming of All Fabric Furniture Surfaces Remove all dust, debris, lint, hair, litter and dry soil from all fabric surfaces of chairs, couches, work station partitions and other furniture with fabric covering. Stain Removal on Carpet. Upholstery, Partition Panels and Walls Clean and/or remove all stains as quickly as they are discovered so as not to allow them to set into the fabric. If the stain is a coffee spill, use a contractor -supplied product similar to Interface Coffee Breaker and follow the manufacturer's recommended procedures. Spot clean as necessary to correct soiled area. Mopping of Non -Carpeted Floors Remove soil, hair, dust and debris from non -carpeted floors. Trash receptacles and other such small items shall be moved as necessary and returned to their appropriate location. All accessible areas of the floor shall be damp mopped. Care shall be taken to prevent splash and mop streaks from being visible on furniture legs, doors, etc. "Caution Wet Floor" safety warning signs shall be placed so as to provide sufficient safety measures. After a floor has been damp mopped it shall have no puddled water and be free of soil, stains, debris, streaks and swirl marks. All wet floor signs shall be removed and put away when the floor is sufficiently dry to be safe for use. Disinfecting of Restrooms Furniture, Fixtures. Walls and Partitions Damp wipe and disinfect all non -wood hard surfaces of furniture, fixtures, walls, partitions, doors and lockers. Special care shall be taken to ensure these surfaces are not scratched, damaged or stained. In Parks locations, remove all graffiti from walls, doors, partitions, etc. Check for stoppages and plunge as needed. Immovable stoppages shall be immediately reported to 714-647-6523 , or sreafleng(ibsanta-ana.org or iaguilarCa�santa-ana.org. 20A-19 DAILY MAINTENANCE TASKS Cleaning of Wood Furniture and Surfaces Thoroughly clean to remove smudges, fingerprints, marks and streaks from wood surfaces while ensuring to not scratch or mar surfaces. Cleaning of Lunch — Break Rooms Included In this contract are all lunch and break rooms, including the kitchen and cooking area, dlshwashing area, restrooms, eating areas, vending machines, hallways, glass and painted doors, unlocked storage closets, microwave ovens and refrigerators. Wipe clean the Inside of all microwave ovens to remove any crumbs and/or spills. Areas shall be cleaned so that grease, dirt, food particles, trash and other litter are thoroughly removed from surfaces. These areas are to remain a healthy and clean environment for use by City employees on a daily basis. Fitness Center Exercise Equipment Wipe down all metal to polish off shoe marks and sweat stains. Clean upholstery and wipe off shroud and side rails of the treadmills, as well as the consoles on treadmills and other machines. Clean the elliptical trainers, ski machines, bikes and stair stepper machines to remove sweat and stains. Clean out the tracks of the elliptical trainer with a dry towel only. Clean tops of any rubber mats and under each treadmill by extra -vacuuming up the dust and black motor powder residue. SPECIAL NOTICES All furniture moved by the Contractor's or any Subcontractor's employees during the performance of any services shall be returned to its appropriate location. All Items such as trash receptacles or desk chairs that are moved to enable cleaning underneath or around them shall be returned to their appropriate location. Work areas shall be secured and equipment placed to prevent passage by the general public and City staff. All such work areas shall be denoted as such. Work areas and equipment shall remain under this state/condition until all work Is complete, equipment is vacated and passage is safe for all. The proper quantity and type of safety warning signs, such as 'Caution — Wet Floor' shall be placed by the Contractor's employees each time such conditions exist that would warrant placement of such signs. Signs are to be picked up and stored in the appropriate Janitor room once the condition no longer exists to warrant such signs. 20A-20 WEEKLY MAINTENANCE TASKS Spray and Buffing of Hard Floors Clean and restore a uniform glass and protective finish to resilient tie or terrazzo floors that are finished with a floor finish. All chairs, trash receptacles, etc., shall be tilted or moved where necessary to spray buff underneath. The entire floor shall have a uniform coating of floor finish. All spray buff solution shall be removed from baseboards, furniture, trash receptacles, etc. Dusting of Blinds and Draperies Clean all blinds, shades and draperies. Care shall be taken not to spread dust into the air. Dusting of Ceiling, Atrium Ledges, Lunchroom Drywall Ledges and HVAC Wall Vents Clean all HAVAC vents and area immediately surrounding them. Dust all atrium ledges at the glass/wood railing areas and at the atrium stairs. Dust lunchroom drywall edges. Care shall be taken not to spread dust Into the air. High Dustina Remove dust, cobwebs, olly film, etc., from all fixtures and surfaces above 11 feet from the floor surface. This would Include lights, grills, light fixtures, pipes, sprinkler systems, cables, ledges, walls, atrium wood and ledges, ceilings, vents, etc. Care shall be taken not to spread dust into the air. Ross Annex Parking Garage Inspect for and remove any gum from garage floor. SPECIAL NOTICES All furniture moved by the Contractor's or any Subcontractor's employees during the performance of any services shall be returned to its appropriate location. All items such as trash receptacles or desk chairs that are moved to enable cleaning underneath or around them shall be returned to their appropriate location. Work areas shall be secured and equipment placed to prevent passage by the general public and City staff. All such work areas shall be denoted as such. Work areas and equipment shall remain under this state/condition until all work Is complete, equipment is vacated and passage is safe for all. The proper quantity and type of safety warning signs, such as "Caution — Wet Floor" shall be placed by the Contractor's employees each time such conditions exist that would warrant placement of such signs. Signs are to be picked up and stored in the appropriate janitor room once the condition no longer exists to warrant such signs. 20A-21 MONTHLY MAINTENANCE TASKS NOTE: Some Items In this section are noted(*) as being performed at Intervals other than monthly. Respondents are instructed to calculate those costs into monthly figures for bidding purposes. Carpeted Floors File lift carpet floors in all areas. Carpeted Floors — BI -Monthly* Spin bonnet all carpeted floors every two (2) months. *(calculate to monthly cost for bidding purposes) January; March; May; July; September and November Carpeted Floors — Semi -Annually* Extract clean carpeted floors two (2) times per year. *(calculate to monthly cost for bidding purposes) April and October Tile Floors Spray buff all Nle floors. Tile Floors — Quarterly* Strip and wax all file floors quarterly. *(calculate to monthly cost forbidding purposes) Ross Annex Parking Garage — Annually* Clean the garage floor using West Extractor. Work to be performed after business hours at night or on weekend. *(calculate to monthly cost for bidding purposes) SPECIAL NOTICES All furniture moved by the Contractor's or any Subcontractor's employees during the performance of any services shall be returned to Its appropriate location. All Items such as trash receptacles or desk chairs that are moved to enable cleaning underneath or around them shall be returned to their appropriate location. Work areas shall be secured and equipment placed to prevent passage by the general public and City staff. All such work areas shall be denoted as such. Work areas and equipment shall remain under this state/condition until all work is complete, equipment is vacated and passage Is safe for all. The proper quantity and type of safety warning signs, such as "Caution — Wet Floor" shall be placed by the Contractor's employees each time such conditions exist that would warrant placement of such signs. Signs are to be picked up and stored in the appropriate janitor room once the condition no longer exists to warrant such signs. 20A-22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: 18, 2018 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED EXECUTE LEASE AGREEMENT WITH ❑ As Recommended As PGH WONG ENGINEERING, INC. FOR El Or Amendeddinanceon 1 a OFFICE SPACE AT THE SANTA ANA ❑ orReading ❑ Ordinance on 2ntl Reading REGIONAL TRANSPORTATION CENTER ❑ Implementing Resolution {STRATEGIC PLAN NO. 3,2C) ❑ Set Public Hearing For ~ CONTINUED TO V, r' FILE NUMBER CI ` ANAGER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute a site lease agreement with PGH Wong Engineering, Inc., to compensate the City $5,000 per month, with the first month prorated at $165 per day, for the lease of 2,507 square feet of office space located at the Santa Ana Regional Transportation Center, for the three-year term beginning on December 19, 2018, and ending December 18, 2021, with an option for two one-year extensions, for a total of $300,230 in lease revenue for the entire term of the agreement, including optional extensions, subject to nonsubstantive changes approved by the City Manager and City Attorney. Approve an appropriation adjustment recognizing Fiscal Year 2018-19 lease income in the amount of $32,145 into the SARTC Operations Rental -PGH Wong Engineering Revenue Account and appropriating the same amounts to the SARTC Operations Contractual Services expenditure account. DISCUSSION The Santa Ana Regional Transportation Center (SARTC) is a regional transportation hub that brings together Amtrak, Metrolink, Orange County Transportation Authority (OCTA), and interstate bus services. In addition, when completed, the O.C. Streetcar will have a platform stop at SARTC. The facility is open to the public seven days a week from 5:00 a.m. to midnight and contains approximately 35,000 square feet of total rental space, including ten bus bays. The OC Streetcar is the first modern streetcar project to be built in Orange County and will service Santa Ana's historic downtown, which includes federal, state, and local courthouses; government offices; colleges; an artists' village; and a thriving restaurant scene. The OC Streetcar will operate along a 4.15 -mile route that connects the SARTC and a new transit hub at Harbor Boulevard and Westminster Avenue in Garden Grove. With construction scheduled to begin shortly, it is expected to begin carrying passengers in 2021. 20B-1 Execute Lease Agreement with PGH Wong Engineering, Inc. for Office Space at the SARTC December 18, 2018 Page 2 OCTA is the lead agency for the OC Streetcar Project. OCTA selected PGH Wong Engineering, Inc., as the Construction Manager Consultant for the project. PGH Wong Engineering, Inc., approached the City to lease office space at SARTC. Wash Construction, the Contractor selected for the project, has also approached the City to lease office space. The proximity of SARTC to the OC Streetcar Project, along with the availability of office space, created for an efficient partnership that will allow both PGH Wong Engineering, Inc. and Walsh Construction, via a separate lease agreement, to be in close vicinity of each other. Suites 200 and 220 were vacated earlier this year, creating an annual lease revenue loss of approximately $235,944 and 12,500 sq. ft. of vacant space. PGH Wong Engineering, Inc., is interested in leasing 2,507 sq. ft. of office space in Suite 200, generating $300,230 in lease revenue for the entire term of the agreement. The OC Streetcar will provide a great service to the residents of the City. By leasing available office space to PGH Wong Engineering, Inc., lease revenue will be generated for the SARTC day- to-day operations. 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), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects including: The Fixed Guideway Project, Santa Ana Regional Transportation Center Master Plan, Complete Streets and General Plan Circulation Element update). FISCAL IMPACT Approval of the site lease agreement obligates PGH Wong Engineering, Inc., to compensate the City $60,000 annually for the lease of interior office space at the SARTC. The three-year agreement term begins December 19, 2018, and ends December 18, 2021. There is also an option for two one-year extensions. The total anticipated revenue from this agreement is as follows: FISCAL YEAR REVENUE Agreement 3 -year Term 2018/19 $32,145 2019/20 $60,000 2020/21 $60,000 2021/22 $27,970 Optional Extensions 2021/22 $32,145 2022/23 $60,000 2023/24 $27,970 TOTAL $300,230 20B-2 Execute Lease Agreement with PGH Wong Engineering, Inc. for Office Space at the SARTC December 18, 2018 Page 3 FY 18/19 Lease revenue from this agreement will be received into the PWA — SARTC Operations Rental — PGH Wong Engineering, Inc., revenue account (No. 06717002-53824) and budgeted for expenditure in the PWA SARTC Enterprise Contract Services -Professional expenditure account (No. 06717650-62300). FSS/MLM/GL APPROVED AS TO FUNDS AND ACCOUNTS: &Gwn�o Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibit: 1. Lease Agreement — PGH Engineering, Inc. r�- LEASE AGREEMENT THIS LEASE (the "Lease") is made as of December 19, 2018, by and between 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" or "Landlord") and PGH Wong Engineering, Inc. ("Tenant') 1. EXHIBITS: The following exhibits are attached hereto and incorporated herein by reference: Exhibit "A" The Premises Exhibit "B" Additional Lease Conditions Exhibit "C" Janitorial Specifications 2. PREMISES: Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon the terms, covenants and subject to the conditions set forth herein, a portion of the property located at 1000 East Santa Ana Boulevard in the City of Santa Ana, commonly known as the Santa Ana Regional Transportation Center (SARTC). Specifically, Tenant will be leasing the portion identified as Suite 220, consisting of approximately 2,507 square feet of interior office space (hereinafter referred to as the "PREMISES"). Tenant shall be solely responsible at its own expense for all improvements made to the Premises and obtain all necessary permits. The Premises are more particularly described in Exhibit A. 3. COMMENCEMENT OF TERM: The term of this Lease (tire "Term") shall be for a period of three (3) years, which shall commence on December 19, 2018 (the "Commencement Date"), unless sooner terminated or extended as provided herein. 4. ADDITIONAL LEASE CONDITIONS: Tenant acknowledges that this lease is subject to compliance with the additional lease conditions attached hereto as Exhibit B. These additional lease conditions are a material part of this lease agreement and any default of these conditions will be deemed a major breach and will subject this lease to immediate termination. 5. EXTENSION PERIODS: Landlord shall have the right, but not the obligation, to provide Tenant the option to extend the Term for two (2) separate consecutive additional periods of one (1) year each on the same tennis and conditions as set forth in this Lease. Each option shall be agreed to in writing by the Landlord and Tenant prior to the expiration of the Tenn or any Extension Period then in effect. If Tenant does not exercise its option to extend as provided herein, Tenant will be deemed a holdover Tenant and subject to paragraph 7 of this lease. The lease is subject to a Consumer Price Index (CPI) increase for any extension period. 6. RENT: (a) Tenant shall pay to Landlord, as rent ("Rent'), throughout the Tenn, the monthly sum of Five Thousand Dollars ($5,000) in advance, on the 1 st day of each calendar month and continuing through the life of the Tenn. However, payment for the first partial month shall be prorated at $165 per day. All payments of Rent and other sums due to Landlord Exhibit 1 rl- hereunder sball be made payable to 'The City of Santa Ana" and remitted to: City of Santa Ana M-13,20 Civic Center Plaza, PO Box 1988, Santa Ana, CA 92702. A LATE CHARGE OFTEN PERCENT (10%) SHALL BE APPLIED TO ANY PAYMENT HEREUNDER DUE BUT UNPAID AFTER THE 10TH. (b) Landlord and Tenant hereby agree that Rent for any Extension Period, if the option for such is exercised, shall be subject to a CPI adjustment annually on the anniversary of the commencement date of the term hereof. 7. HOLDOVER: Tenant has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Tenant holds over, then the Rent shall be increased to 150% of the Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Landlord to any holding over by Tenant. Any holding over by Tenant of the Premises after the expiration or termination of this Lease shall operate and be construed as a tenancy from month to month on all terms of this Lease, terminable by either party upon thirty (30) days prior written notice to the other. 8. LANDLORD'S TITLE: (a) Landlord hereby covenants, represents and warrants to Tenant that Landlord has fee simple title to the Premises and has the full right and lawful authority to make this Lease. Notwithstanding anything contained herein to the contrary, if there are any liens, security interests, restrictions, ]eases, encumbrances, encroachments, laws, ordinances, governmental rules or regulations, title restrictions, zoning, endangered species or any other matters which in fact interfere with Tenant's use of the Premises, then Tenant may terminate this Lease without owing any liability to Landlord. Landlord covenants that so long as Tenant is not in monetary default hereunder, Tenant shall have quiet and peaceful possession and enjoyment of the Premises, all improvements located thereon and of all easements, rights and appurtenances thereunto belonging. 9. DELIVERY OF POSSESSION UPON TERMINATION OR EXPIRATION OF TERM: Tenant agrees to deliver to Landlord physical possession of the Premises upon the termination or expiration of this Lease in good condition excepting, however, ordinary wear and tear, damage by fire or any other casualty, or damage from any other cause unless such other cause is attributable to the negligence of Tenant. 10. ASSIGNMENT AND SUBLETTING: Tenant may not assign this Lease or sublet the Premises or any part thereof without the prior written consent of Landlord. 11. TENANT'S REPAIRS, ALTERATIONS AND FIXTURES: Except for reasonable wear and tear, Landlord agrees at Landlord's expense to (1) construct a wall to separate Suite 220 from the remainder of the Premises such that Suite 220 is a standalone suite, (2) provide general building maintenance, and (3) maintain in good repair the foundation, retaining walls and structural soundness of the Premises. Landlord agrees to keep the Premises in good repair, including the plumbing, electrical wiring, air-conditioning and heating equipment. Subject to Landlord approval, Tenant may make and pay for any renovations, alterations and improvements to the Premises as Tenant deems desirable and Tenant agrees that all such alterations and PKI- improvements shall be made in a good and workmanlike manner and in such fashion as not to diminish the value of the building, and that no such alterations shall compromise the structural integrity of the Premises. All improvements, additions, alterations, and repairs shall be in accordance with applicable laws and at Tenant's own expense. Tenant shall indemnify and defend Landlord for all liens, claims, or damages caused by remodeling, improvements, additions, alterations, and major repairs made by Tenant. It shall be Tenant's 's duty to keep the Premises free and clear of all liens, claims, and demands for work performed, materials furnished, or operations conducted on the Premises at the request of Tenant. On surrendering possession of the Premises to Landlord at the expiration or sooner termination of this Lease or any Extension Period, Tenant shall not be required to return the premises in the same condition upon commencement of lease except for normal wear and tear. Tenant may paint the interior of the Premises and may also paint, erect or authorize the installation of "temporary signs" in accordance with a signage plan that is pre -approved by the Landlord. Landlord shall not install or maintain, or permit anyone other than Tenant to install or maintain, any signs on any part of the Premises or within the air space above the Premises during the Tenn or any Extension Period of this Lease. 12. MAINTENANCE: Landlord shall provide at its own cost and expense janitorial services for the Premises. Janitorial supplies and services shall be provided on a five -day -per - week basis in accordance with Exhibit C (JANITORIAL SPECIFICATIONS). 13. COMPLIANCE WITH LAWS: Tenant shall make and pay for nonstructural improvements and alterations to comply with all applicable laws, rules, regulations and ordinances of any and all applicable governmental entities (the "Governmental Laws") applying to the physical condition of the Premises and the building located thereon and arising from Tenant's conduct of business. 14. UTILITIES: Landlord agrees to pay for all utilities furnished to the Premises and which are consumed by Tenant, during the Tenn and any Extension Period, including charges or assessments for water, sewer, gas, heat, electricity, garbage disposal and trash disposal. 15. ESTOPPEL CERTIFICATES: Landlord and Tenant shall, from time to time upon thirty (30) days' request by the other (but not to exceed more than three (3) times in any given calendar year), execute, acknowledge and deliver a statement, dated currently, certifying that this Lease is umnodified and in full, force and effect (or, if there have been modifications, that this Lease is in full effect as modified, and identifying such modifications) and the dates to which the Rent have been paid, and that no default exists in the observance of this Lease and no event of default has occurred and is continuing, or specifying each such default or event of default of which Landlord or Tenant may have knowledge, it being intended that any such statement may be relied upon by Landlord's or Tenant's Mortgagees, any prospective purchaser of the interest of Landlord or Tenant in their respective premises described herein. 20B-7 16. INDEMNITY: Tenant shall indemnify, defend, and hold harmless Landlord from and against any and all liability, loss, damage, expense, and costs (including attorney's fees) due to bodily injury, including death, to any person, or loss or damage (including loss of use) to any property, attributable to the negligence or misconduct of Tenant, its employees, representatives, or agents in connection with this Lease. 17. INSURANCE: Throughout the Term or any Extension Period, Tenant shall maintain insurance as described below: a. Commercial General Liability Insurance: Commercial general liability insurance for injury to person (including death) or damage to property occurring within the building arising out of the use and occupancy thereof by Tenant, its licensees, employees, invitees, agents and customers. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting thereii-om, and property damage, in the total amount of $2,000,000 per occurrence and $5,000,000 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 $5,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C, Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Tenant, if Tenant 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, Tenant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Properly Insurance. Tenant shall maintain not less than $1,000,000 Fire Legal liability on all real property being leased, including improvements and betterments owned by the Landlord, and shall name the Landlord as a loss payee. Tenant shall also provide fire insurance on all personal property contained within or on the leased premises. The policy must be written on an "all risks" basis, excluding earthquake and flood. The Tenant shall name the Landlord as additional insured. e. The following requirements apply to the insurance to be provided by Tenant pursuant to this section: i. Tenant 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 Landlord upon execution of this Agreement. 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 (30) days prior written notice to the City, except for 10 days' notice for non-payment of premium. iv. If Tenant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Landlord with required proof that insurance has been procured and is in force and paid for, the Landlord shall have the right, at the Landlord's election, to forthwith terminate this Agreement. 18. DAMAGE BY CASUALTY; (a) In the event of a fire or other casualty in the Premises, Tenant shall immediately give notice thereof to Landlord. (b) If the Premises, through no fault of Tenant,. its agents, employees, invitees, or visitors, shall be partially destroyed by fire or other casualty so as to render the Premises rmtenantable as reasonably determined by Landlord, Rent shall abate in proportion to the percentage of square footage of the Premises rendered unusable until such time as the Premises are made tenantable as reasonably determined by Landlord. (c) Except where Landlord is not obligated to repair or rebuild the Building or the Premises, Landlord will use due diligence to repair the same (except that Landlord will have no obligation to repair or replace any alteration, addition, or improvements to the Premises other than the Tenant Improvements installed at Landlord's expense which will be repaired only to the level of Building Standard Improvements). (d) In the event of (i) the total destruction of the Premises, (ii) the partial destruction of the Premises or the Building where the same is so damaged that it cannot, in Landlord's reasonable opinion, be repaired within ninety (90) days of the occurrence of such damage, or (iii) damage or destruction as a result of any casualty for which insurance proceeds are not available to pay 100% of the cost of repair or rebuilding, Landlord will have no obligation to repair or rebuild the Premises or the Building. Landlord will make its determination whether to repair or rebuild within ninety (90) days of the occurrence of such damage or destruction. Upon notification to Tenant of Landlord's decision not to repair or rebuild, this Lease shall terminate. 19. EMINENT DOMAIrN': (a) If (i) all or part of the Premises, the building located thereon, or (ii) so much of any rights in the Premises or the building located thereon shall be taken or appropriated under any right of eminent domain or under any other legal right whereby the taking authority is obligated to compensate Landlord therefor so that there does not remain premises suitable hr the sole opinion of Tenant for the operation of its business, then Tenant may terminate and cancel this Lease without owing any liability to Landlord as of the date on which the condemning authority takes physical possession upon giving to Landlord written notice of such election. Landlord agrees immediately within ten (10) days after any notice of intended or rl- • actual taking or appropriation to give Tenant written notice thereof, providing to Tenant full details of such taking or appropriation, including, without limitation copies of all condemnation plans or surveys submitted by the condemning authority, a statement of the nature of the project to be conducted by the condemning authority, and such other information as might be necessary to enable Tenant to determine its future course of conduct. TENANT ACKNOWLEDGE, S THAT LANDLORD'S EXERCISE OF ITS RIGHT TO TERMINATE THIS LEASE UNDER ANY OF THE PROVISIONS OF THIS LEASE SMALL NOT ENTITLE TENANT TO ANY RIGHTS OR CLAIMS FOR RELOCATION BENEFITS OR ANY OTHER CLAIMS RELATED TO CONDEMNATION OR INVERSE CONDEMNATION. (b) If this Lease shall be terminated and canceled as a result of any taking or appropriation, Tenant shall be released from any further liability and Rent and other sums for the last month of Tenant's occupancy shall be prorated and Landlord shall immediately refund to Tenant any sums paid in advance. (c) Tenant reserves unto itself the right to prosecute Tenant's claim for an award for damages for the termination of this Lease caused by such appropriation or taking, together with damages based on the value of Tenant's improvements and Tenant's fixtures and other personal property erected or installed on the Premises and damages Tenant may sustain to the interest in the business operated by Tenant on the Premises, including, but not limited to, goodwill, patronage, and the removal, relocation, and replacement costs and expenses caused by such appropriation or taking, and Tenant may file such claims as are permitted by law for the loss of its leasehold interest, business dislocation damages, moving expense, or other damages caused by such taking or appropriation. Tenant's right to receive compensation or damages for its fixtures or its personal property shall not be affected in any manner by this Lease. 20. LIENS: Tenant shall promptly remove and discharge, at its cost and expense, all mechanic's liens, or other liens, for labor performed or materials furnished with respect to the Premises by or for Tenant. 21. PARKING AREA: All those portions of the SARTC which are not presently occupied by buildings and which are designated parking spaces shall be available for use by Tenant and Tenant's agents, employees, customers and invitees for parking and access to the public streets and highways (the "Parking Area"). Tenant further acknowledges that Landlord has entered into an agreement with the Orange County Transportation Authority for the operations of the OC Streetcar at SARTC, which is anticipated to begin construction in 2021. Such operations may affect the number of parking spaces available at any one time, though it is not possible to determine the precise effect at the time of this Lease. Surface Parking Lots 1 and 2 allow up to 72 -hour parking. Landlord will provide parking passes to identify all Tenant vehicles parked at SARTC at no cost to Tenant. If the parking structure at SARTC is full, Tenant and Tenant's agents, employees, customers and invitees must use the surface lots at SARTC. 22. TENANT'S DEFAULT: (a) If Tenant shall default in payment of Rent, when due, Landlord shall forward written notice, pursuant to Section 24, of such default to Tenant, and the 20B-10 failure of Tenant to cure such default within three (3) days after the date of receipt of such notice shall, at the sole option of Landlord, cause the termination of this Lease. (b) If Tenant shall default in the performance of any other terms or provisions of this Lease, and if Landlord shall give to Tenant written notice, pursuant to Section 24, of such default, and if Tenant shall fail to cure such default within thirty (3 0) days after receipt of such notice, Landlord at its sole option, shall cause the termination of this Lease immediately, 23. HAZARDOUS SUBSTANCES: (a) As used herein, the term "Hazardous Substances" shall mean, without limitation, any substance that is biologically or chemically active or any hazardous, toxic, or dangerous waste, substance (including, but not limited to, lead- based paint, asbestos or petroleum derivative substances), or material defined as such in (or for purposes of) (i) any state, federal or local environmental laws, interpretive letters, regulations, decrees or ordinances, (ii) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, (iii) the Resource Conservation and Recovery Act, (iv) any of the state or local "Super Fund", "Super Lien" or "Cleanup Lien" laws or (v) any other federal, state or local statute, law, ordinance, code, rule, interpretive letter, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any such substances or materials or any amendments or successor statutes with respect to any of the foregoing. (b) During the Term of this Lease, Tenant represents and warrants that no Hazardous Substances will be stored on the Premises and no Hazardous Substances will be discharged on the Premises by Tenant. Tenant agrees that such representations and warranties shall survive any termination of this Lease, and Tenant agrees to indemnify and hold lrarnrless Landlord from any and all costs,. expenses, claims and damages, including, but not limited to, attorneys' fees and costs of remediation, arising from Tenant's breach of any of the representations and warranties contained in this Section. 24. NOTICE: Any notice, tender, demand, delivery, or other communication pursuant to Us Lease 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 conmm nication in the maturer provided in this Section, to the following persons. TO TENANT: TOC Y: PGH Wong Engineering, Inc. Public Works Agency Attn: Peter G. H. Wong City of Santa Ana Chief Executive Officer 20 Civic Center Plaza (M-21) 182 — 2"d Street, Suite 500 Santa Ana, California 92701 San Francisco, CA 94105-3801 Attention: Executive Director of Public Works Agency AND Clerk of Council City of Santa Ana 20 Civic Center Plaza (M29) Santa Ana, California 92701 7 20B-11 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 25. USE: For the purposes of this Lease, Tenant's intended use of the Premises is strictly for office space. No other use of the Premises shall be permitted without written consent of Landlord. 26. GENERAL PROVISIONS: (a) This Lease (and the documents referred to herein) constitutes the entire agreement between the parties pertaining to the lease of Suite 220 contained herein and supersedes any and all prior and contemporaneous agreements, representations and understandings, oral or otherwise, between or among the parties with respect to the matters contained herein. (b) This Lease shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, legatees, distributes, legal representatives, successors and assigns. (c) This Lease shall not be modified, amended or supplemented, in whole or part, without the prior written consent of all parties hereto. Each and every waiver of any covenant, representation, warranty or any other provision hereof must be in writing and signed by each party whose interests are adversely affected by such waiver. No waiver granted in any one instance shall be construed as a continuing waiver applicable in any other instance. (d) If any legal action or other proceeding is brought for the enforcement hereof, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions hereof, the successful or prevailing party or parties shall be entitled to recover attorneys' fees, court costs and all expenses even if not taxable as corut costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. (e) This Lease shall be governed by the internal laws of the State of California without regard to and excluding its principles of conflicts of laws. (f) The parties further agree that upon request, they shall do such further acts and deeds, and shall execute, acknowledge, deliver and record such other documents and instruments, as may be reasonably necessary from time to time to evidence, confirm or carry out the intent and purposes of this Lease. (g) Unless the context in which used clearly requires another construction, throughout this Lease, the masculine gender shall be deemed to include the neuter of feminine or both, the neuter gender shall include the masculine or both, and the singular of terns shall include the 20B-12 plural and vice versa. The section headings are for convenience only and shall not affect the construction hereof. (h) If any one or more of the provisions hereof shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity or enforceability of any other provision hereof, which shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The parties intend that if any provision hereof is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. (i) Time is of the essence in the performance of each party's respective obligations 0) This Lease may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one in the same instrument, and it shall not be necessary that any single counterpart bear the signatures of all parties. (k) Unless expressly stated to be exclusive, no remedy conferred herein shall be deemed to be exclusive of any other remedy conferred herein or any other remedy now or hereafter available at law or equity. All remedies conferred herein, and all remedies now or hereafter available at law or equity, shall be deemed to be cumulative and not alternative, and may be enforced concurrently or successively. (1) All provisions of this Lease shall be construed as covenants and agreements where used in each separate provision hereof and shall bind and inure to the benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns, (m) All periods of time shall include Saturdays, Sundays and legal holidays; provided that, if the last day to perform any act or give notice falls on a Saturday, Sunday or legal holiday, then such act or notice shall be timely performed if given on the next succeeding business day. (n) Any holding over by Tenant of the Premises after the expiration or termination of this Lease shall operate and be construed as a tenancy from month to month on all terms of this Lease, terminable by either party upon thirty (30) days prior written notice to the other. (o) Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association between Landlord and Tenant, and no provision contained in this Lease nor any acts of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. 27. LANDLORD'S REPRESENTATIONS: Landlord hereby covenants, warrants and represents to Tenant that: (a) Landlord has the sole right, legal power and authority to enter into this Lease. 20B-13 (b) All rewired actions have been taken and satisfied by Landlord to authorize the execution and performance of this Lease. No other proceedings or actions on the part of Landlord are necessary to authorize this Lease or to carry out the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of Landlord enforceable against Landlord in accordance with its terms. (c) The individual(s) executing this Lease, on behalf of Landlord, has (or have) the fidl right, legal power and actual authority to bind Landlord to the terns and conditions hereof. IN WITNESS WHEREOF, the patties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: r .I John III.Funk Assistant City Attorney RECOMMENDED FOR APPROVAL FUAD S. SWEISS, PE, PLS Executive Director Public Works Agency CITY OF SANTA ANA Raul Godinez City Manager PGH Wong Engineering, Inc. By: Title: 10 20B-14 Exhibit A 'J .0 EXIIIBIT B ADDITIONAL LEASE CONDITIONS • SARTC business hours are seven days a week from 5AM to midnight. Tenant will be provided a key to access the facility during non -business hours via a designated door. Tenant shall be responsible to ensure that the after-hours designated entry doors remains secure and shall be solely responsible for any harm or damage to the Premises arising from or attributable to a breach of this obligation. a Tenant must provide SARTC Property Management Office with a point of contact for regular business hours and after hours. 20B-16 IMI MM DAILY MAINTENANCE TASKS General Cleaning Remove all litter found and clean unsightly soil from building, fixtures, walls, door frames, doors and other surfaces. Remove any spilled liquids or solids. Remove carpet stains. Pick up any towels from the floor or counters within locker rooms and fitness center, placing towels In the proper receptacle. Dusting Building Surfaces Remove all dust, lint, cobwebs, debris, dry soil, etc, from the surface of ledges, window sills, locker lops and fire extrigulshers. This shall include counter tops, walls, callings, door frames and sills, light switches, pictures, partitions, rails and other types of fixtures and surfaces which are not considered as furniture surfaces. This includes atrium wood ledges and specialty equipment such as test equipment, computers, typewriters, calculators, etc., which are located anywhere between the floor surface and up to nine (9) feet in height. Dusting shall be accomplished by the removal of loose soil from the area—not by moving It from one surface to another. Spot Cleaning of Building Surfaces, Furniture and Fixtures Clean to remove smudges, fingerprints, marks, streaks, tape, etc., from the surface of ledges, windows and sills, fire extinguishers, counter tops, walls, light fixture holders, calling vents, doors, door frames and sills, pictures, partitions, rails and other types of fixtures and surfaces. This would Include all items from the floor surface up to 11 feet In height Speclal care is to be taken to not permanently mar scratch or discolor any surface. Emptying of all Trash and Ash Receptacles All wastebaskets, cigarette ash receptacles and other trash containers shall be emptied and returned to their initial location. This shall Include those located in patio, balcony and parking areas, as well as any placed outside entry doors. Receptacles are to be cleaned as need each fine. Boxes, cans, papers and other containers marked "trash" (or are Obviously trash) shall be removed. Cardboard boxes and cartons are to be broken down flat. All collected waste from such receptacles shall be removed from the area and deposited in a designated dumpster or other receptacle in such a manner so as to prevent the adjacent area from becoming littered by said trash. Solled or tom trash receptacle liners shall be replaced with a new liner. Liners shall be replaced in such a manner so as to present a neat and unllorm appearance. Clean around the large. trash bins in the Ross Annex Parking Garage. Spot Cleaning of Trash Receptacles Remove non -permanent stains and soil from the interior and exterior surfaces of trash receptacles. Outside Patios. Balconies and Building Entryways Remove cobwebs from overhead surfaces and lights affixed to the building entryway areas. This would include cleaning the exterior of glass and metal doors, door thresholds and hardware. Remove any litter, cigarette butts or bird droppings. Entrance Glass. Mirrors and Workstation Glass Thoroughly clean both sides of all surrounding building entry door glass and entry doors for a uniform appearance free of all smudges, fingerprints, stains, streaks, lint, etc. Remove any paper and/or tape. Clean all mirrors In reslrooms, locker rooms and fitness center In the same manner as noted above. Spot clean workstation and/or partition glass daily as needed. Drinking Fountains and Sinks Remove all obvious soil, streaks, smudges, etc., from the hardware, including the spouts and drain. After cleaning and disinfecting, the entire drinking fountain and/or sink (includes all sinks In coffee rooms and lounges) shall be free of streaks, stains, spots, smudges, scale, and other removable soil. Oil is not to be used to polish metal fixtures. If needed, lime -away or a similar product shall be used to eliminate hard water build-up. 20B-17 DAILY MAINTENANCE TASKS Wash Basins, Toilets. Urinals and Showers Apply a germicidal detergent solution to all surfaces of wash basin, toilets, toilet seal hinges, pipes, urinals, showers and adjacent surfaces. Remove soil from all surfaces of these fixtures and adjacent surfaces. Dry all metal surfaces of faucets, handles, valves, etc. Shower wall, floor and door soap scum, mold and mildew shall be removed daily and drain screens cleaned of hair and lint. De -scale toilets and urinals to remove scum, mineral deposits, rust stains, etc. Oil is not to be used to polish metal fixtures. Refilling of Dispensers Check and refill each toilet paper, soap, paper towel, toilet seat cover and feminine hygiene dispenser. The supplies shall be placed In the dispensers in accordance with the supplies and dispenser manufacturer's directions. Soap dispensers and adjacent surfaces shall be wiped to remove spillage. Care shall be taken so as not to damage, dent or bend dispensers. Floor Drains Clean all floor drains and remove corrosion and tarnish. Entrance Mats Remove moisture, wet or dry soil, and any debris from carpeted, rubber and/or other material mats. Ensure mats are properly positioned on the floor. Vacuuming of Carpeted Floors Remove visible and hidden soil and debris from the carpet surface and from within the carpel pile. Chairs, trash receptacles, power cords, boxes and other such items shall be tilted or moved where necessary. Special attention shall be paid to corners, along the walls and under/between furniture to ensure carpet Is thoroughly cleaned in all areas. The carpet shall be free of all visible soil and litter. Vacuuming of All Fabric Furniture Surfaces Remove all dust, debris, lint, hair, litter and dry soil from all fabric surfaces of chairs, couches, work station partitions and other furniture with fabric covering. Stain Removal on Carpet, Upholstery, Partition Panels and Walls Clean and/or remove all stains as quickly as they are discovered so as not to allow them to set into the fabric. If the stain is a coffee spill, use a contractor -supplied product similar to Interface Coffee Breaker and follow the manufacturer's recommended procedures. Spot clean as necessary to correct soiled area. Mopping of Non -Carpeted Floors Remove soil, hair, dust and debris from non -carpeted floors. Trash receptacles and other such small items shall be moved as necessary and returned to their appropriate location. All accessible areas of the floor shall be damp mopped. Care shall be taken to prevent splash and mop streaks from being visible on furniture legs, doors, etc. "Caution Wet Floor" safety warning signs shall be placed so as to provide sufficient safety measures. After a floor has been damp mopped it shall have no puddled water and be free of soil, stains, debris, streaks and swirl marks. All wet floor signs shall be removed and put away when the floor is sufficiently dry to be safe for use. Disinfecting of Restrooms Furniture, Fixtures. Walls and Partitions Damp wipe and disinfect all non -wood hard surfaces of furniture, fixtures, walls, partitions, doors and lockers. Special care shall be taken to ensure these surfaces are not scratched, damaged or stained. In Parks locations, remove all graffiti from walls, doors, partitions, etc. Check for stoppages and plunge as needed. Immovable stoppages shall be immediately reported to 714-647-6523 , or sreafleng0santa-ane ora or faciuilar0sania-ana.org. r1- DAILY MAINTENANCE TASKS Cleaning of Wood Furniture and Surfaces Thoroughly clean to remove smudges, fingerprints, marks and streaks from wood surfaces while ensuring to not scratch or mar surfaces. Cleaning of Lunch — Break Rooms Included In this contract are all lunch and break rooms, Including the kitchen and cooking area, dishwashing area, restrooms, eating areas, vending machines, hallways, glass and painted doors, unlocked storage closets, microwave ovens and refrigerators. Wipe clean the Inside of all microwave ovens to remove any crumbs and/or spills. Areas shall be cleaned so that grease, dirt, food particles, trash and other litter are thoroughly removed from surfaces. These areas are to remain a healthy and clean environment for use by City employees on a daily basis. Fitness Center Exercise Equipment Wipe down all metal to polish off shoo marks and sweat stains. Clean upholstery and wipe off shroud and side rails of the treadmills, as well as the consoles on treadmills and other machines. Clean the elliptical trainers, ski machines, bikes and stair stepper machines to remove sweat and stains. Clean out the tracks of the elliptical trainer with a dry towel only. Clean tops of any rubber mats and under each treadmill by extra -vacuuming up the dust and black motor powder residue. SPECIAL NOTICES All furniture moved by the Contractor's or any Subcontractor's employees during the performance of any services shall be returned to Its appropriate location. All Items such as trash receptacles or desk chairs that are moved to enable cleaning underneath or around them shall be returned to their appropriate location. Work areas shall be secured and equipment placed to prevent passage by the general public and City staff. All such work areas shall be denoted as such. Work areas and equipment shall remain under this state/condition until all work is complete, equipment is vacated and passage is safe for all. The proper quantity and type of safety warning signs, such as "Caution — Wet Floor" shall be placed by the Contractor's employees each time such conditions exist that would wanant placement of such signs. Signs are to be picked up and stored in the appropriate janitor room once the condition no longer exists to warrant such signs. 20B-19 WEEKLY MAINTENANCE TASKS Spray and Buffing of Hard Floors Clean and restore a uniform glass and protective finish to restfient Vie or terrazzo floors that are finished with a floor finish. All chairs, trash receptacles, etc., shall be tilted or moved where necessary to spray buff underneath. The entire floor shall have a uniform coating of floor finish. All spray buff solution shall be removed from baseboards, furniture, trash receptacles, etc. Dusting of Blinds and Draperies Clean all blinds, shades and draperies. Care shall be taken not to spread dust Into the air. Dusting of Ceiling, Atrium Ledges. Lunchroom Drywall Ledges and HVAC Wall Vents Clean all HAVAC vents and area immediately surrounding them. Dust all etrlum ledges at the glassAvood railing areas and at the atrium stairs. Dust lunchroom drywall edges. Care shall be taken not to spread dust Into the air. High Dusting Remove dust, cobwebs, oily film, etc., from all Fixtures and surfaces above it feet from the floor surface. This would Include lights, grills, light fixtures, pipes, sprinkler systems, cables, ledges, walls, atrium wood and ledges, ceilings, vents, etc. Care shall be taken not to spread dust Into the alr. Ross Annex Parking Garage Inspect for and remove any gum from garage floor. SPECIAL NOTICES All furniture moved by the Contractor's or any Subcontractor's employees during the performance of any services shall be returned to Its appropriate location. All Items such as trash receptacles or desk chairs that are moved to enable cleaning underneath or around them shall be returned to their appropriate location. Work areas shall be secured and equipment placed to prevent passage by the general public and City staff. All such work areas shall be denoted as such. Work areas and equipment shall remain under this state/condition until all work is complete, equipment is vacated and passage is safe for all. The proper quantity and type of safety warning signs, such as "Caution — Wet Floor" shall be placed by the Contractor's employees each time such conditions exist that would warrant placement of such signs. Signs are to be picked up and stored in the appropriate Janitor room once the condition no longer exists to warrant such signs. 20B-20 MONTHLY MAINTENANCE TASKS NOTE: Some Items In this section are noted(*) as being performed at Intervals other than monthly. Respondents are Instructed to calculate those costs Into monthly figures for bidding purposes. Carpeted Floors Pile lift carpet floors In all areas. Carpeted Floors — BI -Monthly Spin bonnet all carpeted floors every two (2) months. `(calculate to monthly cost forbidding purposes) January; March; May; July; September and November Carpeted Floors — Semi-Amnllaliv' Extract clean carpeted floors two (2) times per year. `(calculate to monthly cost for bidding purposes) April and October Tile Floors Spray buff all file floors. Tile Floors — Quarterly Strip and wax all tile floors quarterly. '(calculate to monthly cost forbidding purposes) Ross Annex Parking Garage—Annually Clean the garage floor using West Extractor. Work to be performed after business hours at night or on weekend. '(calculate to monthly cost for bidding purposes) SPECIAL NOTICES All furniture moved by the Contractor's or any Subcontractor's employees during the performance of any services shall be returned to Its appropriate location. All Items such as trash receptacles or desk chairs that are moved to enable cleaning underneath or around them shall be returned to their appropriate location. Work areas shall be secured and equipment placed to prevent passage by the general public and City staff. All such work areas shall be denoted as such. Work areas and equipment shall remain under this statelcondition until all work is complete, equipment Is vacated and passage Is safe for all. The proper quantity and type of safety warning signs, such as 'Caution — Wet Floor" shall be placed by the Contractor's employees each time such conditions exist that would warrant placement of such signs. Signs are to be picked up and stored in the appropriate Janitor room once the condition no longer exists to warrant such signs. 20B-21 20B-22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: 18, 2018 AWARD PURCHASE ORDER TO LOS ANGELES TRUCK CENTERS, LLC, FOR TWO COMPRESSED NATURAL GAS CRANE TRUCKS (SPECIFICATION NO. 18-078) (STRATEGIC PLAN NO. 6,2) ff �:,i/PIANO 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 a one-time purchase and payment of purchase order to Los Angeles Truck Centers, LLC, for the procurement of two compressed natural gas crane trucks in the amount of $683,310, plus a contingency of $10,000, for a total amount not to exceed $693,310, 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 Public Works Water Resources Division is in need of new crane trucks to replace their older trucks that were purchased in 2000 and 2001. These trucks are used to move heavy equipment such as pipe material, large water pumps, traffic plates, and fire hydrants. Due to the extensive use and age of these vehicles, the trucks have proved to be unreliable and very expensive to repair. Additionally, the existing trucks are fueled with diesel and, due to California Air Resources Board requirements, must be replaced by 2021. The new trucks will be fueled with compressed natural gas (CNG) powered by a Cummins near -zero emissions engine, which is in alignment with the City's efforts to purchase alternative fuel vehicles to create. an environmentally responsible City fleet. Santa Ana Ordinance No. NS -2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The City of Ontario awarded a contract to Los Angeles Truck Centers, LLC (Purchase Order ONT-CA 0000043913) for procurement of natural gas crane trucks as a result of an open competitive bidding process that complies with City of Santa Ana requirements. 22A-1 Award Purchase Order for CNG Crane Trucks December 18, 2018 Page 2 The City of Ontario Notice Inviting Bids was advertised on September 25, 2018 on the same online bid management and publication system used by the City of Santa Ana. A summary of the bid invitations and bids received is as follows: 62 Vendors notified 4 Vendors downloaded the bid packet 1 Bid received 0 Bid received from a Santa Ana vendor The City of Ontario bid was opened on October 2, 2018, and evaluated. The bid submitted from Los Angeles Truck Centers, LLC is responsive to the specifications and meets the City requirements. The vendor has extended the contract pricing to the City. To allow for unanticipated services, accessories, and supplies a $10,000 contingency has been included in the award amount. Outreach Efforts The Purchasing Division determined that utilizing the City of Ontario's competitive bid is in the City's best interest, as the trucks have been competitively solicited and awarded with price as the main factor. In addition, local automobile franchisees have been made aware, via various means of communication, of the City's use of Cooperative agreements on which they have fair opportunity to bid when advertised. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 — Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds in the amount of $693,310 are available for expenditure in FY 2018-19 from the following accounts: $346,655 from the Water Systems Maintenance Machinery & Equipment capital account (06017641-66400) and $346,655 from the Sanitary Sewer Machinery & Equipment capital account (No. 05617640-66400). 12 APPROVED AS TO FUNDS AND ACCOUNTS &Glv-nlo Fuad S. Sweit, PE, PLS Kathryn Downs, CPA Executive Dire for Executive Director Public Works envy Finance and Management Services Agency FSS/CL/sm 22A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: CONTRACT AWARD TO ENTERPRISE FLEET MANAGEMENT FOR LEASED VEHICLES (SPECIFICATION NO. 18-093) (STRATEGIC PLAN NO. 1,5; 5,3; 5,4) 1 RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Award a contract to Enterprise Fleet Management for 50 leased vehicles for a three-year period expiring December 31, 2021, with provisions for two, one-year renewals exercisable by the City Manager, in an annual amount not to exceed $485,092 inclusive of a 10% contingency in the amount of $44,099, subject to non -substantive changes approved by the City Manager and City Attorney. The Santa Ana Police Department leases vehicles for various personnel based on need for field assignments. Leasing a variety of vehicles allows them to be interchanged in order to maintain anonymity and safety of the police officers. The Police Department currently leases 22 vehicles for the Special Investigations Division surveillance program and Task Force members. In addition, 20 vehicles are leased and assigned to background investigators, police commanders and various staff assigned to Training, Internal Affairs and the Personnel Division. Additionally, the Planning and Building Agency leases six vehicles to assist with Code Enforcement, Building Inspection and Cannabis Enforcement activities. On November 21, 2017, City Council approved a resolution to add two Combination Building Inspector positions to the Planning and Building Agency to increase building inspection capacity for current and future large development projects and to maintain adequate service levels. As a result, two additional vehicles are required for these positions to conduct building inspections. Santa Ana City Ordinance No. NS -2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The Interlocal Purchasing System (TIPS) is a national purchasing cooperative that offers access to competitively solicited contracts to local public procurement units, local government units, and eligible non -profits. The contract for fleet leasing and management services with Enterprise Fleet Management was awarded as a result of open, competitive bidding and meets the City's requirement. 22B-1 Contract Award for Leased Vehicles December 18, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports City efforts to meet Strategic Plan Goal #1 Community Safety #5, provide high quality Police and Fire/Emergency Medical Services response within the City of Santa Ana. Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #3, (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability in Santa Ana), and Objective #4, (Support neighborhood vitality and livability) FISCAL IMPACT Funds in the amount of $212,251.24 are available in FY 2018-19 (January — June 2019) Police Department accounts as follows: Department Location Account No. FY 2018-19 MMD and Adult Use 01114016-62300 $28,021.88 Office of the Chief of Police 01114400-62300 $24,440.53 Backgrounds 01114404-62300 $15,877.82 Traffic 01114405-62300 $6,492.35 Training Services 01114410-62300 $4,675.44 Professional Standards 01114415-62300 $10,562.57 Field Operations 01114420-62300 $49,560.32 District Investigations 01114435-62300 $6,451.76 Crimes Against Persons 01114440-62300 $42,600.10 Special Investigations 01114445-62300 $13,895.05 Jail Operations 01114475-62300 $4,663.69 Regional Narcotic Suppression 01114480-62300 $5,009.73 Future years proposed budgets will include allocations as follows: Account No. Anticipated Expenditures FY 2019-20 12 -months FY 2020-21 12 -months FY 2021-22 12 -months FY 2022-23 12 -months FY 2023-24 (6 -months) 01114016-62300 $56,043.77 $56,043.77 $56,043.77 $56,043.77 $28,021.88 01114400-62300 $48,881.05 $48,881.05 $48,881.05 $48,881.05 $24,440.53 01114404-62300 $31,755.64 $31,755.64 $31,755.64 $31,755.64 $15,877.82 01114405-62300 $12,984.71 $12,984.71 $12,984.71 $12,984.71 $6,492.35 01114410-62300 $9,350.88 $9,350.88 $9,350.88 $9,350.88 $4,675.44 01114415-62300 $21,125.15 $21,125.15 $21,125.15 $21,125.15 $10,562.57 01114420-62300 $99,120.65 $99,120.65 $99,120.65 $99,120.65 $49,560.32 228-2 Contract Award for Leased Vehicles December 18, 2018 Page 3 01114435-62300 $12,903.53 $12,903.53 $12,903.53 $12,903.53 $6,451.76 01114440-62300 $85,200.19 $85,200.19 $85,200.19 $85,200.19 $42,600.10 01114445-62300 $27,790.09 $27,790.09 $27,790.09 $27,790.09 $13,895.05 01114475-62300 $9,327.38 $9,327.38 $9,327.38 $9,327.38 $4,663.69 01114480-62300 $10,019.46 1 $10,019.46 $10,019.46 $10,019.46 $5,009.73 Totals $424,502.50 1 $424,502.50 $424,502.50 $424,502.50 $212,251.24 Funds in the amount of $30,294.26 are available in FY 2018-19 (January — June 2019) Planning and Building's Agency's accounts as follows: Department Location Account No. FY 2018-19 Permit & Ins SV 01116520-62300 $11,904.55 Administration 01116500-62300 $18,389.71 Future years proposed budgets will include allocations as follows: Account No. Anticipated Expenditures FY 2019-20 12 -months FY 2020-21 12 -months FY 2021-22 12 -months FY 2022-23 12 -months FY 2023-24 6 -months 01116520-62300 $23,809.10 $23,809.10 $23,709.78 $23,709.78 $11,904.55 01116500-62300 $36,779.42 $36,779.42 $36,779.42 $36,779.42 $18,389.71 Totals $60,588.52 $60,588.52 $60,588.52 $60,588.52 $30,294.26 David Valktin----� Chief of Police Santa Ana Police Department Minh Thai Executive Director Planning and Building Agency eg APPROVED AS TO FUNDS AND ACCOUNTS: IKIV- 6PIVXIO Kathryn Downs, CPA &�A(226) Executive Director w1 -0o z,6) Finance and Management Services Agency 22B-3 22B-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE AN AMENDMENT TO CHANGE THE TERM OF THE AGREEMENT WITH PLACEWORKS TO PROVIDE AN ENVIRONMENTAL ASSESMENT, RECREATIONAL VALUE ASSESSMENT AND NATIONAL PARK SERVICE DOCUMENTS FOR A LAND EXCHANGE, RELATED TO CENTENNIAL PARK {STRATEGIC PLAN NO. 5, 4A} RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an amendment to change the term of the agreement with Placeworks with no change in compensation, from December 31, 2018 to November 5, 2019 to provide an environmental assessment, recreational value assessment and additional documents required by the National Park Service for review of a land exchange between the Rancho Santiago Community College site and various park sites, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City currently licenses 2.6 acres of city property at Centennial Park to Santa Ana College. The deed condition from the Department of the Interior indicates the property is to be used for recreational purposes. In order for the College to continue using the site under a license, a land conversion needs to be approved by the National Park Service to remove the deed condition of the 2.6 acres and transfer it to the three new sites (Sixth/Lacy, Raitt/Myrtle and Pacific Electric Park) totaling 2.89 acres. Part of the requirement is to complete a recreational value assessment of the three new sites in comparison to the site at Centennial Park. On March 20, 2018, the City of Santa Ana entered into an agreement with Placeworks to provide the required assessment. As the City and consultant have proceeded on the assessment, additional discussions have been held with the National Park Services (NPS). NPS had provided feedback and requires information to be incorporated in the final document that is presented to NPS for consideration of the land exchange. The documents requested are environmental assessments of the park sites on Sixth Street/Lacy Street and Raitt Street/Myrtle Street. They have also requested that the environmental and recreational assessments include an evaluation 25A-1 Agreement Amendment with PlaceWorks to Change the Term of the Agreement December 18, 2018 Page 2 of the parking area used by Rancho Santiago Community College to determine if additional land is needed to be considered an equal exchange. Additionally, the NPS has requested the final document incorporate all the prior assessments into the new document for one all-encompassing document for NPS to review. Therefore, City Staff is requesting an amendment to change the term of the agreement with Placeworks in order to complete the work that remains. There is no change in the compensation as scope has not change, but rather more time is needed to complete all the steps in the process that are already included in the scope of work. Costs associated with this project will be reimbursed by Santa Ana College. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 — Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability), Strategy A (Support the design and construction of parks to provide increased open space and opportunities for recreation throughout the city, construct the Roosevelt Walker Park and Community Center, and develop concepts and proposals for the Library Park in Civic Center and Centennial Santa Ana River Eco -Park). FISCAL IMPACT There is no change in compensation to the agreement. There is no fiscal impact associated to this item. Executive Director Parks, Recreation and Community Services Agency Exhibit: 1. Agreement Amendment - Placeworks 25A-2 THIS FIRST AMENDMENT to the above -referenced agreement is entered into on December 18, 2018, by and between.PlaceWoik`s;:Ind., a California corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into an Agreement No. A-2018-077 dated March 20, 2018, to provide recreational value assessment in connection with land conversion of City properties of various types for the purpose of converting available properties into recreational use sites and perform environmental assessments. The term of the Agreement began on March 20, 2018, and is set to expire on December 31, 2018. B. The parties wish to amend the Agreement to extend the term of the Agreement to allow the Consultant to complete its work on the valuation project. The Parties therefore agree: 1. Section 3, TERM, is revised to extend the term of the Agreement through November 5; 2019. . 2. Except as modified by this First Amendment, all terms 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. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney /h By�Y LAURA A. ROSSINI Senior Assistant City Attorney RECOMMENDED FOR APPROVAL LISA RUDLOFF Executive Director, Parks, Recreation and Community Services Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT Name: Title: Page 1 of 1 25A-3 25A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE- 18,2018 ATE: 18,2018 TITLE: APPROVE AGREEMENT WITH ADVANCED TECHNOLOGY INFORMATION MANAGEMENT SYSTEMS FOR JAIL MANAGEMENT SYSTEM MAINTENANCE (STRATEGIC PLA NO. 1, 4A) C121 MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached three-year agreement with Advanced Technology Information Systems , for the period of December 19, 2018 through December 18, 2021, for software maintenance and customer support in an amount not to exceed $290,591 (including a $210,591 base agreement, $55,000 of interface enhancements, and a $25,000 contingency), subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On February 21, 2012, the City Council approved an agreement with Advanced Technology Information Systems (ATIMS) for a Jail Management software system (A-2012-029). This system's primary purpose is to manage Jail operations including inmate intake and release, inmate record management, visitation schedules, jail incidents, and inmate transfer and movement activities. It allows Jail staff to generate regulatory and fiscal reports required by the State as well as its contract agencies. Beyond the system's use within the Jail, this software is used by other members of the Police Department for processing registrants, sending documents to court, and managing mug shot photos. The Police Department is proposing to execute a new three-year agreement with ATIMS for the licensing, support, and maintenance of its Jail Management System for $210,591. In addition, the Department seeks to have ATIMS develop computer interfaces between the Jail Management System and the Records Management System from Central Square (formerly TriTech) in order to increase accuracy and efficiency for a cost of $55,000. A $25,000 contingency is also included for unanticipated work related to this system, for a total not to exceed amount of $290,591. The Santa Ana Jail has been using ATIMS to manage Jail information and operations since 2012. ATIMS has been accommodating, professional and consistent in its servicing of the system The Jail will continue to use ATIMS until technology enhancements present a better, more cost effective solution for managing Jail information and operations. 25B-1 ATIMS Agreement December 18, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 Community Safety, Objective #4, (Ensure a sound fiscal model for jail operations through coordinated efforts with personnel from the City Manager's Office, Police Department, City Attorney's Office, Finance, and Personnel.) Strategy A, (Modify the Santa Ana jail business model and identify short- and long-term goals to effectively meet the needs of the community through contract negotiations with outside agencies, evaluation of staffing needs and increasing operational efficiency.) FISCAL IMPACT Funds for this agreement in the amount of $290,591 are available in Police Department's FY 2018- 19 Jail Operations contract services account (no. 01114475 62300) and Police Department's Information Services contract services account (no. 01114425 62300) and will be included in proposed budgets for future years as follows: i In David V Chief of Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNT: d'�Z' " Kathryn Dow s, CPA Executive DirectorCeo Finance and Management Services Exhibit: 1. Agreement with Advanced Technology Information Systems, Inc. 25B-2 FY 2018-19 FY 2019-20 FY 2020-21 01114475 62300 68,780 69,843 71,968 01114425 62300 65,000 10,000 5,000 Total 133,780 79,843 76,968 290,591 i In David V Chief of Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNT: d'�Z' " Kathryn Dow s, CPA Executive DirectorCeo Finance and Management Services Exhibit: 1. Agreement with Advanced Technology Information Systems, Inc. 25B-2 CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 18th day of December, 2018, by and between Act I Group, Inc., a California corporation doing business as Advanced Technology Information Management Systems, ("ATIMS" or "Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of maintenance and services for the Jail Management Software and enhancement to interface with the Tri -Tech systems for the Santa Ana Detention Facility. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the attached Scopes of Service, identified as Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified as Exhibits A and B. The total amount for this Agreement shall not exceed $290,591 during the term of this Agreement. The sum of this amount shall include $210,591 for the base agreement; $55,000 for interface enhancements and a contingency amount of $25,000 for work assigned at the sole discretion of the City. b. Payment by City shall be made within 45 days (forty-five) 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. Page 1 of 8 25B-3 3. TERM This Agreement shall commence on December 19, 2018, and continue for a three (3) year term through December -18,2021, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional 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 Page 2 of 8 25B-4 damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. 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. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. C. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to fumish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons Page 3 of 8 25B-5 acting on its 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, but only to the extent that any such claim is not caused by the negligent operations of the City. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement, except for any liability caused by the modification of the work product or documents not done at the direction of ATIMS. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all Page 4 of 8 r nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. 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. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. Page 5 of 8 25B-7 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature 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 Page 6 of 8 r 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. 20. 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: Chief of Police City of Santa Ana 20 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-714-245-8007 To Consultant: The ACT I Group, Inc. dba ATIMS Attn: Director, Professional Services 9638 Topanga Canyon Place, #B Chatsworth, CA 91311 E-mail: Flo Ferrera (flof@atims.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. Page 7 of 8 25B-9 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 'i �I By:' Assistant City Attorney RECOMMENDED FOR APPROVAL: DAVID VALENTIN Chief of Police CITY OF SANTA ANA Raul Godinez City Manager ATIMS: Felix Rabinovich Vice President Tax ID# 25B-10 Page 8 of 8 Professional Services — Work Order Quote Exhibit A `` A��IVIS ..>,� i , M SWd fth, a mu, C.wO—sl Re@AtedFSencingAgreement for "SantaiAna Police 4epa kment mllcesfandkP Attn: Santa Ana Police Dept. Boris Duran -Police Systems Mgr. 60 Civic Center Plaza Santa Ana, CA 92702 Date: October 19, 2018 #1 Interface - Inbound Pre -Book: This interface will be based on a folder 1 $20,000 watch of an xml file. Tritech will supply an XML schema for their data. Tritech is not making any changes to their format and ATIMS will map all corresponding fields that apply. Assumptions: Person Master — ATIMS will not do any master name reconciliation, instead a temporary name will be used within ATIMS — last, first, middle, DOB will carry. As an option, additional person related fields can be parsed into a pre -book form. Unless stated otherwise, TriTech is not supplying a key of their master name. If that changes then ATIMS will need to make a change order to the scope of work. Arresting Officer — ATIMS will map personnel based on number (badge), if no match ATIMS will use ADMIN personnel. Charge table — Santa Ana responsible for making sure charge tables are in sync and matching criteria will be based on type and section. No match data will be ignored. "' SAPD is responsible for any turning OFF (flagging deleted) historical codes and importing news ones. No time will be allocated by ATIMS for this process unless stated otherwise. SAPD will setup bail schedule and all other meta data associated with charges. SAPD will be responsible for maintaining this table point forward unless stated otherwise i.e. amendments/changes/re-imports/etc. Case number will be mapped. •" All other data can be mapped to an xmi file that will be shown in the arrest page (including address and person demographics) #1A (additional option) - Pre -Book Form: ATIMS will create an arrest sheet (or use existing) and during the creation of the pre -book, create a new instance of the sheet and any relevant data to the sheet. ATIMS will stamp an external origination flag, to be used with #2 Interface to prevent exporting of ATIMS initiated pre -books. PAGE 1 OF 3 25B-11 $12,500 Professional Services — Work Order Quote6;F r ' MS .K w..ti.mee.mr.., neo. co"ntnon+f #2 Interface - Outbound Pre -Book. ATIMS will export a file to a folder 1 $10,000 based on Tritech XML schema. ATIMS will map to TriTech's format and match any relevant fields. SAPD must analyze and decide which fields will be used in Pre - Book to send Trigger will be done at INTAKE or TEMP HOLD create, this will ensure that receiving had a chance to reconcile the person. ATIMS will need to create 'Create Temp Hold" trigger as well to export from (additional scope) #3 Interface - Outbound Person Master. Export to Folder an xml file. 1 $12,500 Tritech to supply example XML. ATIMS will use TriTech's format and map fields that match. Export to trigger at any point after Booking Complete any save within screen involving person data i.e. AKA, address, char, SMT, photo. Mapping of fields will determine scope of work, ATIMS will not change any predefined NCIC lists. The XML payload will be the same for all triggers i.e. the person data will repeat on every save. TriTech to map into their master name. Photo will not be pushed as a file. ATIMS will provide relative path pointer to the image. TriTech will pull the image from a share. SAPD to provide share with view access rights. Installation and Configuration Included TOTAL COST SHAW —Quote is valid for 30 days —Payment Terms: 50% upon approval and the remaining 50% upon installation Important — Customer Please Read Software - The Customer is financially responsible for the purchase of all non-ATIMS software. This Includes all Ncrosoll and other 3rd parry software. The following list includes examples of software Nal are NOTincluded in the contract price. unless otherwise staled: Microson operating systems (IMndmrs?IWIO workstation W nd. 2005/2012 Server). Microsoft Office. Microsoft SOL Server. Internet firewall software and camera application software. In addition. a0 3rd party sotlware packages not listed above are tae financial esponsiblhly of the Customer unless otherwise slated. Hardware - The Customer Is financially responsible for Me purchase of all hardware. This includes PC Servers. PC Workstations: uninterruptible power supplies (UPS), cameras, camera station control boards and Ndeo cards, cables, wiring and other miscellaneous Instagabon materials. pd hardware purchases aro the finandal responsibility of the Customer and are NOT Included in the contract price unless otherwise stated. PAGE 2 OF 3 25B-12 Professional Services — Work Order Quote 4' SI`� MS H* (tone Pr/ew./ hw CmMruuri/ IN WITNESS WHEREOF. the party has caused this Pricing Agreement to be executed by their duly authorized representative on the date(s) shown below. Accepted and Approved by Customer: Signed: Printed: Title: Date: 2018 PAGE 3 OF 3 25B-13 Annual Maintenance Quote Exhibit B �'Ifils Wt ibnd HeTnd fb.v LOrrrictlo,nl Santa Ana Police Dept Boris Duran -Police Systems Mgr. 60 Civic Center Plaza Santa Ana, CA 92702 Maintenance for JMS 12-19-18 to 12-18-19 1 $ 68,780.00 Maintenance for JMS 12-19-19 to 12-I8-20 1 $ 69,843.00 Maintenance for JMS 12-19-20 to 12-18-21 1 $ 71,968.00 Total Cost $ 210,591.00 —Quote is valid for 30 days IN WITNESS WHEREOF, the party has caused this Pricing Agreement to be executed by their duly authorized representative on the date(s) shown below. Accepted and Approved by Customer. Signed: Printed: Title: Date: .2018 PAGE 1 OF 1 25B-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE AN AGREEMENT WITH LEXISNEXIS COPLOGIC SOLUTIONS, INC. FOR ONLINE POLICE REPORT SYSTEM (STRATEGIC PLAN NO. 1, 3A)' RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute a three-year agreement with LexisNexis Coplogic Solutions, Inc. for the period of January 1, 2019 through October 31, 2021 to provide access to its Desk Officer Reporting System (Order 1), and provide Collision Report Distribution Services (Order 2) for the period of January 1, 2019 through December 31. 2021, in an amount not to exceed $56,435.85, subject to non -substantive changes by the City Manager and City Attorney. On June 20, 2012, Council approved an agreement with Coplogic to provide access to its online police report system,Desk Officer Reporting System (Order 1). The Coplogic system was subsequently acquired by LexisNexis Risk Solutions. This system enables the public to quickly and efficiently document crimes where they have been a victim. By using this tool, the community is given an additional method to create a police report that is available at all times without having to wait for assistance from Police Department personnel. It also enhances the Santa Ana Police Department's ability to respond to more urgent requests for service by freeing up officers who would otherwise be occupied writing these reports. In addition, LexisNexis will provide Collision Report Distribution Services (Order 2). This service allows community members and insurance companies to easily order copies of collision reports. The Santa Ana Police Department wishes to execute a three-year agreement with LexisNexis Coplogic Solutions at $18,811.95 per year, for a three-year total not to exceed $56,435.85. The current agreement with LexisNexis expired on October 31, 2018 and this new agreement will cover the period of January 1, 2019 through October 31, 2021. In addition, City will recognize and pay Contractor for services provided during the period from November 1, 2018 to the agreement effective date of January 1, 2019. The software is proprietary and owned by LexisNexis Coplogic Solutions and can only be serviced by this company. The recommended action will allow for continuous service to the community and the Santa Ana Police Department. 25C-1 Agreement with LexisNexis Coplogic Solutions, Inc. December 18, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item assists the City in meeting Goal #1 Community Safety, Objective #3 (Promote fiscal accountability to ensure financial responsibility at all levels of the organization), Strategy A (Continuously evaluate and assess fiscal aspect of service delivery to ensure that the Police Department provides programs and services efficiently and effectively.) FISCAL IMPACT Funds forthis agreement are available in the Police Department's FY 2018-19 Information Services contract services account (no. 01114425-62300) and will be included in proposed budgets for future years as follows: David I Chief of Police Santa Ana Police Department FY 2018-19 $ 18,811.95 FY 2019-20 $ 18,811.95 FY 2020-21 $ 18,811.95 Total $ 56,435.85 APPROVED AS TO FUNDS AND ACCOUNTS: Kitliryn Down6, CPA Executive Director\-x0Lsc-;) Finance and Management Services Exhibit: 1. Agreement with LexisNexis Coplogic Solutions, Inc. 25C-2 ®LexisNexis° Coplogic'"Solutions LAW ENFORCEMENT AGREEMENT This Law Enforcement Agreement ("Agreement") is dated January 1, 2019 ("Effective Date") by and between LexisNexis Coplogic Solutions Inc., on behalf of itself and its Affiliates with its principal place of business at 1000 Alderman Drive, Alpharetta, Georgia 30005 ("Provider"), and City of Santa Ana, with its principal place of operations at 20 Civic Center Plaza, Santa Ana, California 92701 ("Agency"). Provider and Agency may be referred to herein individually as a "Party" and collectively referred to as "Parties". "Affiliate" means any corporation, firm, partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with Provider. This Agreement supersedes the previous Law Enforcement Agreement for Desk Officer Reporting System dated April 1, 2018. 1. SCOPE. Provider as part of its business has developed several comprehensive products and services for law enforcement. Subject to the terms and conditions of this Agreement, Agency desires to order and Provider agrees to provide the various products and services contained herein (collectively referred to as the "Services") as described in the attached Orders No. 1 and 2 (LexisNexis• Desk Officer Reporting System (DORS) and eCommerce Services) to this Agreement ("Order"). The Parties acknowledge Agency is a law enforcement entity with responsibility for the documentation, retention, and management of information and reporting related to vehicle accidents, citations, and incidents occurring within Its jurisdiction (as used within this Agreement, each documented event is a "Report"). "Report" shall also include any associated or supplemental Information provided with the Report including Agency name, images and upload date, as applicable. 2. LICENSE AND RESTRICTIONS. 2.1 License Grant and License Restrictions. Upon execution of an applicable Order, Provider hereby grants to Agency a restricted, limited, revocable license to use the Services only as set forth in this Agreement and any applicable Order, and for no other purposes, subject to the restrictions and limitations set forth below: a. Agency shall not use the Services for marketing or commercial solicitation purposes, resell, or broker the Services to any third -party or otherwise use the Services for any personal (non -law enforcement) purposes; and b. Agency shall not access or use Services from outside the United States without Provider's prior written approval; and c. Agency shall not use the Services to create a competing product or provide data processing services to third parties; and d. Agency's use of the Services hereunder will not knowingly violate any agreements to which Agency is bound; and e. Agency shall not harvest, post, transmit, copy, modify, create derivative works from, tamper, distribute the Services, or in any way circumvent the navigational structure of the Services, including to upload or transmit any computer viruses, Trojan Horses, worms or anything else designed to Interfere with, interrupt or disrupt the normal operating procedures of Services; and f. Agency may not use the 5ervicestostore ortransmitInfringing, libelous, or otherwise unlawful ortortious material, or to store or transmit material in violation of third -party privacy rights or otherwise infringe on the rights of others; and g. Agency shall not reveal any user accounts or passwords for the Services to any third parties (third parties shall not Include Agency's employees who have a need to know such information); and h. Agency shall not permit any third party (third parties shall not include Agency's employees who have a need to know such information) to view or use the Services, even if such third party is under contract to provide services to Agency; and i. Agency shall comply with all laws, regulations, and rules which govern the use of the Services. 2.2 Other Restrictions. In addition Provider may, at any time, impose restrictions and/or prohibitions on the Agency's use of the Services, or certain data or no longer offer certain functionalities or features that may be the result of a modification in Provider policy, a modification of third -party agreements, a modification in industry standards, a Security Event (defined below), a change in law or regulation, or the interpretation thereof. Upon written notification by Provider of such restrictions, Agency agrees to comply with such restrictions or, in the event that Agency is unable to comply, it shall notify Provider in writing of its inability to comply within ten (30) days after receipt of Provider's written notification. In that event, either Party may immediately terminate this Agreement by pro'M�J�{�Mf It notice thereof to the other Party Confidential and Prtr(irl�yl M ation of LexisNexis Confidential • law Enforcement Agrccmcnt cbc_I0.29.I8 Page 1 of 8 without such termination constituting a breach of this Agreement. Provider shall be Agency's designated preferred provider of such Services as are mutually agreed to and defined hereunder, related to the handling of Agency's Reports. 2.3 Violation of License Terms and / or Restrictions. Agency agrees that, if Provider determines or reasonably suspects that: (i) Agency is violating any license terms, restrictions, or other material provision of the Agreement; or (ii) Agency has experienced a Security Event (as herein defined), Provider may, at its sole option, take immediate action up to and including, without further obligation or liability of any kind, terminating Agency's account and the license to use the Services. 3. RETENTION / DISTRIBUTION. For all Services provided hereunder that involve Reports, Provider will maintain a copy of each Report for a period of no less than seven (7) years from the date of the Report. Provider will distribute Reports and/or specific data extracted from the Report to Individuals or legal entities ("Authorized Requestors") and other authorized law enforcement entities ("Agency Requestors") In accordance with an applicable Order and all applicable laws and regulations. 4. SUPPORT AND MAINTENANCE. 4.1. Ongoing Maintenance. Provider will, from time -to -time issue and/or provide maintenance including bug fixes, enhancements, new features, or new functionality that are generally made available to customers along with any corresponding changes to documentation ("Maintenance"). Maintenance does not include work to custom code, customized configurations, or to unauthorized modifications of the Services. Any Provider assistance beyond standard Maintenance will be billed at Provider's then current pricing schedule, as agreed upon in advance by the Parties. Additionally, upon Agency's written notice of new or revised legislation, statutes, or ordinances requiring any Services to be updated, Provider shall update or modify the Services or particular form consistent with such new regulation within a reasonable time. 4.2. SupportServices. Provider will provide ongoing support services for problems, queries or requests for assistance ("Support") provided that all requests for Support must be made to Provider Monday through Friday from 8:00 AM ET to 8:00 PM ET at 1-888-949-3835. Provider will also provide limited after hours Support including the ability to leave a message and receive a call back the following business day or sooner, if critical. In order to provide Support, Agency will provide all information reasonably required by Provider to identify the issue, including: an Agency point of contact (familiar with the Services and issue), description of issue, screenshots, the impact, and assist in Provider's efforts to reproduce the problem (as applicable). Provider will work to resolve problem with reasonable promptness for issues that are application or Services related (Provider is not responsible for resolving issues caused by Agency hardware). The Agency agrees to provide Provider with data transfers, as requested, remote access to the Services system, and with sufficient test time on the Agency's computer system to duplicate the problem, to certify that the problem is with the Services, and to certify that the problem has been corrected. If the problem cannot readily be resolved, Provider will attempt to identify a work around. Upon resolution of any issue, Provider shall notify the Agency of such resolution via email. The Parties agree that Provider is not obligated to ensure that its Services are compatible with outdated (exceeding 4 years from date of initial release) hardware, computer operating services or database engines. 4.3. On Site Support. In response to written Agency requests for Provider to provide on-site routine non -emergency support, Provider shall produce a written estimate of the time required to provide the requested support and state any requirements, such as the presence of Agency staff or other resources or materials. Any on-site support provided by Provider shall only be invoiced by Provider or paid by Agency if the problem arose due to something other than a defect in the Services. The Agency shall reimburse Provider at the rate of two thousand five hundred ($2,500.00) dollars per day for each Provider employee who provides any on-site support, and such fees will not include any reimbursement for Provider travel time or travel expenses. S. FEES. 5.1. Fees due to Provider. Any fees due to Provider for Services hereunder shall be specified in an Order ("Fees"). For any Order where Fees are specified, Provider will issue an invoice to Agency pursuant to the terms in the Order. Invoices shall be paid in full by Agency within thirty (30) days from invoice date. Provider may increase or decrease the Fee following the Initial Term (as defined in an applicable Order) in an Order by providing Agency no less than sixty (60) days written notice prior to the effective date of such pricing change. In the event Agency has a good faith dispute on all or a portion of an unpaid invoice ("Dispute"), Agency shall notify Provider in writing and follow the procedures set forth below. To the extent an interface or other technological development is required to enable an Agency designated third party (i.e., RMS Vendor) to receive Reports from Provider at Agency's request or to enable Provider to intake Agency Data, such cost shall not be borne by Provider. If any invoice (or undisputed portion thereof) remains unpaid and not subject to a Dispute after sixty (60) days from the invoice Confidential and PZ5tQ Amatlon of LexisNexis r•...,ena.r,i-1,w c"r—s--, A" ."mnl 1R,n Pte""l,.fR date, Provider shall have the right to terminate this Agreement (including all Services) or the right to discontinue the applicable Service immediately, without such action constituting a breach or incurring any liability herein. All Fees not properly disputed or paid shall accrue interest at the rate of eighteen percent (18%) per annum. All Fees are calculated for payment made via ACH, Wire, or Agency check. Agency agrees that Fees exclude taxes (if applicable) or other cost incurred by Agency's RMS Vendor or other third parties and agrees such costs shall be passed on to Agency . Provider shall not be required to enter into a third -party relationship to obtain payment for the Service provided to Agency; however, should Provider elect to do so, Provider reserves the right to charge Agency additional fees for such accommodation. 5.2. Fees due to Agency. All Reports requested by Agency Requestors shall be provided free of charge. Provider will collect a fee as set forth in an applicable Order ("Agency Feels)") on behalf of Agency for Report requests by an Authorized Requestor. Provider will remit any Agency Fees to Agency using the process as herein defined. For clarity, if a fee is not charged to an Authorized Requestor for the Report, no Agency Fee shall be collected or paid to Agency. In connection with this Section, on a monthly basis, Provider will electronically transfer to Agency's designated account, the total amount of applicable Agency Fees collected by Provider during the previous month. Provider will provide a monthly report to Agency identifying the number of Reports provided on its behalf. 5.3. Fees retained by Provider. Where permitted by law, Provider will charge a convenience fee for each Report provided to an Authorized Requestor ("Convenience Fee") which shall be retained by Provider. The Convenience Fee shall be established by Provider at its discretion, but in no event shall exceed the amount a provider may legally charge an Authorized Requestor. 6. TERMS AND TERMINATION. 6.1. Term. This Agreement shall commence upon the Effective Date and shall continue until terminated in accordance with this Agreement or the attached Orders 1 and 2 to this Agreement. Each Order shall set forth the specified term for the particular Service. 6.2. Termination. 6.2.1. Either Party may terminate this Agreement or any Order for cause if the other Party breaches a material obligation under the terms of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof from the non -breaching Party, provided, however, that if such material breach is of a nature that it cannot be cured, immediate termination shall be allowed. Failure to pay by either Party shall be considered a material default. 6.2.2. Either Party may elect to terminate this Agreement or any Order by providing written notice to the other of such intent, at least ninety (90) days prior to the end of the applicable Order term. 6.2.3. Provider may, upon six (6) months written notice to Agency, terminate any Service that will no longer be supported or offered by Provider. Provider will make reasonable efforts to transition Agency to a similar Service, if available. Further, Provider may at any time cease to provide Agency access to any portions of features of the Services thereof which Provider is no longer legally or contractually permitted to provide. 6.3. Effect of Termination. Upon termination of this Agreement, each Party shall be liable for payment to the other Party of all amounts due and payable for Services provided through the effective date of such termination. Upon receipt of Agency's written request after termination, Provider shall provide Agency with access to Reports provided by Agency under this Agreement and/or data provided through provision of the Services by Agency under an applicable Order so Agency may download and/or copy such information. Provider shall not be obligated to delete from its databases (or from other storage media) and/or return to Agency, Reports already provided to Provider by Agency, and shall be permitted to continue to maintain and distribute the Reports already in its possession to Authorized Requestors in compliance with applicable laws and regulations. 7. RELEVANT LAWS. Each Party shall comply with all applicable federal, state, and local laws and regulations related to its performance hereunder, including: 7.1. Driver's Privacy Protection Act. Agency acknowledges that certain Services provided under this Agreement may include the provision of certain personal information from a motorvehicle record obtained by Providerfrom state Departments of Motor Vehicles as those terms are defined by the Federal Driver's Privacy Protection Act, 18 U.S.C. § 2721 et seq., ("DPPA") and its state analogues ("DMV Data"), and that Agency is required to comply with the DPPA or its state analogues, as applicable. Agency agrees that it may be required to certify its permissible use of DPPA or DMV Data at the time it requests information in connection with certain Services and will recertify upon request by Provider. 7.2. Fair Credit Reporting Act. The Services provided pursuant to this Agreement are not provided by "consumer reporting agencies" as that term is defined in the Fair Credit Reporting Act (15 U.S.C. § 1681, et seq.) ("FCRA") and do not constitute Confidential and Prgk5pI75mation of LexisNexis r""od.,,ri"r - r "W F"r m�"r e".�, nr rx "r P," a..fn "consumer reports" as that term is defined in the FORA. Agency certifies that it will not use any of the information it receives through the Services in whole or in part as a factor in determining eligibility for credit, insurance, or employment or for any other eligibility purpose that would qualify the information in as a consumer report 7.3. Protected Health Information. Unless otherwise contemplated by an applicable Business Associate Agreement executed by the Parties, Agency will not provide Provider with any Protected Health Information (as that term is defined in 45 C.F.R. Sec. 160.103) or with Electronic Health Records or Patient Health Records (as those terms are defined in 42 U.S.C. Sec. 17921(5), and 42 U.S.C. Sec. 17921(11), respectively) or with information from such records without the execution of a separate agreement between the Parties. 7.4. Social Security Numbers. Social Security Numbers may be available hereunderas part of Reports and/or related data provided from certain states. However, Agency shall not provide Social Security Numbers to Provider under any circumstance under this Agreement. should Agency require more information on Social Security Numbers or its obligations in relation thereto, Agency should contact Provider Agency Service at 1-866.215-2771 for assistance. 7.5. Privacy Principles. Agency shall comply with the "Provider Data Privacy Principles" available at htti)://www.lexisnexis.com/privacy/data-privacy-I)rinciples.aspx, as updated from time to time. Provider shall notify Agency in writing in the event that material changes are made to the Provider Data Privacy Principles. 7.6. Security. Agency agrees to protect against the misuse and/or unauthorized access of the Services provided to Agency in accordance with this Agreement and as set forth in Exhibit A, attached hereto. B. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY OWNERSHIP. 8.1. Definition. "Confidential Information" means all non-public information provided by the disclosing Party to the receiving Party hereunder, including, without limitation, the terms of this Agreement, all information related to technical, financial, strategies and related information, business information, computer programs, algorithms, know-how, processes, databases, systems, ideas, inventions (whether patentable or not), schematics, Trade Secrets (as defined by applicable law) and other information (whether written or oral). Confidential Information does not include Reports and information related thereto. Confidential Information does not include information that was, at the time of the disclosure: (a) or becomes (through no improper action or inaction by the recipient) generally known to the public; (b) lawfully disclosed to recipient by a third -party and received in good faith and without any duty of confidentiality by the recipient or the third -party; (c) in recipient's possession or known to it prior to receipt from discloser; or (d) independently developed by recipient; provided in each case that such forgoing information was not delivered to or obtained by recipient as a result of any breach of this Agreement. 8.2. Treatment of Confidential Information. Each Party agrees to protect the Confidential Information with the same degree.of care it uses to protect its own confidential information of a similar nature, but not less than a reasonable standard of care and not to use the other Party's Confidential Information other than as necessary to perform its obligations or as permitted under this Agreement. A Party shall not remove or destroy any proprietary or confidential legends or markings placed upon or contained within any Confidential Information. 8.3. Intellectual Property Ownership. Each Party retains all right, title, and interest under applicable contractual, copyright and related laws to their respective Confidential Information, including the right to use such information for all purposes permissible by applicable laws, rules, and regulations. Provider retains all rights (other than the limited license granted herein), title, interest, ownership and all intellectual property rights in the Services including any improvements or modifications thereto, and Agency shall use such information consistent with such right, title and interest and notify Provider of any threatened or actual infringement thereof. Agency shall not remove or obscure any copyright or other notices from the Services or materials provided hereunder. 8.4. Exception for Subpoenas and Court Orders. A Party may disclose Confidential Information solely to the extent required by subpoena, court order or other governmental authority, provided that the receiving Party provides the disclosing Party prompt written notice of such subpoena, court order or other governmental authority so as to allow the disclosing Party an opportunity to obtain a protective order to prohibit or limit such disclosure at its sole cost and expense. Confidential Information disclosed pursuant to subpoena, court order or other governmental authority shall otherwise remain subject to the terms applicable to Confidential Information. 8.5. Duration. Each Party's obligations with respect to Confidential Information shall continue for the term of this Agreement and for a period of five (5) years after termination of this Agreement, provided however, that with respect to Trade Secrets, each Party's obligations shall continue for so long as such Confidential Information continues to constitute a Trade Secret. 8.6. Return of Confidential Information. Upon the written request of a Party (and except as otherwise specifically set forth in an applicable Order), each Party shall return or destroy (and certify such destruction in a signed writing) any of the other Party's Confidential Information unless retention of such information is required by law, regulation, court order, or other similar mandate. Confidential and PrZSCA76nation of LexisNexis f-nnf Imlial-I am Fnr..l Aor r01 IR 0 Pa"r.dofx 8.7. Injunctive Relief. In the event of a breach or a threatened breach of the confidentiality or privacy provisions of this Agreement, the non -breaching Party may have no adequate remedy in monetary damages and, accordingly, may seek an injunction against the breaching Party. 8.8. Other. During the term of this Agreement and subject to approval by Agency, Agency agrees to serve as a reference for the Services, which may include (i) reference calls with mutually acceptable prospects; (ii) a published `success story" describing the partnership with Provider; (iii) the use of Agency's name in Provider marketing activities; or (iv) a favorable reference of Provider to an industry analyst or at an industry conference. 9. PROVIDER AUDIT RIGHTS. Agency understands and agrees that, in order to ensure Agency's compliance with the Agreement, as well as with applicable laws, regulations and rules, Provider's obligations under its contracts with its data providers, and Provider's internal policies, Provider may conduct periodic reviews of Agency's use of the Services and may, upon reasonable notice, audit Agency's records, processes and procedures related to Agency's use, storage and disposal of the Services and information received therefrom. Agency agrees to cooperate fully with any and all audits and to respond to any such audit inquiry within ten (10) business days, unless an expedited response is required. Violations discovered in any review and/or audit by Provider will be subject to immediate action including, but not limited to, invoicing for any applicable Fees (if Services are based on number of users and Agency's use exceeds licenses granted), suspension or termination of the license to use the Services, legal action, and/or referral to federal or state regulatory agencies. 10. REPRESENTATIONS AND WARRANTIES. Agency represents and warrants to Provider that Agency is fully authorized to disclose Reports, information, and related data or images to Provider in accordance with this Agreement and to grant Provider the rights to provide the Services as described herein. Where redaction of Reports is required prior to provision to Provider, Agency represents and warrants it will redact applicable Reports consistent with all laws and regulations. In performing their respective obligations under this Agreement, each Party agrees to use any data and provide anyservices, in strict conformance with applicable laws and regulations, and further, to comply with all applicable binding orders of any court or regulatory entity and consistent with the terms of this Agreement. 11. LIMITATION OF WARRANTY. For purposes of this section, "Provider" includes Provider and its Affiliates, subsidiaries, parent companies, and data providers. THE SERVICES PROVIDED BY PROVIDER ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING ITS ACCURACY OR PERFORMANCE INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, ORIGINALITY, OR OTHERWISE, OF ANY SERVICES, SYSTEMS, EQUIPMENT OR MATERIALS PROVIDED HEREUNDER. 12. LIMITATION OF LIABILITY. To the extent permitted by applicable law, Provider's entire liability for any claims(s) resulting from its acts or omissions, including, but not limited to negligence claims under this Agreement shall not exceed the total amount of Fees actually received by Provider from Agency (excluding pass through or out of pocket expenses) for the specific Services from which liability arises during the twelve (12) month period immediately preceding the event first giving rise to such liability, and if not yet in the twelfth (121h) month of this Agreement, for the period leading up to such event. To the extent the relevant Services are made available at no cost to Agency, than in no event shall Provider's liability to Agency under this Agreement exceed One Hundred dollars ($100.00) In the aggregate. This limitation of liability will not apply to any claims, actions, damages, liabilities or fines relating to or arising from Provider's gross negligence or willful misconduct. In no event shall Provider be liable for any indirect, special, incidental, or consequential damages in connection with this Agreement or the performance or failure to perform hereunder, even if advised of the possibility of such damages. 13. INDEMNIFICATION. To the extent permitted under applicable law, each Party shall defend, indemnify, and hold harmless the other Party, its Affiliates, and their officers, directors, employees, and Agents (the "Indemnified Parties") against and from any and all losses, liabilities, damages, actions, claims, demands, settlements, judgments, and any other expenses (including reasonable attorneys' fees), which are asserted against the Indemnified Parties by a third party, but only to the extent caused by (i) violation of law in the performance of its obligations under this Agreement by the indemnifying party, its Affiliates, or the officers, Agents or employees of such party (the "Indemnifying Parties"); (ii) the gross negligence or willful misconduct of the Indemnifying Parties during the term of this Agreement; (iii) violation, infringement or misappropriation of any U.S. patent, copyright, trade secret or other intellectual property right; or (iv) with respect to Confidential and Prgr5algl7fErmation of LexisNexls r•...,rne.,,:,r_t,..,c.,r ..e..,..,. e,..e....e...nr rx..r Po c"ry Agency, violation of any of the license terms or restrictions contained in this Agreement. The indemnities in this section are subject to the Indemnified Parties promptly notifying the Indemnifying Parties in writing of any claims or suits. 14. FORCE MAJEURE. Neither Party will be liable for any delay or failure to perform its obligations hereunder due to causes beyond its reasonable control, Including but not limited to natural disaster, pandemic, casualty, act of God or public enemy, riot, terrorism, or governmental act; provided, however, that such Party will not have contributed in any way to such event. If the delay or failure continues beyond thirty (30) calendar days, either Party may terminate this Agreement or any impacted Order with no further liability, except that Agency will be obligated to pay Provider for the Services provided under this Agreement prior to the effective date of such termination. 1S. NOTICES. All notices, requests, demands or other communications under this Agreement shall be in writing to the address set forth in the opening paragraph and shall be deemed to have been duly given: (i) on the date of service if served personally on the Party to whom notice is to be given; (ii) on the day after delivery to a commercial or postal overnight carrier service; or (iii) on the fifth day after mailing, If mailed to the Party to whom such notice is to be given, by first class mail, registered or certified, postage prepaid and properly addressed. Any Party hereto may change its address for the purpose of this section by giving the other Party timely, written notice of Its new address in the manner set forth above. 16. MISCELLANEOUS. 16.lAffiliates. Agency understands and agrees that certain Services furnished under this Agreement may actually be provided by one or more of Provider' Affiliates. 16.2 Independent Contractor/No Agency. Each Party acknowledges that it has no authority to bind or otherwise obligate the other Party. 16.3 Assignment. Neither Party shall assign this Agreement in whole or in part without the prior written consent of the other Party, and any such attempted assignment contrary to the foregoing shall be void. Notwithstanding the foregoing, an assignment by operation of law, as a result of a merger or consolidation of a Party, does not require the consent of the other Party. This Agreement will be binding upon the Parties' respective successors and assigns. 16.4 Headings. Interpretation, and Severability. The headings in this Agreement are inserted for reference only and are not intended to affect the meaning or interpretation of this Agreement. The language of this Agreement shall not be construed against either Party. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 16.5 Waiver: Remedies Non -Exclusive. No failure or delay on the part of any Party in exercising any right or remedy provided in this Agreement will operate as a waiver thereof. Unless otherwise provided herein, any remedy will be cumulative to any other right or remedy available at law or in equity. 16.6 Survival. Sections 2-4, 7-12, and 15 shall survive the termination or rescission of this Agreement. 16.7 Provider Shared Facilities. Provider may utilize facilities located outside the United States to provide support or the Services under this Agreement, and If such centers are utilized they shall be under the control of Provider and subject to all Provider policies that govern data access, protection and transport in the United States. 16.8 Entire Agreement. This Agreement represents the entire agreement of the Parties and supersedes all previous and contemporaneous communications or agreements regarding the subject matter hereto. Agency by its signature below hereby certifies that Agency agrees to be bound by the terms and conditions of this Agreement including those terms and conditions posted on web pages specifically set forth herein or contained with anysoftware provided under this Agreement, as may be updated from time to time. Any additional terms or conditions contained in purchase orders or other forms are expressly rejected by Provider and shall not be binding. Acceptance or non -rejection of purchase orders or other forms containing such terms; Provider's continuation of providing Products or Services; or any other inaction by Provider shall not constitute Provider's consent to or acceptance of any additional or different terms from that stated in this Agreement. This Agreement may only be modified by a written document signed by both Parties. 16.9 Governing Law. The Agreement will be governed by and construed under the laws of the State of California excluding its conflict of law rules. Confidential and PZ MIarnation of LexisNexis r.,,r„u,.W.i.WA.,~niix„i Pa,Rnrx IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective authorized representatives as of the Effective Date. Agency: City of Santa Ana Signature:__ Printed Name: Raul Godinez If Title: City Manager Date: ATTEST: MARIA HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Awk-� Tamara Bogosian Assistant City Attorney RECOMMENDED FOR APPROVAL: DAVID VALENTIN Chief of Police Provider: LexisNexis Coplogic Solutions Inc. Signature: Printed Date: Confidential and P2rlCtdT i7amation of LexisNexis f',u,fuimtial _ I aur Fnfn,.m t A.,nn t ni ix vi PaeP.7 rx EXHIBIT A -SECURITY AND NOTIFICATION REQUIREMENTS 1. Data Protection. Agency shall take appropriate measures to protect against the misuse and unauthorized access through or to Agency's (i) credentials ("Account IDs") used to access the Services; or (ii) corresponding passwords, whether by Agency or any third party; or (iii) the Services and/or information derived therefrom. Agency shall manage identification, use, and access control to all Account IDs in an appropriately secure manner and shall promptly deactivate any Account IDs when no longer needed or where access presents a securityrisk. Agency shall Implement its own appropriate program for Account ID management and shall use commercially reasonable efforts to follow the policies and procedures for account maintenance as may be communicated to Agency by Provider from time to time in writing. 2. Agency's Information Security Program. Agency shall implement and document appropriate policies and procedures covering the administrative, physical and technical safeguards in place and relevant to the access, use, storage, destruction, and control of information which are measured against objective standards and controls ("Agency's Information Security Program"). Agency's Information Security Program shall: (1) account for known and reasonably anticipated threats and Agency shall monitor for new threats on an ongoing basis; and (2) meet or exceed industry best practices. Agency will promptly remediate any deficiencies Identified in Agency's Information Security Program. Agency shall not allow the transfer of any personally identifiable information received from Provider across any national borders outside the United States without the prior written consent of Provider. 3. Agency Security Event. In the event Agency learns or has reason to believe that Account IDs, the Services, or any information related thereto have been misused, disclosed, or accessed in an unauthorized manner or by an unauthorized person (an "Agency Security Event") Agency shall: (1) provide immediate written notice to: a) the Information Security and Compliance Organization at 1000 Alderman Drive, Alpharetta, Georgia 30005; or Ib) via email to (security.investigations@lexisnexis.com); or c) by phone at (1-888-872-5375) with a written notification to follow within twenty four (24) hours; and (ii) promptly investigate the situation; and (iii) obtain written consent from Provider, not to be unreasonably withheld, prior to disclosing Provider or the Services to any third party in connection with the Agency Security Event; and (iv) if required by law, or in Provider discretion, Agency shall: a) notify the Individuals whose information was disclosed that an Agency Security Event has occurred; and b) be responsible for all legal and regulatory obligations including any associated costs which may arise in connection with the Agency Security Event; and (v) remain solely liable for all costs and claims that may arise from the Agency Security Event, including, but not limited to: litigation (including attorney's fees); reimbursement sought by individuals (including costs for credit monitoring and other losses alleged to be in connection with such Agency Security Event); and (vi) provide all proposed third party notification materials to Provider for review and approval prior to distribution. In the event of an Agency Security Event, Provider may, In its sole discretion, take immediate action, including suspension or termination of Agency's account, without further obligation or liability of any kind. Confidential and ➢ SQnrWation of LexisNexis r'nnfidr,W-Inm Fnf m JAevr J011R0 Pa..RnfR 0 LexisNexis- I Coplogic"solutions Order No. 1 LexisNexis° Desk Officer Reporting System (DORS) This Order No. 1 ("Order") is entered into this.lst day of January, 2019 ('Order Effective Date") between City of Santa Ana ("Agency") and LexisNexis Coplogic Solutions Inc., on behalf of Itself and its Affiliates ("Provider") and subject to the terms and conditions of the Law Enforcement Agreement effective January 1, 2019 ("Agreement') between the Parties. 1. TERMS AND CONDITIONS. All of the terms and conditions contained in the Agreement shall remain in full force and effect and shall apply to the extent applicable to this Order except as expressly modified herein. To the extent that the terms and conditions of this Order are in conflict with the terms and conditions of the Agreement, or any other incorporated item, this Order shall control. Capitalized terms used herein but not defined shall have the same meaning as set forth in the Agreement. 2. DESCRIPTION OF SERVICES. Provider, as part of its business has developed and makes available to law enforcement entities an online citizen reporting system called LexisNexis* Desk Officer Reporting System ("DORY') enabling individuals, retail companies and other organizations to file reports, crime tips and other forms online to law enforcement. 3. SCOPE OF SERVICES. Provider agrees to provide the following Services to Agency subject to the provisions of this Order. Any change to the Services asset forth in this Order that occur after the Order Effective Date must be made by amendment to this Order, signed by both Parties. Provider will provide the following Services described below subject to Agency's technology capabilities, processes, and work -flow functionality. 3.1. Services. DORS uses the J2EE standard. DORS is designed to gather information on incidents from a member of the general public (user) via an SSL connection. DORS will issue a temporary report number to the user and place the temporary report into an administrative holding area for review and modification by appropriate Agency administrator. An email is generated to the user that the report has been submitted. The Agency administrator logs in via an SSL connection and approves, rejects, edits or prints reports as appropriate. Rejecting a report deletes it from the DORS system and sends an appropriate email to the user. Approving the report Issues a number, places it in a queue to be exported (as determined during implementation), and sends an appropriate email to the user. The Agency administrator and user can download the approved report and/or print the approved report out. Provider shall provide Report retention and distribution services as set forth in in Section 3 of the Agreement, including an on-line Report distribution website. 3.2. Support and Maintenance. Provider will provide Support and Maintenance Services in accordance with the terms and conditions set forth in Section 4 of the Agreement. 4. TERM AND TERMINATION. This Order shall commence upon the Order Effective Date and shall continue for an initial term through October -31,'2021 ("Initial Term"), whereupon this Order shall automatically renew for additional twelve (12) month periods ("Renewal Term"j, unless either Party provides written notice to the other Party, at least forty five (45) days prior to the expiration of the Renewal Term. S. FEES AND PRICE ADJUSTMENTS. The Fees for the Services shall be subject to the terms set forth in Section S of the Agreement. 5.1. The Agency Fee is Zero Dollars and 00/100 ($0.00) 5.2. Fee. Agency shall pay a license Fee for the Services which includes Support and Maintenance Services in the amounts set forth below ("Fee"). The Fee shall be invoiced by Provider according to the Agreement. 5.2.1. For the period of November 1, 2018 to December 31, 2018, the Fee shall be Three Thousand One Confidential and Proprietary Information of LexisNexis DORS Order cbc_10.29.18 25C-11 Page 1 of 2 ®' LexisNexis- I Coplogic"Solutions Hundred and Thirty Five Dollars and 32/100 ($3,135.32). In exchange for the Desk Officer Reporting System services provided from January 1, 2019 to October 31, 2019, Agency agrees to pay Provider Fifteen Thousand Six Hundred and Seventy Six Dollars and 63/100 ($15,-676.631 For the period of November 1, 2019 to October 31, 2020, the Fee shall be Eighteen Thousand Eight Hundred and Eleven Dollars and 95/100 ($18,811.95). For the period of November 1, 2020 to October 31, 2021, the Fee shall be Eighteen Thousand Eight Hundred and Eleven Dollars and 95/100 ($18,811.95). The total amount for the license fees shall not exceed Fifty -Six Thousand Four Hundred Thirty -Five Dollars and 85/100 ($56,435.85). The Annual Fee shall be invoiced at the beginning of each Renewal Term and according to the Agreement. IN WITNESS WHEREOF, the Parties have caused this Order to be executed by their respective authorized representatives as of the Effective Date. Agency: City of Santa Ana Printed Name: Raul Godinez II Title: City Manager ATTEST: MARIA HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Tamara ogosian Assistant City Attorney RECOMMENDED FOR APPROVAL: DAVID VALENTIN Chief of Police Confidential and Proprietary Information of LexisNexis DORS Order cl c_10.29.18 Provider: LexisNexis Coplogic Solutions Inc. Signature: Printed Na Title: 25C-12 Page 2 of 2 ($* LexisNexis• I Coplogic"Solutions Order No. 2 eCommerce Services This Order No. 2 ("Order") is entered into this 1st day of January, 2019 ("Order Effective Date") between City of Santa Ana ("Agency") and LexisNexis Coplogic Solutions Inc., on behalf of itself and its Affiliates ('Provider") and subject to the terms and conditions of the Law Enforcement Agreement effective January I, 2019 ("Agreement") between the Parties. 1. TERMS AND CONDITIONS. All of the terms and conditions contained in the Agreement shall remain in full force and effect and shall apply to the extent applicable to this Order except as expressly modified herein. To the extent that the terms and conditions of this Order are in conflict with the terms and conditions of the Agreement, or any other incorporated item, this Order shall control. Capitalized terms used herein but not defined shall have the same meaning as set forth in the Agreement. 2. DESCRIPTION OF SERVICES. Provider, as part of its business, has developed web based portal(s) to distribute Reports to Authorized Requestors and other authorized entities online. In exchange for the Services provided to Agency, Agency agrees that Provider shall have the sole and exclusive right to sell the Agency's crash reports online and to distribute data extracted from the Reports. Agency retains the rights to fulfill requests for a Reports made pursuant to state freedom of information laws. 3. SCOPE OF SERVICES. Provider agrees to provide the following Services to Agency subject to the provisions of this Order. Any change to the Services as set forth in this Order that occur after the Order Effective Date must be made by amendment to this Order, signed by both Parties. Provider will provide the following Services subject to Agency's technology capabilities, processes, and work -flow functionality: 3.1. Access to an online agency administration portal to view Reports, generate analytics, and obtain information related to Agency's Reports 3.2. Establish a communication protocol to electronically or manually transfer Reports in a timely manner from Agency to Provider, and 3.3. Provide Report retention and distribution services as set forth in in Section 3 of the Agreement 3.4. Other Services: Agency uses Crossroads Software Inc. ("Crossroads") and hereby authorizes Provider to receive Reports from Crossroads and to distribute such Reports in accordance with Section 3 of the Agreement. For any Reports for which Provider does not receive electronic data elements from Crossroads, Agency acknowledges and agrees that Provider shall (i) manually key certain data fields from such Reports and upload such Reports and related data into Provider's systems and (ii) transfer such keyed data back to Crossroads for use in accordance with Crossroads' separate agreement with Agency. Agency assumes any and all responsibility for the actions or inactions of such transfers to or from Crossroads and indemnifies Provider from any and all claims Crossroads or other third parties may have arising from or relating to Provider's compliance with this Agency request. 4. TERM AND TERMINATION. This Order shall commence upon the Order Effective Date and shall continue for an initial term of thirty six (36) months ("Initial Term"), whereupon this Order shall automatically renew for additional twelve (12) month periods ("Renewal Term") unless either Party provides written notice to the other Party, at least forty-five (45) days prior to the expiration of the Renewal Term. S. FEES. Pursuant to Section 5 of the Agreement, the Agency Fee is Twenty Dollars and 00/100 ($20.00). There shall be no fee to Agency for the Services. Confidential— eCommerce Order_cbc_I 0.29.18 "5C-13 Pagel oft IN WITNESS WHEREOF, the Parties have caused this Order to be executed by their respective authorized representatives as of the Effective Date. Provider: LexisNexis Coplogic Solutions, Inc. Agency: City of Santa Ana Signature: Printed ATTEST: MARIA HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City torne7 B V. Tamara Bogosian Assistant City Attorney RECOMMENDED FOR APPROVAL: DAVID VALENTIN Chief of Police Confidential — eCrash Order Q4.V 1.15 Printed Name: Raul Godinez II Title: City 25C-14 Page 2 of 2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE A LEASE AGREEMENT WITH GREATAMERICA FINANCIAL SERVICES FOR CRIME SCENE MAPPING HARDWARE & SOFTWARE (STRATEGIC—PLAN NO.1, 1F} r CI MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: -:• e ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and the Clerk of the Council to execute the attached four-year agreement with Precision Survey Supply for the period of December 18, 2018 through December 17, 2022 for Crime Scene Mapping hardware and software, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and the Clerk of the Council to execute the attached four-year lease agreement with GreatAmerica Financial Services for the period of December 18, 2018 through December 17, 2022 for Crime Scene Mapping hardware and software in the amount of $110,009.55 subject to non -substantive changes approved by the City Manager and City Attorney. The need to document crime and collision scenes is a vital part of any comprehensive investigation. In 2008, the Police Department purchased a Laser measuring device and software to document crime and collision scenes. Currently, the device is beyond its service life and is no longer functioning. After extensive research of best practices of forensic science professionals and consulting with neighboring law enforcement agencies, it was determined that a 3D Scanning Laser is the appropriate solution for the Police Department. The proposed agreement with Precision Survey Supply (Exhibit 1) requires that Precision Survey Supply provide Crime Scene Mapping hardware and software to the City, and establishes that payment will be provided by GreatAmerica Financial Services through the terms included in the equipment finance agreement (Exhibit B). The proposed lease with GreatAmerica Financial Services will fund a sole source agreement with Precision Survey Supply, which will provide the Police Department with a comprehensive mapping solution. The Leica RTC360 product has specific performance points, which cannot be matched by other scanners, and the Leica RTC360 is the only system that includes integrated hardware and software from the same vendor. Included in this agreement is a Leica RTC360 3D Scanning Laser 2513-1 Agreement with GreatAmerica Financial Services December 18, 2018 Page 2 device, mapping, animation and publishing software, and the computer hardware necessary to produce crime and collision scene maps and animation. The procurement of this equipment will greatly enhance the precision, detail and efficiency of scene mapping as compared to our previous technology. The efficiency in particular will also have a positive impact on traffic congestion caused by roadway and crime scene closures as this device will allow the mapping to be completed much quicker. This new device will also reduce associated personnel costs needed to staff the closure. 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), Strategy F (Enhance the Police Department's community policing philosophy to balance both traditional policing and problem solving strategies to address and reduce violent, property and gang related crimes.) FISCAL IMPACT Funds for this agreement in the amount of $110,009.55 are available in the Police Department's FY 2018-19 Field Operations Contract Services account (no. 01114420 62300), the Traffic Offender Program Contract Services account (no. 02014405 62300), and the Forensic Services Contract Services account (no. 01114455 62300), and will include in proposed budgets for future fiscal years as follows: TOP Account Field Ops Forensic Services ] 02014405 62300 01114420 62300 01114455 62300 FY 18-19 8,868.00 2,956.00 2,956.00 14,780.00 FY 19-20 14,997.60 4,999.20 4,999.20 24,996.00 FY 20-21 14,997.60 4,999.20 4,999.20 24,996.00 FY 21-22 14,997.60 4,999.20 4,999.20 24,996.00 FY 22-23 12,144.93 4,048.31 4,048.31 20,241.55 110,009.55 D vid Vale Chie of Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNT: Kathryn Downs, CPF, ff�� Executive Director % Finance and Management Services Agency Exhibits: 1. Agreement with Precision Survey Supply B. Agreement GreatAmerica Financial Services 2501-2 Exhibit 1 AGREEMENT TO PROVIDE LEICA SCANNER EQUIPMENT THIS AGREEMENT is made and entered into this 18'h day:of.Decembei; 2018 by and between Precision Survey Supply ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to provide the product described and set forth below: Precision Survey Supply will be providing scanner equipment to City as outlined in Exhibit A. The City will lease the equipment through GreatAmerica Financial Services as outlined in Exhibit B. GreatAmerica Financial Services will pay Precision Survey Supply on behalf of the City. No funds are due to Precision Survey Supply directly from the City. 2. COMPENSATION a. Precision Survey Supply agrees to provide City with Leica Scanner equipment as outlined in Estimate No. 31242 (Exhibit A). b. City agrees to pay Great America Financial Services, for its services for City, the rates and charges identified in the Equipment Finance Agreement (Exhibit B). The total amount to be expended under the Agreement with Great America shall not exceed $110,009.55. This amount is not payable to Precision Survey by the City under this Agreement. e Precision Survey Supply agreed to accept 395,408.85 from GreatAmerica Financial Services on behalfof City for equipment provided to City as outlined in Precision Survey Supply Estimate No. 31242 (Exhibit A). d, 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. 3. TERM This Agreement shall commence on the date first written above and continue until December - 17, 2022 4. WARRANTY. The warranty shall be in effect from the day of delivery for the period of one year. The manufacture warranty covers all.parts, labor, materials, maintenance, and support. After the one-year warranty has expired, all repairs and maintenance shall be the responsibility of the City. At the conclusion of the one-year manufacture warranty, the City may elect to purchase an optional extended warranty, which will be at a separate cost from the lease agreement. The optional renewal extended 25D-3 warranty would be purchased through Precision Survey Supply and it will extend the manufacture warranty. 5. PURCHASE OR RETURN OF EQUIPMENT At the end of the lease term, the City will have two options: a. The City may elect to return all the equipment to Precision Survey Supply and the City's lease obligation would be satisfied. The City may at its discretion enter new negotiations for new technology and thereafter enter into a new agreement. b• The City may elect to purchase the equipment for the residual amount as stated by Great America Financial Services in the amount of $9,826.55 thereby completing its obligation. 6. 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. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 7. 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: Chief of Police City of Santa Ana 20 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-245-8007 25D-4 To Consultant: Sam EI -Said General Manager 8628 Utica St, Suite 800 Rancho Cucamonga, CA. 91786 sam@prccisionsurveysupply.com 909-931-4040 Office 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 orcertified, 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 ofcalculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: CITY OF SANTA ANA Raul Godinez If City Manager SONIA R. CARVALHO CONSULTANT: City ttomey B OA Tamara Bogosian Sam El -Said Assistant City Attorney General Manager RECOMMENDED FOR APPROVAL: DAVID VALENTIN Chief of Police Precision Survey Supply 25D-5 Precision Survey Supply ADDRESS Wes Hadley Santa Ana Police Dept 60 Civic Center Dr Santa Ana, CA 92701 ESTIMATE • DATE 31242 11/02/2018 SALES REP SE Preclelon Suety Supply, LLC 6628 Utica Avenue #600 Rancho Cucamonga, CA 91730 US 909.931.4040 sam@precisionsurveysupply.com www.precisionsurveysupply.com SHIP TO Wes Hadley Santa Ana Police Dept 60 Civic Center Dr Santa Ana, CA 92701 EXHIBITA Estimate ACTIVITY OTV RATE AMOUNT 6012873 1 78,000.00 78.000.00T Leica ATC360 Laser Scanner Kit 838300 RTC360 Scan Head 817063 GVP730, Transport Container for RTC360 Laser Scanner and Accessories 799191 GEB361 Lithium Ion Battery 799187 GKL341, Charger Prof 5000. Charges up to 4 batteries, including power cable. 842065 RTC360 Flash Drive - 256GB 636767 RTC360 Rain Cover 6013561 1 yr RTC360 Laser Scanner CCP Basic 842066 1 1,449.00 1,449.00T GST80, Lightweight Tripod for PTC360 Laser Scanner 884518 1 4,329.00 4,329.00T Cyclone REGISTER 360 Permanent 788763 1 4,923.00 4,923.00T Leica Cyclone - PUBLISHER • Permanent License • CCP not included 6246185 1 1,345.50 1,345.50T IMS Map360 v2 (core software) Includes 3 months of CCP 8246166 1 900.00 900.007 IMS Map360 v2 Animation Extension Includes 3 months of CCP 8246108 1 -900.00 -900.00T IMS Map360 v2 Animation Extension -Discounted item 25D-6 EXHIBIT B "GreatAmerica SIMFINANCIAL SERVICES October 31, 2018 Santa Ana, City of 60 Civic Center Piz Santa Ana„ CA 92701.4060 Please review all of the attached documents carefully and be sure to sign and initial everywhere your name appears. To ensure we are able to quickly process your documentation, please do not add to or cross out any sections of the agreement. If something is incorrect or a change is needed, pleasecall us and we will assist in making the necessary changes. Once you have signed the documents, please include the following. e A one-time origination fee of 5199 will be Included on your first Invoice e Documents must be signed by a Financial Officer e Please note signer must print name, title 6 date nest to signature e If copies are legible, originals will not be needed Please scan and email all documents to rfliss@accountservicing.com or fax to 855.636-9493. Please note that your agreement requires the financed assets to be insured during the finance term You will receive a letter with instructions for providing proof of insurance shortly after the commencement of your agreement. For more information, please refer to the paragraph titled INSURANCE in your agreement. If you have any questions, please call us at 866.288-9957. Thank you again for the trust you have put in us. We took forward to finalizing all your documentation details. Sincerely, Ryan Fliss GreatAmerica Financial Services Corporation ,preatAmerica Readquarters 625 First SL SE. Suite 600 Cedar Rapids IA 52401 tal 319.365.60001 fax 319.365.6607 Georgia office 600 TownPara Lane I State 540 Kennesaw GA 30144 tel 770.951.9427 1 fax 770.951.0207 25D-7 Minnesota Office 409 East Main Street 16169. 1. Sulle 6 Marshall MN 56258 tel 866.2a8.9957 I fax 507.929.1510 ACTIVITY OTY RATE AMOUNT BMW 1 6,300.00 6,300.00T IMS Map360 v1 Point Cloud Extension Includes 3 months of CCP TWO In 1 -7,800.00 .7,800.00T Trade In Sakura SRX 5 Robotic Total Station to include Cases, Robot„ Radio, Data Collector, Batteries, Charger, Prism Assembly, and Pole This estimate is in reference to finance lease agreement N 1405473 provided by Great America Finance. This estimate and finance offer under these terms expire 12-31-2018. SUBTOTAL TAX (7.7596) TOTAL Accepted By Accepted Date 25D-8 88,546.50 6,862.35 $95,408.85 EQUIPMENT FINANCE AGREEMENT GREATAMERICA FINANCIAL SEFMCES CORPORATION Greatomerica PO OX609.STREET DAR CEDAR RAPIDSa37W1 7 PO BOX eta. CEDAR RAPIDS N 57e0e-0e09 N-1 FINANCIAL SERVICES AGREEMENT ND: 1405073 CUSTOMER FULLLEGALNAME: Santa An7 Cityof Leica RTC760 Scanner EOUIPWENT LOCATION l A, StEit' r ahn e TERMINMGNTHS: 49 44 MDNTHLv RAYMENTSOF:,S.ORZ ].00 FOLLOWEDBM. I MONTNLYPAYMENTSOF: 915 .826.55 ADVANCEPAYMENT$2.083.00 EOUMMENTCOSTAAMOUNTFWANCED. $95AOB.BS DOCUMENT STAMPDFAPPLICASIE)._ CAREFULLYBEFORE SIGNING. THIS AGREEMENTANO ANY CLAN RELATED TOTHIS A ANY DISPUTE WILL BE ADJUDICATED N A FEDERAL OR STATE COURT IN CALIFORNIA BE TERMINATED. PLEASE READ THE STATE Of CALIFORNIA AND BY SIGNING THIS PAGE, YOU REPRESENT TO FINANCING SOURCE THAT YOU HAVE RECEIVED AND READ THE ADDITIONAL TERMS AND CONDITIONS APPEARING ON THE SECOND PAGE OF THIS TWO-PAGE AGREEMENT. ONCE YOU SIGN THIS AGREEMENT AND WE ACCEPT IT. YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT ARE NON -CANCELABLE AND IRREVOCABLE FOR THE FULL AGREEMENT TERN SUBJECT TO THE TERMS OF THE ATTACHED NON -APPROPRIATIONS ADDENDUM. GreatAmerica Financial Services Corporation FINANCING SOURCE SIGNATURE PRINT NAME A TITLE DATE ine urbersgnea, pray and severally o mere inan arc, unconditmLy guarameels) mal me Lustow min weir per an an oagaans uver me Agreemsm Ins ur owwgirm also wa,ve(s) any notification it W Customer is in delaull and cmisem(s) b arty extensions or nbdi6otons gaoled b 0m Customer. In the event of default the Odersved we rtmle6atNy pay all sums due under tie terms ol M Agreement w+mout requiring is or cur ess9se b proceed against Customer or any other party or exercise any raids in the Equipment. The undersigned, as to mus guaranty, agrees) b the desgnated forum and amxnt(s) to personal junsdiction, venue, and choice of law as stated in a* Agreement, agreafs) b pay an costs and expenses, including a0amey fees, incurred try us of err assignee relabd toads guaranty and are Agreementwaivefs) a jury trial and transfer of verve, and eudhorice(s) obt uingaediil repots. er.NAYImF• Y NONIOUAL DATE: SIGNATURE: X INDIVIDUAL DATE: (1405413WG02EFA% 0715 101311115 PAGE I OF 2 710 25D-9 AGREEMENT. You want us to provide financing to you pursuant to this Equipment Finance Agreement ('Agreement) in connection with your acquisition of the equipment and/or rights in the so0ware referenced herein ('Equipment') from your Vendor. In considenGon of us now paying your Vendor, on your behalf, the amounts your Vendor invoiced you for the Equipment, and, it applicable, related installation. trabdng, anbor implementation cents, you unconditionally agree to pay us the principal amount set fond above as live Equipment CostfAmawl Financed, with interest thereon at the rate implicit in Ole monthly amounts payable under the terms of this Agreement, which you agree to make each month by the due date. This Agreement will begin on the date we pay your Vendor for the Equipment or any later date we designate. We may charge you a one-time origination fee of $150.00. If any amount payable b us is past due, you will pay us a late charge equal to: 1) the greater of ten (10) cents for each dollar overdue or twenty -sic ($26.00) dollars: or 2) the highest lawful charge, it less. 0 you choose to make any payments under Cis Agreement early, you wig not be entitled to lake a discount off of the aggregate amount of the monthly payments to be made under tis Agreement We made an investment in this Agreement in reliance on the anticipated stream of cash Cows and any early discounted payment wauld frustrate our purpose in extending you oredt under this Agreement, It an advance payment is required, the amount exceeding one payment shall be applied to the last payment(s) during the term. NET AGREEMENT. YOU UNDERSTAND WE ARE PAYING YOUR VENDOR FOR THE EQUIPMENT ON YOUR BEHALF BASED ON YOUR PROMISE TO PAY US UNDER THE TERMS OF THIS AGREEMENT, WITHOUT SET -OFFS FOR ANY REASON. EQUIPMENT USE. Until yourobligations underthis Agreement are salisfied in full, you agree to keep the Equipmenlin good waking order, use it for business purposes only, not modiyor move it from its initial location without our consem, and bear the risk of its non<omptiance win applicable laws. You must resolve any dispute you may have concerning Die Equipment with pre manufacturer or your Vendor. You will comply will all law . ordinances, regulations, requirements, and rules relating to the use and operation of the Equipment, If the Equipment includes any software, we are neither responsible for the software mor the obligations of you or the licensor under anylicense agreement related to the soltvare. NO WARRANTY. WE MAHE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU CHOSE THE EQUIPMENT, AND YOUR VENDOR BASED ON YOUR JUDGMENT. YOU MAY CONTACT YOUR VENDOR FOR A STATEMENT OF THE WARRANTIES, IF ANY, THAT THE MANUFACTURER OR YOUR VENDOR IS PROVIDING, ASSIGNMENT. You may not sell, assign or sublease the Equipment or this Agreement without our wnnen consent. We may sof or assign Nis Agreement or out rights in the E(Opment, it whole or in pat, to a third party without rioAce b you. You agree that D we do so, the assignee will have our rights but wig not be subject to any claim, defense, or setoff assertable against us or anyone else. LOSS OR DAMAGE. You are responsible for any damage b or loss of the Equipment. ab such loss ordamage will term you from your payment obligations hereunder. We are not responsible for, and you YA indemnify us against, any claims, losses or damages, irdudiing anomey fees, in anyway relating to the Equipment or data stored on it. In no event will we be Gable for any consequential or inbred damages INSURANCE. You agree to maintain commercial general liability insurance acceptable to us You also agree la 1) keep the Equipment fully insured against less at its replacement cost with us named as loss payee: and 2) provide proof of insurance satisfactory b us no later than 30 days fagmving the commencement of this Agreement, and thereafter upon Our written request. O you fag b maintan Property loss insurance satisfactory b us andfor you fag to Amity provide proof of such insurance, we have the option, but not the obligation, to secure Propemylots insurance be the Equipment from a raider of dw choosing in such forms and amounts as wei deem reasonable to protect our Interests. If we secure insurance on the Equipment, we will not name you as aninsured party, your interests may riot be holy protected, and you call reimburse us the premium which maybe higher than the premium you would pay if you obtained insurance, and which may result in a profit to us through an ini estmenl in reinsurance. II you are current in A ofyour obligations underthe Agreement a: the timeolbss, anyinsurance proceeds received will be applied, at ouroption, to repairor replace the Equipment or to pay us the remainingpaymentsdue Otto become due under IhisAgreement, discounted a13% per aurum. OWNERSHIP. You own the Eghip=A including any sollwzre license rights; granted b you. U any, by your Vendor or third -pang supplier(s). We do nothw11 not own he Equipment at any point dunng the term Of Ods Agreement unless we lake possession of it in connection with exercising default remedes or if you do n01 appropriate funds b mak all payments contemplated hereunder. You hereby grant us a security interest in he Equipment to segue your performance under this Agreement, to be released at the end of the term provided you have performed all of your obfigationsundor this Agreement. You represent to us that you signed this Agreement prior to your receipt of any pan of the E#pmenL TAXES. You agree that you wig pay when due, either directly or by paying your Venda, al taxes and fees rotating to the EquipmealL your purchase of the Equipment or this Agreement It your Vendor immi you for taxes, wer may include the invoiced taxes in 0w amounts we (mane for you under this Agreement. However, payment of sales, use or property taxes shag not be our responsibility under any circumstances. DEFAULTIREMEDIES. U a payment becomes 10v days past due, a if you otherwise breach Nis Agreement, you will be N default and we may require that you return the Equipment to us at yowexp:nse and pay us: 1) all past bre amounts and 2) all remaining payments for the unexpired term.dsooun4d at 3% per annum; and we may disable or repossess the Equipment and use all other legal remedies available to us. You agree b pay al our costs and expenses (urcJuding reasonable attorney fees) we incur in any dispute with you related b Oris Agreement You agree to pay us 1.5% interest per month On all past du: amounts. In Die event of you default you waive notices of our intent to accelerate the payments, the acceleration of the payments and of the enforcement of our rights under this Agreement To Ne extent you are permitted by law, you waive all defenses you would otherwise have under the Uniform Commercial Code, 1 any, and common law. You we solely responsible for protecting and removing any confidential datatmages stored on Due Equipment Prior to its return for any reason MISCELLANEOUS. This Agreement is the entire agreement between you and us relating to Ne Equipment and supersedes any prior representations or agreements, including any purchase Orden. Amounts payable under this Agreement may include a profit to us. The parties agree Nat Ne original hereof for enforcement and perfection purposes, and the sole 'record'constituting 'chattel payee under the UCC, is the paper copy hereof hearing (i) the original of a copy of either your manual signature or an eleclmncagy applied koication of you intent to enter into this Agreement, and (i) our original manual signature. if a rout Inds any provision of this Agreement unenforceable. the remaining terms of this Agreement shag remain in effect. You authdiieus b either insert a correct the Agreementrumber, serial numbers, model members. beginning date, and sigretwe date and acknowledge that it your Vendorfilledin any blanks above, they did soon your behall.All other modifications to the Agreementmustbe in writing signed by each party. 11e06473)VG02EFAV 0315 1671/18 PAGE 2 OF 2 210 25D-10 GOVERNMENTAL ENTITIES ADDENDUM This is an addendum ("Addendum') to and part of that certain agreement between GreatAmerica Financial Services Corporation ('we', "us", "our') and Santa Ana, City of ("Governmental Entity", °you', 'your), which agreement is identified In our records as agreement number 1405473 (°Agreement'). All capitalized terms used in this Addendum which are not defined herein shall have the meanings given to such terms in the Agreement. APPLICABLE TO GOVERNMENTAL ENTITIES ONLY You hereby represent and warrant to us that as of the date of the Agreement: (a) the individual who executed the Agreement had full power and authority to execute the Agreement on your behalf; (b) all required procedures necessary to make the Agreement a legal and binding obligation against you have been followed; (c) the Equipment will be operated and controlled by you and will be used for essential government purposes for the entire term of the Agreement; (d) that all payments due and payable for the current fiscal year are within the current budget and are within an available, unexhausted. and unencumbered appropriation; (e) you intend to pay all amounts payable under the terms of the Agreement when due, if funds are legally available to do so; (f) your obligations to remit amounts under the Agreement constitute a current expense and not a debt under applicable state law; (g) no provision of the Agreement constitutes a pledge of your tax or general revenues; and (h) you will comply with any applicable information reporting requirements of the tax code, which may include 8038-G or 8038 -GC Information Returns. If funds are not appropriated to pay amounts due under the Agreement for any future fiscal period, you shall have the right to return the Equipment and terminate the Agreement on the last day of the fiscal period for which funds were available, without penalty or additional expense to you (other than the expense of returning the Equipment to the location designated by us), provided that at least thirty (30) days prior to the start of the fiscal period for which funds were not appropriated, your Chief Executive Officer (or Legal Counsel) delivers to us a certificate (or opinion) certifying that (a) you are a state or a fully constituted political subdivision or agency of the state in which you are located; (b) funds have not been appropriated for the applicable fiscal period to pay amounts due under the Agreement; (c) such non -appropriation did not result from any act or failure to act by you; and (d) you have exhausted all funds legally available for the payment of amounts due under the Agreement. You agree that this paragraph shall only apply if, and to the extent that, state law precludes you from entering into the Agreement if the Agreement constitutes a multi-year unconditional payment obligation. If and to the extent that the items financed under the Agreement is/are software, the above -referenced certificate shall also include certification that the software is no longer being used by you as of the termination date. The undersigned, as a representative of the Governmental Entity, agrees that this Addendum is made a part of the Agreement. GOVERNMENTAL 4 THE UNDERSIGNED, HEREBY CERTIFY THAT, AS OF THE DATE OF THE AGREEMENT, (Al THE INDIVIDUAL WHO EXECUTED THE AGREEMENT HAD FULL POWER AND AUTHORITY TO EXECUTE THE AGREEMENT AND IBI THE REPRESENTATIONS SET FORTH ABOVE N THE PARAGRAPH TITLED `APPLICABLE TO GOVERNMENTALEMMMSONLY'ARE TRUE AND ACCURATE N ALL MATERIAL RESPECTS. VGOTNAMC 051E 25D-11 25D-12 Exhibit B ImGreatAmerica i"FINANCIAL SERVICES October 31, 2018 Santa Ana, City of 60 Civic Center Piz Santa Ana„ CA 92701A060 Please review all of the attached documents carefully and be sure to sign and initial everywhere your name appears. To ensure we are able to quickly process your documentation, please do not add to or cross out any sections of the agreement. If something is incorrect or a change is needed, please call us and we will assist in making the necessary changes. Once you have signed the documents, please Include the following: • A one-time origination fee of 5199 will be included on your first invoice • Documents must be signed by a Financial Officer • Please note signer must print name, title & date next to signature • If copies are legible, originals will not be needed Please scan and email all documents to rfliss@accountservicing.com or fax to 855.636-9493. Please note that your agreement requires the financed assets to be insured during the finance term. You will receive a letter with instructions for providing proof of insurance shortly after the commencement of your agreement. For more information, please refer to the paragraph titled INSURANCE in your agreement. If you have any questions, please call us at 866-288-9957. Thank you again for the trust you have put in us. We look forward to finalizing all your documentation details. Sincerely, �-y Ryan Fliss GreatAmerica Financial Services Corporation GreatAmerica Headquarters 625 First SI. SE, Suite 800 Cedar Rapids IA 52401 let 319.365.80001 fax 319.365.8607 Georgia Office 600 TomPark Lane I Suite 540 Kennesaw GA 30144 tel 770.951.94271 fax 770.951.0207 25D-13 Minnesota Office 408 East Main Street I Bldg. 1, Suite 6 Marshall MN 56258 tel 866.288.9957 1 fax 507.929.1510 EQUIPMENT FINANCE AGREEMENT GreatAmerica FINANCIAL SERVICED GREATAMERICA FINANCIAL SERVICES CORPORATION 625 FIRST STREET SE, CEDAR RAPIDS IA 52401 PO BOX 609, CEDAR RAPIDS IA 52406-0609 AGREEMENT NO.: 1405473 CUSTOMER I"YOU"OR"YOUR"I FULLLEGAL NAME: Santa Ana, Clty o} ADDRESS: 60 Civic Center Plz Santa Ana, CA 927014060. Laical RTC360 Scanner EQUIPMENT LOCATION: AS Stated Above TERMINMONTHS: 49 0— MONTHLY PAYMENTS OF: $2,083.00 FOLLOWEDBY. MONTHLY PAYMENTS OF: $9,826.55 ADVANCE PAYMENT: $2,083.00 EQUIPMENT COST/AMOUNT FINANCED: $9S.408.85 DOCUMENTSTAMP(IF APPLICABLE):_ SUBJECT TO THE ATTACHED NON•APPROPRIATENS ADDENDUM, THIS AGREEMENT IS NONCANCELABLE AND IRREVOCABLE. R CANNOT BE TERMINATED. PLEASE READ CAREFULLY BEFORE SIGNING. THIS AGREEMENT AND ANY CLAIM RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA AND ANY DISPUTE WILL BE ADJUDICATED IN A FEDERAL OR STATE COURT IN CALIFORNIA AUTHORIZED SIGNATURE BY SIGNING THIS PAGE, YOU REPRESENT TO FINANCING SOURCE THAT YOU HAVE RECEIVED AND READ THE ADDITIONAL TERMS AND CONDITIONS APPEARING ON THE SECOND PAGE OF THIS TWO-PAGE AGREEMENT. ONCE YOU SIGN THIS AGREEMENT AND WE ACCEPT IT, YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT ARE NONCANCELABLE AND IRREVOCABLE FOR THE FULL AGREEMENT TERM, SUBJECT TO THE TERMS OF THE ATTACHED NON -APPROPRIATIONS ADDENDUM. XSee attached signature page GreatAmerica Financial Services Corporation FINANCING SOURCE SIGNATURE PRINT NAME B TITLE DATE the undersigned, jointly and severally it more than one, unconditionally guarantee(s) that the Customer will timely perform all obligations under the Agreement. The undersigned also waives) any notification if the Customer is in default and consent(s) to any extensions or modifications granted to the Customer. In the event of default. the undersigned will immediately pay all sums due under the terms of the Agreement without requiring us or our assignee to proceed against Customer or any other party or exercise any rights in the Equipment. The undersigned, as to this guaranty, agree(s) to the designated forum and consen(s) to personal jurisdiction, venue, and choice of law as stated in the Agreement, agree(s) to pay all costs and expenses, including attorney fees, incurred by us or our assignee related to this guaranty and the Agreement, waive(s) a jury trial and transferal venue, and authorize(s) oblaining credit report. SIGNATURE: X INDIVIDUAL: DATE: SIGNATURE:X INDIVIDUAL: _ DATE (1405473)VG02EFAV 0315 10131/18p9GE.1=F]4 710 ADDITIONAL TERMS AND CONDITIONS AGREEMENT. You want us to provide financing to you pursuant to this Equipment Finance Agreement ('Agreement') in connection with your acquisition of the equipment andlor rights in the software referenced herein ('Equipmenll from your Vendor. In consideration of us now paying your Vendor, on your behalf, the amounts your Vendor invoiced you for the Equipment, and, if applicable, related installation, training, and/or implementation costs, you unconditionally agree to pay us the principal amount set forth above as the Equipment CostlAmounl Financed, with interest thereon at the rate implicit in the monthly amounts payable under the terms of this Agreement, which you agree to make each month by the due dale. This Agreement will begin on the dale we pay your Vendor for the Equipment or any later dale we designate. We may charge you a one-time origination fee or $150.00. If any amount payable to us is past due, you will pay us a late charge equal to: 1) the greater of len (10) cents for each dollar overdue or tweny-six ($26.00) dollars; or 2) the highest lawful charge, if less. If you choose to make any payments under this Agreement early, you will not be entitled to take a discount off of the aggregate amount of the monthly payments to be made under this Agreement. We made an investment in this Agreement in reliance on the anticipated stream of cash flows and any early discounted payment would frustrate our purpose in extending you credit under this Agreement. If an advance payment is required, the amount exceeding one payment shall be applied to the last payment(s) during the term. NET AGREEMENT. YOU UNDERSTAND WE ARE PAYING YOUR VENDOR FOR THE EQUIPMENT ON YOUR BEHALF BASED ON YOUR PROMISE TO PAY US UNDER THE TERMS OF THIS AGREEMENT, WITHOUT SET -OFFS FOR ANY REASON. EQUIPMENT USE. Unlit your obligations under this Agreement are satisfied in full, you agree to keep the Equipment in good working order, use it for business purposes only, not modify or move it from its initial location without our consent, and bear the risk of its non-compliance with applicable laws. You must resolve any dispute you may have concerning the Equipment with the manufacturer or your Vendor. You will comply with all laws, ordinances, regulations, requirements, and rules relating to the use and operation of the Equipment. If the Equipment includes any software, we are neither responsible for the software nor the obligations of you or the licensor under any license agreement related to the software. NO WARRANTY. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU CHOSE THE EQUIPMENT, AND YOUR VENDOR BASED ON YOUR JUDGMENT. YOU MAY CONTACT YOUR VENDOR FOR A STATEMENT OF THE WARRANTIES, IF ANY, THAT THE MANUFACTURER OR YOUR VENDOR IS PROVIDING. ASSIGNMENT. You may not sell, assign or sublease the Equipment or this Agreement without our written consent. We may sell or assign this Agreement or our rights in the Equipment, in whole or in pad, to a third party without notice to you. You agree that if we do so, the assignee will have our rights but will not be subject to any claim, defense, or setoff asseriable against us or anyone else. LOSS OR DAMAGE. You are responsible for any damage to or loss of the Equipment No such loss or damage will relieve you from your payment obligations hereunder. We are not responsible for, and you will indemnity us against any claims, losses or damages, including attorney lees, in any way relating to the Equipment or data stored on it. In no eventwill we be liable for any consequential orindirect damages. INSURANCE. You agree to maintain commercial general liability insurance acceptable to us. You also agree to: 1) keep the Equipment fully insured against loss at its replacement cost, with us named as loss payee; and 2) provide proof of insurance satisfactory to us no later than 30 days following the commencement of this Agreement, and thereafter upon our written request. 11 you fail to maintain property loss insurance satisfactory to us and/or you fail to timely provide proof of such insurance, we have the option, but not the obligation, to secure properly loss insurance on the Equipment from a carrier of our choosing in such forms and amounts as we deem reasonable to protect our interests. If we secure insurance on the Equipment, we will not name you as an insured parry, your interests may not be fully protected, and you will reimburse us the premium which may be higher than the premium you would pay if you obtained insurance, and which may result in a profit to us through an investment in reinsurance. If you are current in all of yourobligations underlhe Agreement at the time of loss, any insurance proceeds received will be applied, at our option, to repair or replace the Equipment, or to pay us the remaining payments due or to become due underthis Agreement, discounted at 3%= per annum. OWNERSHIP. You own the Equipment, including any software license rights granted to you, it any, by your Vendor or third-parly supplier(s). We do nothvill not own the Equipment at any point during the term of this Agreement unless we lake possession of it in connection with exercising default remedies or it you do not appropriate funds to make all payments contemplated hereunder. You hereby grant us a security interest in the Equipment to secure your performance under this Agreement, to be released at the end of the term provided you have performed all of your obligations under this Agreement. You represent to us that you signed this Agreement prior to your receipt of any part of the Equipment. TAXES. You agree that you will pay when due, either directly or by paying your Vendor, all taxes and tees relating to the Equipment, your purchase o1 the Equipment or this Agreement. If your Vendor invoices you for taxes, we may include the invoiced lazes in the amounts we finance for you under this Agreement. However, payment of sales, use or property taxes shall not be our responsibility under any circumstances. DEFAULTIREMEDIES. If a payment becomes 10- days past due, or if you otherwise breach this Agreement, you will be in default, and we may require that you return the Equipment to us at your expense and pay us: 1) all past due amounts and 2) all remaining payments for the unexpired term, discounted at 3% per annum; and we may disable or repossess the Equipment and use all other legal remedies available to us. You agree to pay all our costs and expenses (including reasonable attorney fees) we incur in any dispute with you related to this Agreement. You agree to pay us 1.5% interest per month on all past due amounts. In the event of your default, you waive nofices of ourintent to accelerate the payments, the acceleration of the payments and of the enforcement of our rights under this Agreement. To the extent you are permitted by law, you waive all defenses you would otherwise have under the Uniform Commercial Code, if any, and common law. You are solely responsible for protecting and removing any confidential dalahmages stored on the Equipment prior to its return for any reason. MISCELLANEOUS. This Agreement is the entire agreement between you and us relating to the Equipment and supersedes any prior representations or agreements, including any purchase orders. Amounts payable under this Agreement may include a profit to us. The parties agree that the original hereof for enforcement and perfection purposes, and the sole 'record'consfilufing'chaltel paper under the UCC, is the paper copy hereof bearing 01 the original or a copy of either your manual signature or an electronically applied indication of your intent to enter into this Agreement, and (i) our original manual signature. If a court finds any provision of this Agreement unenforceable, the remaining terms of this Agreement shall remain in effect. You authorize us to either insert or correct the Agreement number, serial numbers, model numbers, beginning date, and signature date and acknowledge that if your Vendor filled in any blanks above, they did so on your behalf. All other modifications to the Agreement must be in writing signed by each party. (1405473)VG02EFAV_0315 10/31118 26U45 710 GOVERNMENTAL ENTITIES ADDENDUM This is an addendum ("Addendum") to and part of that certain agreement between GreatAmerica Financial Services Corporation ("we", "us", 'bur") and Santa Ana, City of ("Governmental Entity", "you", "your"), which agreement is identified in our records as agreement number 1405473 ("Agreement"). All capitalized terms used in this Addendum which are not defined herein shall have the meanings given to such terms in the Agreement. APPLICABLE TO GOVERNMENTAL ENTITIES ONLY You hereby represent and warrant to us that as of the date of the Agreement: (a) the individual who executed the Agreement had full power and authority to execute the Agreement on your behalf; (b) all required procedures necessary to make the Agreement a legal and binding obligation against you have been followed; (c) the Equipment will be operated and controlled by you and will be used for essential government purposes for the entire term of the Agreement; (d) that all payments due and payable for the current fiscal year are within the current budget and are within an available, unexhausted, and unencumbered appropriation; (e) you intend to pay all amounts payable under the terms of the Agreement when due, if funds are legally available to do so; (f) your obligations to remit amounts under the Agreement constitute a current expense and not a debt under applicable state law; (g) no provision of the Agreement constitutes a pledge of your tax or general revenues; and (h) you will comply with any applicable information reporting requirements of the tax code, which may include 8038-G or 8038 -GC Information Returns. If funds are not appropriated to pay amounts due under the Agreement for any future fiscal period, you shall have the right to return the Equipment and terminate the Agreement on the last day of the fiscal period for which funds were available, without penalty or additional expense to you (other than the expense of returning the Equipment to the location designated by us), provided that at least thirty (30) days prior to the start of the fiscal period for which funds were not appropriated, your Chief Executive Officer (or Legal Counsel) delivers to us a certificate (or opinion) certifying that (a) you are a state or a fully constituted political subdivision or agency of the state in which you are located; (b) funds have not been appropriated for the applicable fiscal period to pay amounts due under the Agreement; (c) such non -appropriation did not result from any act or failure to act by you; and (d) you have exhausted all funds legally available for the payment of amounts due under the Agreement. You agree that this paragraph shall only apply if, and to the extent that, state law precludes you from entering into the Agreement if the Agreement constitutes a multi-year unconditional payment obligation. If and to the extent that the items financed under the Agreement is/are software, the above -referenced certificate shall also include certification that the software is no longer being used by you as of the termination date. The undersigned, as a representative of the Governmental Entity, agrees that this Addendum is made a part of the Agreement. • I. THE UNDERSIGNED, HEREBY CERTIFY THAT, AS OF THE DATE OF THE AGREEMENT, (A) THE INDIVIDUAL WHO EXECUTED THE AGREEMENT HAD FULL POWER AND AUTHORITY TO EXECUTE THE AGREEMENT AND (B) THE REPRESENTATIONS SET FORTH ABOVE IN THE PARAGRAPH TITLED "APPLICABLE To GOVERNMENTAL ENTRIES ONLY" ARE TRUE AND ACCURATE IN ALL MATERIAL RESPECTS. VG07NAMC_0818 25D-16 Great America Finance Agreement (Leica Scanner)—Signature Page IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Mmey By: ( 1 jup ff Ta a ogosian Assistant City Attorney RECOMMENDED FOR APPROVAL: DAVID VALENTIN Chief of Police CITY OF SANTA ANA RAUL GODINEZ II City Manager GREAT AMERICA FINANCIAL SERVICES By: Title: 25D-17 25D-18 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE AMENDMENT TO AGREEMENT WITH VOLTAIC FOR INSTALLATION, NETWORKING AND MAINTENANCE OF SIX ADDITIONAL ELECTRIC VEHICLE CHARGING STATIONS (SPECIFICATION NO. 17-109) {STRATEGIC PLAN NO. 6,2) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2n° 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 Voltaic, for the purchase, installation, networking, and maintenance warranty of six additional electric vehicle charging stations at various City locations in a total amount not to exceed $142,306, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On February 6, 2018, City Council approved an agreement with Voltaic to purchase and install ten dual -pedestal Chargepoint electric vehicle (EV) charging stations throughout the City. These EV stations are used for both public and private use and are being located in the following areas. • Corporate Yard • Santa Ana Regional Transportation Center • Santa Ana Zoo • Third & Bush surface parking lot • Civic Center Superblock parking structure • Ross Annex underground parking The Stations will utilize ChargePoint, Inc. as direct provider of networking services. The City has previously entered into a Master Services and Subscription agreement (MSSA) with ChargePoint, Inc. to utilize their cloud -based networking system. ChargePoint, Inc. is the industry leader in providing networked Electric Vehicle (EV) charging stations throughout the United States. They currently have over 7,000 customers providing service to large and small entities in both the private and public sectors. Additionally, ChargePoint has established partnerships with the majority of the major car manufacturers to provide an easy transition for the car buyer to purchase electricity for their EV. Currently, ChargePoint, Inc. maintains a 70% market share of all EV charging stations, and have existing contracts locally with the cities of Anaheim, 25E-1 Agreement for EV Charging Stations December 18, 2018 Page 2 Huntington Beach, Orange, Westminster, Lake Forest and Laguna Beach. Voltaic, located in Garden Grove, is one of their authorized charging station providers. Recently, the City of Santa Ana received grant and subvention funds from the Southern California Air Quality Metropolitan District (AQMD) for the purchase and installation of six additional electric vehicle charging stations which will be located in three downtown parking structures and at the Corporate Yard. These charging stations will be available for both public use and for City vehicles, depending on the location of the charging station. The specific locations for the charging stations are as follows: ChargePoint, Inc. provides a networked approach to EV purchases, where charging locations and payments are made available on a real-time basis on the user's smartphone or vehicle navigation system. Additionally, all EV charging station usage data is available to the City in a cloud environment and include a wide variety of reports to help provide an ongoing review of each station, including revenues received and actual electrical costs. The proposed purchase includes a five-year maintenance contract with Voltaic that includes all costs for networking, upgrades and as -needed maintenance. The actual operating cost to use the EV charging stations is approximately $0.22 per kWh, depending on usage. The operating costs include anticipated utilities, networking, and the equipment warranty. Below is a summary of anticipated annual costs per charging station along with anticipated revenue. Expenses: - Total - $2,407 (estimated) Revenue: Utilities - $1,100 (costs not included in agreement) User charges - $2,407 (estimated) Network charges - $560 Equipment Warrant - $747 not included in 1n ear These ongoing revenue and expenditures will be tracked by site, and each location will be budgeted for separately. Users of the stations will pay for the electric usage directly with ChargePoint, Inc. Specifically, users of the stations will need to establish an account with ChargePoint, Inc. to access the electric charging services. Voltaic will be providing all the net revenue collected, related to electric service charges, to the City on a monthly basis. All revenue collected will be deposited back into the fund/location that is paying for the estimated expenses. 25E-2 Location # of Dual # of Parking EV Stations Stalls Corporate Yard (City use only) 2 4 215 S. Center St. Birch St Parking Structure 1 2 Downtown — 310 N. Birch St. Main St Parking Structure 1 2 Downtown — 420 N. Main St. 5"' Street Parking Structure 2 4 Downtown — 300 E. 51 St. ChargePoint, Inc. provides a networked approach to EV purchases, where charging locations and payments are made available on a real-time basis on the user's smartphone or vehicle navigation system. Additionally, all EV charging station usage data is available to the City in a cloud environment and include a wide variety of reports to help provide an ongoing review of each station, including revenues received and actual electrical costs. The proposed purchase includes a five-year maintenance contract with Voltaic that includes all costs for networking, upgrades and as -needed maintenance. The actual operating cost to use the EV charging stations is approximately $0.22 per kWh, depending on usage. The operating costs include anticipated utilities, networking, and the equipment warranty. Below is a summary of anticipated annual costs per charging station along with anticipated revenue. Expenses: - Total - $2,407 (estimated) Revenue: Utilities - $1,100 (costs not included in agreement) User charges - $2,407 (estimated) Network charges - $560 Equipment Warrant - $747 not included in 1n ear These ongoing revenue and expenditures will be tracked by site, and each location will be budgeted for separately. Users of the stations will pay for the electric usage directly with ChargePoint, Inc. Specifically, users of the stations will need to establish an account with ChargePoint, Inc. to access the electric charging services. Voltaic will be providing all the net revenue collected, related to electric service charges, to the City on a monthly basis. All revenue collected will be deposited back into the fund/location that is paying for the estimated expenses. 25E-2 Agreement for EV Charging Stations December 18, 2018 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item assists the City's effort to meet Goal #6 Community Facilities & Infrastructure, Objective #2, (address deferred maintenance on City buildings and equipment). CEQA In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt for further review per Section 21080. This section states that CEQA does not apply to ministerial projects, such as electric vehicle charging facilities, as it is a ministerial project to be carried out or approved by a public agency. No further action is required for this project. FISCAL IMPACT Funds from AQMD grants, for the purchase and installation of the charging stations total $110,698. Funding for this is available in the amount of: $34,115 in the Fleet Services Air Quality Improvement account — Improvements other than Equipment (03110101-66220), • $72,175 in the Fleet Services MSRC Program account — Machinery and Equipment (03110102-66400), $1,469 in the Building Maintenance contractual account (07310100-62300), and • $2,939 in the Parking Meter contractual account (02710131-62300). The expected annual operation costs of $7,902 for the stations are as follows: These amounts will be added to each fiscal year's proposed budget. The ongoing net cost to the City is expected to be zero. Location Account Name Account Number Amount Fiscal Year 215 S. Center St Contract Services 01113220-62300 $2,634 2019-20 thru 2022-23 310 N. Birch St Contract Services 02710131-62300 $1,317 2019-20 thru 2022-23 420 N. Main St Contract Services 02710131-62300 $1,317 2019-20 thru 2022-23 300 E. 5th St. Contract Services 02710131-62300 $2,634 2019-20 thru 2022-23 Note: Annual operational costs will begin one year after installation of equipment per site for a total of four years. APPROVED AS TO FUNDS AND ACCOUNTS: Kat%n Down's, PA 031 0o Executive Director u tz(wse3 Finance and Management Services Agency CL/sp Exhibit: 1. Voltaic Amendment 25E-3 25E-4 EXHIBIT 1 FIRST AMENDMENT TO ELECTRIC VEHICLE CHARGING STATIONS CONSULTANT AGREEMENT THIS FIRST AMENDMENT TO ELECTRIC VEHICLE CHARGING STATIONS CONSULTANT AGREEMENT is entered into this _ day of December, 2018, by and between 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"), and Voltaic, a division of Video Voice Data Communications, a California corporation ("Consultant'). RECITALS A. On February 6, 2018, the City entered into Electric Vehicle Charging Stations Consultant Agreement #A-2018-026 with Consultant to purchase and install ten (10) dual -pedestal Chargepoint electric vehicle (EV) charging stations throughout the City of Santa Ana ("said Agreement"). B. Additionally, the City entered into a Master Services and Subscription Agreement #A-2018-144 ("MSSA") with Chargepoint, Inc. to utilize their cloud -based networking system. The terns of the MSSA shall apply to the six (6) new EV charging stations to be purchased and installed pursuant to this First Amendment to said Agreement. C. Recently, the City received grant and subvention funds from the Southern California Air Quality Metropolitan District ("AQMD") for the purchase and installation of six (6) additional EV charging stations, which will be located in three (3) downtown parking structures and at the Corporate Yard. These EV charging stations will be available for both public use and for City vehicles, depending on the location of the charging station. D. In accordance with the terms and conditions of said Agreement, the parties desire to amend said Agreement to increase the compensation in order to add the purchase and installation of six (6) additional EV charging stations in the City. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Section 1, Scope of Services, shall be amended to add Consultant's Proposal for�six=(6)= additional EV charging stations throughout the City, attached herewith as Exhibit A and incorporated herein by reference, to the existing Scope of Services in said Agreement. Additionally, the Chargepoint Assure extended warranty Terms and Conditions of Service attached as Exhibit B to said Agreement shall be applicable to the six (6) new EV charging stations referenced in Consultant's Proposal attached herewith. 2. Section 2, Compensation, shall be amended to increase the total not to exceed sum to be expended under said Agreement by $142;306.00, thereby increasing the total not to exceed amount under said Agreement to $394,089.00. 25E-5 3. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to said Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: KATHRYN DOWNS, CPA Executive Director Finance and Management Services Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT: Tax ID# 02-0541562 25E-6 CONSULTANT'S PROPOSAL 25E-7 I �-: LTA I C er Project 9: 81-2079-D,1 Proposal for City of Santa Ana -EV Charging - Submitted to: City of Santa Ana ATTN: Chris Laugencur Phone #: 0: 714.647.3361 1 C: 714,381,4246 Email: claugenour(asanta-ana.ore NJPA #: 051017 -CPI WD's DIRM 1000025785 Date: November 15, 2018 Description: This proposal includes the labor, materials and electrical equipment forthe needs to supply and install ChargePoint charging units with network services at various locations throughout the City of Santa Ana as described herein. Project Breakdown: Address Location Installation EVSE Unit(s) & Total Cost Per Cost Network Services Location 1.310 N. Birch Street $9,601.00 $7,409.00 $17,010.00 2.420 N. Maln Street $10,213.00 $6,848.00 $17,061.00 3.300 E. 5'^ Street $31,402.00 $13,587.00 $44,989.00 4. 215 South Center Street $17,943.00 $13,695.00 $31,638.00 Total Installation Cost: $69,159.00 $41,539.00 1 $110,698.00 Please see next page. Video Voice Data Communications I Voltaic Division 1 12681 Pala Drive, Garden Grove, CA 92841 Print Date. November 15, 2018 1. 25E-8 ;; OLTAIC OF Extended Assure Warranty and Network Services —Billed Yearly Location CT4000-ASSURE4- COMMIT Qty. 1. 310 N. Birch Street 1 2. 420 N. Main Street 1 3. 300 E. St" Street 2 4. 215 South Center Street 2 Total Quantity: M Project ff: 81-2078-D.1 CPCLD-COMMERCIAL Qty. 2 2 4 4 12 :Madel .` ., - .:.: ::!UeScription :''.. ,. :. :. year •. Year, 2,i: Year.3-;' '.Y05i 4` . .. YXiarli": 4 YearsAdditlonal Parts and Labor Warranty (Billed Yearly) $757pmyear perstatlon.($3,028througho04yearsper Paidin CPCID-COMMERCIAL-1 station) Indal Cost $280 $260 $280 5280 CT4D00-Assure4-Gantt Part end OnSIWLeborWmpTrormplateanymanufaduflng $0 $757 $757 $757 $757 defect Includes remote monBoring of station and pmacdve repair dispatch. 12 12 12 12 ]2 99%GuaranteedUptime $0 $3,360 $3,360 $3,360 $3,360 Quantity 6 6 6 6 6 Annual Billing Total $0 $4,542 $4,542 $4,542 $4,542 Model....' i fies'cription. ::..... .. .. .. . Year i.:: ..:. YzarZ _...Year3 .':Year4:. t... Years: . Network Service Plans (per port) Designed for employers, businesses and the government, this plan Paidin CPCID-COMMERCIAL-1 Includes 24%7X365 driver s upporh access central, general Indal Cost $280 $260 $280 5280 reporting, DTA upgrades, payrtent processing, flexible pricing p.11.1., reservatlons and more. Quantity 12 12 12 12 ]2 Annual Billing Total $0 $3,360 $3,360 $3,360 $3,360 TOTAL ANN UAL BILUNG9 $0 1 $7,902 1 $7,902 1 $7,902 $1$02 Yearly Billing: $7,902 -2- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 print Date: November 15, 2018 li25E=9 �OLTAIC um.. Y..� a.. D nMwu.iwne w. Project #: 81.2078-D.1 1.310 N. Birch Street Location: 310 N. Birch Street Santa Ana, CA 92701 NJPAM 051017 -CPI CHARGING UNIT MOUNTINGTYPE(s): BOLLARD TOTAL# OF PARKING FOR EV: Two (2) Price Breakdown: Electrical/Construction, Labor and Material EVCS Unit(s) and Service(s) Total Price: Electrical/Construction. Labor and Material Includes: $9,601.00 $7,409.00 $17,010.00 (tax included) • Proposal consists of project management and site planning, engineering and designing for any necessary permit acqulsltlons. o Permit acquisitions also include the plan checking, and inspection processes (not including actual plan check fee, permitting and/or inspection fees) as required by the authorities having jurisdiction. • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. SVS fee to ChargePoint, Inc. discounted when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength, o Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE • None. o Use two (2) available spaces in existing electrical panel "L" -3- .-,gra .-_a..r..+ra, ».ix�crr*- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Date: November 15, 2018 ,; 25E-10 VOOLTAIC • eF"atc" e. WmWmc¢Fan C�w+uniennec� CHARGING UNIT INSTALLATION Project 81.2078-D.1 • Installation and commissioning of one (1) CT4000 dual -port charging station with Power Management enabled. o Power Management (Power -Sharing) is featured software which allows one (1) dual -port charging station to only require one dedicated circuit for both charging ports. This feature is most beneficial for locations with limited electrical capacity as It allows the charging station to divide charging capacity of one (1) circuit and dispense charge to two vehicles simultaneous. While only a single vehicle is charging, the charging station will dispense charge at the maximum possible output, • Supply and Installation of one (1) 40A circuit breakers for SVCS overcurrent protection. o Utilization of existing electrical panels to supply one (1) 30A circuit to new charging unit. o From the electrical panel(s) to new charging stations, the new electrical conductors: #6 and #10 ground wires, PROVISIONS FOR FUTURE GROWTH • None PARKING MODIFICATIONS • Supply and installation of two (2) protective bollards. • Supply and mounting of two (2) EV parking signs. • Stenciling/marking "EV CHARGING ONLY" for two (2) EV parking spaces. RELATED CONSTRUCTION WORK • Core drilling. • Placement of EMT, approximately+180'. INITIALS DATE -4_ Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Date: November 15, 2013 25E-11 LTA IC w omeioe o. Ne:o Vmov 6.o eounumwnown Project p: 81-2078-D,1 EV Charging Unit/Station Orders: • One (1) ChargePoint dual -port, bollard -mounted Gateway charging unit. (CT4021-GWi) • One (1) ChargePoint Concrete Mounting Kit. (CT4001-CCM) • One (1) ChargePoint Power Management Kit. (CT4000-PMGMT) • One (1) Year Pre -Paid Commercial Network Service Plan (per port): designed for employers, businesses and the government. The service plan support is directly through ChargePoint, Inc and includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment processing, flexible pricing policies, reservations and more. (per port) (CPCLD-COMMERCIAL-1) • Initial Station Activation & Configuration Service includes activatlon of cloud services and configuration of radio groups, custom groups, connections, access control, visibility control, pricing, reports and alerts. One-time Initial service per station. (CPSUPPORT-ACTIVE) • One (1) year of CT4000 Assure coverage included in the purchase per unit. (CT4000-ASSURE) • Additional four (4) year package of CT4000 Assure coverage included (Billed Yearly). This package Includes 50% discount on $349.00 cost of Activation per unit. (CT4000-ASSURE4-COMMIT) • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. (OM-INSTALL-SITEVALI D) CHARGING UNIT BREAKDOWN Equipment (CT4000) Unit Price Quantity Total Gateway $280.00 2 $560.00 CT4021-GW1 $7,210.00 1 $7,210.00 VVD Discount 20% 1 -$1,442.00 Miscellaneous $0.00 1 $0.00 CT4001-CCM $95.00 1 $95.00 CT4000-PMGMT $50.00 1 $50.00 Product Services(CT4000 OM-INSTALL-SITEVALID, $599.00 1 $0,00 CPCLD-COMMERICAL-1 $280.00 2 $560.00 CPSUPPORT-ACTIVE $349.09 1 $0.00 VVD Discount $175.00 1 $175.00 CT4000-ASSURE $0.00 1 $0.00 CT4000-ASSURE4-COMMIT $3,028.00 1 Paid Annuall over 4 yrs. Tax &5/H: $761.00 EVCS Unit(s) & Service(s) Total Price: $7,409.00 -s- u__...--� Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Date! November 15, 2018 25E-12 '4LTA IC IDM 01 Vm[v Vome Dnn DeNNuxluTVNI Project 4: 81-2070-D.1 2.420 N. Main Street Location: 420 N. Main Street Santa Ana, CA 92701 NJPA #: 051017 -CPI CHARGING UNIT MOUNTINGT'PE(s): WALL TOTAL# OF PARKING FOR EV: Two (2) Price Breakdown: Electrical/Construction, Labor and Material EVCS Unit(s) and Service(s) Total Price: Electrical/Construction. Labor and Material Includes: $10,213.00 $6,848.00 $17,061.00 (tax included) • Proposal consists of project management and site planning, engineering and designing for any necessary permit acquisitions. o Permit acquisitions also include the plan checking, and Inspection processes (not Including actual plan check fee, permitting and/or inspection fees) as required by the authorities having jurisdiction, • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. SVS fee to ChargePoint, Inc. discounted when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength. o Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE • None. o Use two (2) available spaces in existing electrical panel "P1" -6- `T.�4?�^N^' Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Date'. November 15, 2018 25E-13 �V�Z)LTA IC .om ,a�or W co vmee uo. cex.uxamexs Project #: 81.207&D.1 CHARGING UNIT INSTALLATION Installation and commissioning of one (1) CT4000 dual -port charging station with Power Management enabled. o Power Management (Power -Sharing) Is featured software which allows one (1) dual -port charging station to only require one dedicated circuit for both charging ports. This feature Is most beneficial for locations with limited electrical capacity as it allows the charging station to divide charging capacity of one (1) circuit and dispense charge to two vehicles simultaneous. While only a single vehicle is charging, the charging station will dispense charge at the maximum possible output. Supply and installation of one (1) 40A circuit breakers for EVCS overcurrent protection. o Utilization of existing electrical panels to supply one (1) 30A circuit to new charging unit. o From the electrical panel(s) to new charging station, the new electrical conductors: #8 and #10 ground wires. PROVISIONS FOR FUTURE GROWTH • None PARKING MODIFICATIONS • Supply and installation of two (2) protective bollards. • Supply and mounting of two (2) EV parking signs. • Stenciling/marking "EV CHARGING ONLY" for two (2) EV parking spaces. RELATED CONSTRUCTION WORT( • Core drilling. • Placement of EMT, approximately+140'. INRIAIS DATE -7- e'a;.�� Video Voice Data Communications I Voltaic Division 1 12681 Pala Drive, Garden Grove, CA 92841 Print Date November 15, 2018 25E-14 . ,VVr A I C • vor Noee Veex Wm Cv.wuxm�neve EV Charging Unit/Station Orders: Project 0: 81.2078-D.1 • One (1) ChargePoint dual -port, wall -mounted Gateway charging unit, (CT4023-GW1) • One (1) ChargePoint Power Management Kit. (CT4000-PMGMT) • One (1) Year Pre -Paid Commercial Network Service Plan (per port): designed for employers, businesses and the government. The service plan support Is directly through ChargePoint, Inc and includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment processing, flexible pricing policies, reservations and more. (per port) (CPCLD-COMMERCIAL-1) • Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio groups, custom groups, connections, access control, visibility control, pricing, reports and alerts. One-time Initial service per station. (CPSUPPORT-ACTIVE) • One (1) year of CT4000 Assure coverage Included in the purchase per unit. (CT4000-ASSURE) • Additional four (4) year package of CT4000 Assure coverage Included (Billed Yearly). This package Includes 50% discount on $349.00 cost of Activation per unit. (CT4000-ASSURE4-COMMIT) • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. (OM -I NSTALL-SITEVALI D) CHARGING UNIT BREAKDOWN Eaulument(CT4000 Gateway CT4023-GW1 VVD Discount N on -Gateway CT4000-PMGMT Product Services (CT4000 OM -I NSTALL-SITEVALI D. CPCLD-COMMERICAL-1 CPSUPPORT-ACTIVE VVD Discount CT4000-ASSURE CT4000-ASSURE4-COMMIT Unit Price Quantity Total $6,705.00 1 $6,705.00 20% 1 -$1,341.00 $50.00 1 $50.00 $599.99 1 $0.00 $280.00 2 $560.00 "00 1 $0.00 $175.00 1 $175.00 $0.00 1 $0.00 $3,028,00 1 Paid Annually over 4 yrs. Tax & S/H: $699.00 EVCS Unit(s) & Service(s) Total Price: $6,848.00 .8- . v. a:.n.. Video Voice DaCommunications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Date: November 15, 2018 25E=15 OLTA IC Nnee vome pi�cex uxm.nvx. Location: 300 E. 51h Street Santa Ana, CA 92701 #JPA #: 051017 -CPI CHARGING UNIT MOUNTING TYPE(s): TOTAL# OF PARKING FOR EV: Price Breakdown: 3.300 E. 5th Street WALL WEsr- Two (2) 1 EAST—Two (2) Project 4: 81.2078-D.1 Electrical/Construction, Labor and Material $31,402.00 EVCS Unit(s) and Service(s) $13,587.00 Total Price: $44,989.00 (tax Included) Electrical/Construction. Labor and Material Includes: Proposal consists of project management and site planning, engineering and designing for any necessary permit acquisitions. o Permit acquisitions also Include the plan checking, and inspection processes (not including actual plan check fee, permitting and/or Inspection fees) as required by the authorities having Jurisdiction. Perform Site Validation survey (SVS) as required by ChargePoint, Inc, prior to activation of units. SVS fee to ChargePoint, Inc. discounted when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength. o Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE Supply and installation of 45KVA transformer on new concrete pad to meet NEC requirements, building department requirements, and if enforced, by building department, o New 70A circuit breaker to provide overcurrent protection to transformer. New conductors in new EMT sized per NEC requirements. Supply and installation of new 125A electrical panel for EV charging stations. Materials and installation to meet NEC, building department requirements, and if enforced, by building department. .9- vC9 Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CAA 928?841 pi in[ Date. November 15, 2018 25E-16 ��OLTAIC Ne¢¢Vm¢sEm E",wux�unvx¢ CHARGING UNIT INSTALLATION Project#: 81-2078-D.1 • Installation and commissioning of two (2) charging unit to meet NEC requirements, • Supply and Installation of four (4) 40A circuit breakers for SVCS overcurrent protection. o Utilization of new electrical panel to supply four (4) 30A circuit to new charging unit. o From the electrical panel(s) to new charging station, the new electrical conductors: #6, #8 and #10 ground wires. PROVISIONS FOR FUTURE GROWTH • None PARKING MODIFICATIONS • Supply and installation of two (2) protective bollards per unit (total of four). • Supply and mounting of four (4) EV parking signs. • Stenciling/marking "EV CHARGING ONLY" for four (4) EV parking spaces. RELATED CONSTRUCTION WORK • Core drilling. • Placement of EMT, approximately+150'. INITIALS DATE 10- . 0 - Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print nate: November 15, 2018 25E-17 ,VVJ DOITAIC • mn.,ax or maea va,oi a.. ceuuuxm.nena Project 81-2078-D.1 EV Charging Unit/Station Orders: • Two (2) ChargePoint dual -port, bollard -mounted Gateway charging units, (CT4023-GWi) • One (1) Year Pre -Paid Commercial Network Service Plan (per port): designed for employers, businesses and the government. The service plan support is directly through ChargePoint, Inc and Includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment processing, flexible pricing policies, reservations and more. (per port) (CPCLD-COMMERCIAL-1) • Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio groups, custom groups, connections, access control, visibility control, pricing, reports and alerts, One-time Initial service per station. (CPSUPPORT-ACTIVE) • One (1) year of CT4000 Assure coverage Included in the purchase per unit. (CT4000-ASSURE) • Additional four (4) year package of CT4000 Assure coverage Included (Billed Yearly). This package Includes 50% discount on $349.00 cast of Activation per unit. (Cr4000-ASSURE4-COMMIT) • Perform Site Validation survey (SVS) as required by ChargePolnt, Inc. prior to activation of units. (OM -I N STALL -SITE VALI D) CHARGING UNIT BREAKDOWN Equipment MT4000) Unit Price Quantity Total Gateway CT4023-GW1 $6,705,00 2 $13,410.00 VVD Discount 20% 2 -$2,682.00 Product Services (CT4000 OM-INSTALL-SITEVALID, -$599.00 1 $0.00 CPCLD-COMMERICAL-1 $280,00 4 $1,120.00 CPSUPPORT-ACTIVE $349.00 2 $0.00 VVD Discount $174.50 2 $349.00 CT4000-ASSURE $0.00 2 $0.00 CT4000-ASSURE4-COMMIT $3,028.00 2 Paid Annually over 4 yrs, Tax & S/H: $1,390,00 EVCS Unit(s) & Service(s) Total Price: $13,587.00 -11- .r.`5:'.x November 15, 2018 Video Voice Data Communications Voltaic Division 112631 Pala Drive, Garden Grove, CA 92841 Print nate November 15, 2018 25E-18 LTAIC 4.215 South Center Street Location: 215 South Center Street Santa Ana, CA 92703 NJPA #: 051017 -CPI CHARGING UNITMOUNnNGTPE(5): WALL+BOLLARD TOTAL# OF PARKING FOR EV: FOurt (4) Price Breakdown: Electrical/Construction, Labor and Material EVCS Unit(s) and Service(s) Total Price: Electrical/Construction, Labor and Material Includes: $17,943.00 $13,695.00 Project 4: 81-2078-D.1 $31,638.00 (tax included) • Proposal consists of project management and site planning, engineering and designing for any necessary permit acquisitions. o Permit acquisitions also include the plan checking, and inspection processes (not Including actual plan check fee, permitting and/or inspection fees) as required by the authorities having jurisdiction. • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. SVS fee to ChargePoint, Inc. discounted when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength. o Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE o None. o Use eight (8) available spares/spaces in existing electrical panel "PD". -1z- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841y Print Date: November 1s, 2018 25E-19 VOLTAIC ••moron or Nvca Varve G+n Cvw,uniunvne Project#: 81-2078-D.1 CHARGING UNIT INSTALLATION Installation and commissioning of two (2) charging units to meet NEC requirements. Supply and Installation of four (4) 40A circuit breakers for EVCS overcurrent protection. o Utilization of existing electrical panels to supply four (4) 30A circuits to new charging units. o From the electrical panel(s) to new charging stations, the new electrical conductors: #6 and #10 ground wires. Forming and pouring of concrete pad of dimensions per manufacturer's specifications for charging unit structural support. PROVISIONS FOR FUTURE GROWTH • None PARKING MODIFICATIONS • Supply and installation of four (4) bolt -down bollards for charging unit protection. • Supply and mounting of four (4) bolt -down steel sign posts with EV parking signage. • Stenciling/marking "EV CHARGING ONLY" for four (4) EV parking spaces. RELATED CONSTRUCTION WORK • Core drilling. • Placement of EMT, approximately +200'. • Trenching and/or pneumatic boring, approximately+30' • Concrete (demolition and repair) IN MALS DATE -13- F >..v... •_.. 'f4 W"�.L-fit :.a:�`x.T-. �i .y` -4h. .:�.._�l. viSF.i1'�� �T.::S^ 5. 'w.'<<+ � .. �S .4�5 :�. -Tom.-.-D..31.va1 Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Date. November 15 2018 25E-20 ,,,VV-0LTA IC Nem Yme¢ 6.n Euvxux�unnxe EV Charging Unit/Station Orders: Project 81-2078-D.1 • One (1) ChargePoint dual -port, wall -mounted Gateway charging unit. (CT4023-GWi) • One (1) ChargePoint dual -port, bollard -mounted Non -gateway charging unit, (CT4021) • One (1) ChargePoint bollard concrete mounting kit. (CT4001-CCM) • One (1) Year Pre -Paid Commercial Network Service Plan (per port): designed for employers, businesses and the government. The service plan support is directlythrough ChargePoint, Inc and includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment processing, flexible pricing policies, reservations and more. (per port) (CPCLD-COMMERCIAL-1) • Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio groups, custom groups, connections, access control, visibility control, pricing, reports and alerts, One-time initial service per station. (CPSUPPORT-ACTIVE) • One (1) year of CT4000 Assure coverage Included In the purchase per unit. (CT4000-ASSURE) • Additional four (4) year package of CT4000 Assure coverage included (Billed Yearly). This package Includes 50% discount on $349.00 cost of Activation per unit. (CT4000-ASSURE4-COMMIT) • Perform Site Validation survey (SVS) as required by ChargePoint, Inc, prior to activation of units. (0 M-INSTALL-SITEVALI D) CHARGING UNITS BREAKDOWN Eauioment (CT4000 Gateway CT4023-GWi VVD Discount Non -Gateway CT4021 VVD Discount Miscellaneous CT4001-CCM Product Services (Ci74000 0 M- I N STA LL -SIT EVA LI D. CPCLD-COMMERICAL-1 CPSUPPORT-ACTIVE VVD Discount CT4000-ASSURE4 Unit Price Quantity Total $6,705.00 1 $6,705.00 20% 1 -$1,341.00 $6,695.00 1 $6,695.00 20% 1 -$1,339.00 $95.00 1 $95.00 $599.00 1 $0,00 $280.00 4 $1,120.00 $349.00 2 $0,00 $174.50 2 $349.00 $2,580.00 . 2 Paid Annually over 4 yrs. Tax &S/H: $1,411,00 EVCS Unit(s) & Service(s) Total Price: $13,695.00 -14- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Date: November 15, 2018 25E-21 V, LTA I c vwce verve nn cerin nc.. vee Project #; 81-2078-D.1 Excludes: • Plan check fees (If applicable) permitting fees, and/or any required Inspection fees required to conduct the scope of work. Related fees may be paid for by contractor In advance to avoid delay of project, but shall be at the expense of the owner or shall be reimbursable by the owner. • Application/Reglstrationfor new utilities or other services. • Conduit encasement for signal (low voltage) wiring. • Any additional (outside the scope of work) circuit breaker Installations or upgrades as required per NEC or manufacturer's specifications. • Payment bonds/performance bonds, apprenticeships. • Custom framing, bracketing, strut, or other supporting accessories not supplied by manufacturer fabricated to Install wall -mounted charging units on a non -typical structure. • Notification to tenants or any affected parties of construction and/or power shutdown requirements. • The supply or installation of any equipment protection such as bollards, wheel stops, etc. • Site modifications such as ramping and accessibility path of travel for ADA standards. INITIALS DATE Clarification: • No pricing is included for existing conditlons/obstructions not evident prohibiting the completion as specified. • This proposal is based on work being performed during normal business hours 7am-5pm Mondayto Friday, 8 -hours days, and/or a mutually agreeable schedule. Overtime and abnormal business hours is not considered. • All conduit work is unfinished unless specified otherwise. • A cellular signal booster/repeater may be required for reliable communication with charging stations. During the original site visit, professional test equipment is used to measure cellular signal levels and every effortto determine the need for signal booster equipment is made. However, even if signal booster equipment is not Included with this quote, a need for signal booster possibly could arise in the future. Due to the nature of cellular networks, changes in carrier equipment and services, possible future Interference, new construction or other environmental changes that may represent line of sight obstructions and affect cellular signal levels, a signal booster may be required after initial site walk and cellular signal measurements. Once the installation of charging station(s) has been completed, the functionality of the wireless network capabilities will be retested and verified to be within acceptable criteria established by the charging station manufacturer. If at that time or any time thereafter It Is determined that signal booster equipment is required, a separate quote will be provided. • This proposal assumes thatthe integrity of all existing circuitry and electrical systems is intact, all circuits and electrical that are to remain are to code, and are operational. Any additional labor and material to fix or repair the previously mentioned will be billed on a time and material basis at $88.50/hr. + material. • Installation cost are based on prevailing wage requirements. INITIALS DATE •15- e Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print nate: November 15, 2018 25E-22 �-OLTAIC Vnm Vmev ILw Oaxxuwiunnw Project#: 81-2078-0.1 NOTE1: The cost for this quotation Is guaranteed fpr up to 30 days of the quotation date. We reserve the right to withdraw from this proposal at anytime. Any cancellations or terminations to this agreement maybe settled upon costs and other related expenses already incurred towards this agreement. oTE2: Payment Terms: Upon execution of agreement, we will be invoicing for the total cost of charging station orders (if any) and a deposit amount of 40% of the cost of construction/installation (labor and materials, combined) of which payments are due as commencement of the project, or otherwise negotiated. The remaining balance will be invoiced upon final inspections from all relative authorities having jurisdiction and activation of charging stations. Non -deposit payments, and remaining -balance payment terms are net -thirty (30) days. A purchase order will be immediately sent to the manufacturerfor delivery of any charging hardware, but may take 7 to 10 business days to arrive to the desired shipping address. Any cancelations or changes to executed orders will result in a 2896 restocking and processing fee and additional shipping charges by the manufacturer at the customers expense. Shipping and handling charges are nonrefundable. INITIALS DArg CUSTOMER SIGNATURE OF APPROVAL NAME (PRINT) DESIRED CHARGING UNIT SHIPPING ADDRESS! (Please select one) DATE ❑ Please ship to on-site location (indicated above). ❑ Please ship to the nearest VVD (Video Voice Data Communications) I Voltaic Division warehouse at no additional Cost for storage. ❑ Other. ADDRESS (PLEASE PRINT) ATTENTIONTO Proposal by: San Tran 1562-572-5633 1 son.tran@vvdcomm.net I Certified ChargePoint 0&M Partner#87479204/#85570511 -16- Video Vo ce Datamunications Vo talc Division 12681 Pai Drive, Garden Grove, y1� iy � ) CA 92841 Print Date: November 15, 7018 25E-23 25E-24 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE AMENDMENT TO THE EMERGENCY SOLUTIONS GRANT SUBRECIPIENT MEMORANDUM OF UNDERSTANDING WITH SANTA ANA POLICE DEPARTMENT HEART PROGRAM {STRATEGIC PLAN NO. 1,6; 5,4;5,6} [MANAGERCITY RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute an amendment to the Emergency Solutions Grant Subrecipient Memorandum of Understanding with the Santa Ana Police Department HEART program, increasing the amount for program year July 1, 2018 — June 30, 2019 by $31,000, for a total aggregate amount not to exceed $78,627, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On May 15, 2018, the City Council authorized the City Manager and the Clerk of the Council to execute agreements with non-profit organizations as part of the 2018-2019 Emergency Solutions Grant (ESG) Program allocation. Santa Ana Police Department, Homeless Evaluation Assessment Response Team (HEART) program was awarded $47,627 in grant funds for outreach and engagement activities for individuals experiencing homelessness. At the close of fiscal year 2017-2018, unspent funds from the ESG program recipients totaling $85,282.68 were recaptured for redistribution along with $1,498.56 for administration services, for a total of $86,781.24. To provide additional outreach, engagement and support for the individuals entering and exiting the Link Emergency Homeless Shelter, staff recommends reallocating $31,000 to Santa Ana Police Department HEART program. The remaining balance is recommended for approval in a separate staff report to support the Link with an additional $44,000 to Mercy House Living Centers, Inc. for Rapid Re -Housing activities that will include housing navigation and security deposit assistance and an additional $10,282.68 to 2-1-1 Orange County to enhance the City's Homeless Services webpage. 25F-1 Amendment to Santa Ana Police Department MOU December 18, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 — Community Safety, Objective # 6 (Enhance Public Safety Integration, Communication and Community Outreach); Goal # 5 Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability) and Objective # 6, (Focus projects and programs on improving the health and wellness of all residents). FISCAL IMPACT The Emergency Solutions Grant funds in the amount of $86,781.24 will be carried forward from FY 2017-2018 to FY 2018-2019. Of this total, $31,000 for this amendment will be available in account no. 13518785-61040 for expenditure in FY 2018-2019. APPROVED AS TO FUNDS AND ACCOUNTS: Steven A. Mendoza Kathryn Downs, PA Ybl Executive Director Executive Director Community Development Agency Finance and Management Services Agency Exhibit: 1. Amendment to Memorandum of Understanding with Santa Ana Police Department 25F-2 FIRST AMENDMENT TO EMERGENCY SOLUTIONS GRANT MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SANTA ANA AND THE SANTA ANA POLICE DEPARI'1VIENT (24 CFR Parts 91 and 576) THIS FIRST AMENDMENT TO THE EMERGENCY SOLUTIONS GRANT MEMORANDUM OF UNDERSTANDING is entered into this day of December, 2018, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City'), and the Santa -Ana -Police Department ("Subrecipient'D. RECITALS A. On July 1, 2018, the City entered into an Emergency Solutions Grant Memorandum of Understanding #A-2018-133-06 with the Santa Ana Police Department to provide Emergency Funds from the United States Department of Housing and urban Development (HUD) to be used in the operation of an emergency solution program for the homeless or at risk of homelessness of the City of Santa Ana ("said Agreement"). B. In an effort to provide additional outreach, engagement and support for the individuals entering and exiting the Link Emergency Homeless Shelter, $31,000.00 will be reallocated to the Santa Ana Police Department HEART program. C. In accordance with the terms and conditions of said Agreement, the parties desire to amend to increase funds to the Subrecipient, which need to be spent by June 30, 2019. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified; the parties agree as follows: 1. Paragraph 5, shall be amended to increase funding to Subrecipient by-_$31,000.)0=in additional Data Collection and Outreach Services. The new total sum shall not exceed $78,627.00 in grant funding. 2. Section I, subsection A, shall be amended to add the specific tasks required of the new funds to provide additional outreach, engagement and support for the individuals entering and exiting the Link Emergency Homeless Shelter. 3. Section III, shall be amended to increase funding to Subrecipient by $31,000.00, for a total sum not to exceed $78,627.00. Subrecipient's budget for these new funds is attached hereto as Exhibit A and incorporated herein by reference. 4. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. 25F-3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to said Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: Sonia RrCarvalho Attorney RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager SUBRECIPIENT: !C� e: DAVID VALENTIN Title: Chief of Police Tax ID# 95-6000785 DUNS# 0831532470000 25F-4 EXHIBIT A BUDGET 25F-5 City of Santa Ana Scope of Work Name of organization Name of Funded Program Annual Accomplishment Goal I. Total number of unduplicated Participants (Santa Ana and Non -Santa Ana participants) anticipated to be served by the funded program, named above, during the 12 -month contract period. 1601 Participants Ii. Number of ONLY unduplicated Santa Ana Participants to be served by the funded program, named above, during the 12 -month contract period. 160 Participants Program and Funding Description III. Description of Work - In the space below, describe the program to be funded during the 12 -month contract period. What speoifid activities will be undertaken during the contract period. Please be concise In your response. Only the viewable space will print. Santa Ana Police officers will contact Individuals experiencing homelessness and attempt to provide the person(s) with necessary resources. The various resources will Include lodging at the Link or Courtyard homeless shelters, transportation, and social services. Utilizing County PERTteam members, officers will also make an effort to assist those with mental health conditions. Through a collaborative approach, officers will work the entire city in areas that are Impacted by calls for service, citizen complaints, or noticeable encampments. Schedule of Performance Estimate the number of ONLY undupllcated Santa Ana articipants to be served by the funded program during Quarter 1: July 1 -September 30 0 Participants Quarter 2: October 1 - December 31 25 Participants Quarter 3: January 1 - March 31 70 Participants Quarter 4: April 1 June 30 65 Participants 160 Total unduplicated Santa Ana Participants to be serves Schedule of Invoicing Estimate the amount of grant funds to be rW$30000.00 the 12 -month contract period on a quarterly basis. Quarter 1: July 1- September 30 0 Quarter 2: October 1 - December 31 Quarter 3: January 1 - March 31 Quarter 4: April 1 -June 30 otal Grant Confirm that the quarterly request add up to grant amount Exhibit A 25F-6 Organfzatlon Name Program Name ESG Final Budget H.E,A.R.T, r.xpanat[ures UST ALL OTHER PROGRAM FUNDS THAT HAVE BEEN SECURED source Amount Santa Ana $ 31,000 Santa'Ana'ES0 .; $ . 47;627 General Fund Allocations as Match' = '$" : _. '.78,627 Total Funds for the Program $ 157,254 Exhibit B Page 1 of 1 25F-7 Expenses Funded Expenses Funded Total Program Organizational Category by Santa Ana by Other Sources Budget Budget Engagement $ 31,000 $7 - Case Management -31 $ Emergency Health Svc. $ $ Emergency Mental Svc, $ is $ $ Transportation $ Other Total $ 31,000 $ $ 31,0001$ - UST ALL OTHER PROGRAM FUNDS THAT HAVE BEEN SECURED source Amount Santa Ana $ 31,000 Santa'Ana'ES0 .; $ . 47;627 General Fund Allocations as Match' = '$" : _. '.78,627 Total Funds for the Program $ 157,254 Exhibit B Page 1 of 1 25F-7 25F-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE AMENDMENT TO SUBRECIPIENT AGREEMENT WITH MERCY HOUSE LIVING CENTERS, INC. FOR RAPID RE -HOUSING ACTIVITIES (STRATEGIC PLAN NO. 1,6;, 5,4; 5,6) CITY M AGER RECOMMENDED ACTION 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 the Clerk of the Council to execute an amendment to the Emergency Solutions Grant subrecipient agreement with Mercy House Living Centers, Inc., increasing the amount for program year July 1, 2018 — June 30, 2019 by $44,000, for a total aggregate amount not to exceed $161,736.50, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On May 15, 2018, the City Council authorized the City Manager and the Clerk of the Council to execute agreements with non-profit organizations as part of the 2018-2019 Emergency Solutions Grant (ESG) Program allocation. Mercy House Living Centers, Inc. was awarded $117,736.50 in grant funds for shelter, homeless prevention and rapid re -housing activities to serve individuals experiencing homelessness. At the close of fiscal year 2017-2018, unspent funds from ESG Program recipients totaling $85,282.68 were recaptured for redistribution along with $1,498.56 for administration services, for a total of $86,781.24. In an effort to support individuals exiting The Link interim Emergency Homeless Shelter, staff recommends reallocating $44,000 to Mercy House Living Centers, Inc. for rapid re -housing activities that will include housing navigation and security deposit assistance for homeless individuals to exit The Link. The remaining balance is recommended for approval in a separate staff report to support The Link by providing an additional $10,282.68 to 2-1-1 Orange County to enhance the City's Homeless Services webpage and an additional $31,000 to the Santa Ana Police Department for additional outreach and engagement activities. Housing Navigators are used as a best practice nationally to assist homeless individuals to find and locate vacant, qualified and eligible units in the private market. Various communities across 25G-1 Amendment to Mercy Housing Living Centers, Inc. Agreement December 18, 2018 Page 3 the country are using Housing Navigators to assist homeless populations to find housing. These include programs in San Diego, Houston and San Francisco, among several other cities. The Housing Navigator will be responsible to expand landlord/property manager participation in various rental assistance programs and work with individuals to place them into housing. In addition, landlords and property managers require a security deposit in the form of the first and last month's rent before a tenant can execute a lease agreement. These large deposits can be obstacles for individuals exiting The Link. The additional $44,000 in ESG funds for Mercy House will provide the necessary assistance many need to be successful in securing a unit. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 — Community Safety, Objective # 6 (Enhance Public Safety Integration, Communication and Community Outreach); Goal # 5 Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability) and Objective # 6, (Focus projects and programs on improving the health and wellness of all residents). FISCAL IMPACT The Emergency Solutions Grant funds in the amount of $86,781.24 will be carried forward from FY 2017-2018 to FY 2018-2019. Of this total, $44,000 for this amendment will be available in account no. 13518785-69135 for expenditure in FY 2018-2019. Steven A. Mendoza Executive Director Community Development Agency APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director JR Finance and Management Services Agency Exhibit: 1. Amendment to Subrecipient Agreement with Mercy House Living Centers, Inc. 25G-2 FIRST AMENDMENT TO EMERGENCY SOLUTIONS GRANT SUBRECIPIENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND MERCY HOUSE LIVING CENTERS, INC. (24 CFR Parts 91 and 576) THIS FIRST AMENDMENT TO THE EMERGENCY SOLUTIONS GRANT SUBRECIPIENT AGREEMENT is entered into this day of December, 2018, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"), and MERCY HOUSE LIVING CENTERS, INC., a California nonprofit organization ("Subrecipient"). RECITALS A. On July 1, 2018, the City entered into an Emergency Solutions Grant Subrecipient Agreement #A-2018-133-04 with Subrecipient to provide Emergency Funds from the United States Department of Housing and urban Development (HUD) to be used in the operation of an emergency solution program for the homeless or at risk of homelessness of the City of Santa Ana ("said Agreement'). B. In an effort to support individuals exiting the Link Emergency Homeless Shelter, $44,000.00 will be reallocated to Mercy House Living Centers, Inc. for Rapid Re -Housing activities that will include housing navigation and security deposit assistance for homeless individuals to exit the Link. To secure most apartments, generally landlords and property managers require a security deposit and could also require a payment of the first and last month's rent before the tenant can receive their keys. These hefty deposits can be obstacles for individuals exiting the shelter. The additional ESG funds will provide the necessary assistance many need to be successful in securing a unit. C. In accordance with the terms and conditions of said Agreement, the parties desire to amend said Agreement to increase funds to the Subrecipient, which need to be spent by June 30, 2019. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: Paragraph 5, shall be amended to increase funding to Subrecipient by $44,000.00, which will go to Rapid Re -Housing activities funds, for a total of $104,985.00. The new total sum shall not exceed $161,736.50 in grant funding. 2. Section I, subsection A, shall be amended to add the specific tasks required of the additional funds, which will be applied to Rapid Re -Housing activities, including housing navigation and security deposit assistance for homeless individuals to exit the Link. Section HI, shall be amended to increase funding to Subrecipient by $44,000.00, for a total sum not to exceed $161,736.50. Subrecipient's new budget for these additional funds is attached hereto as Exhibit A and incorporated herein by reference. 25G-3 4. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and efrect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to said Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: Sonia R_Carvalho CITY OF SANTA ANA RAUL GODINEZ II City Manager SUBRECIPIENT: DGE Larry Haynes Attorney Executive Director Tax ID# 33-0315864 DUNS# 87-979-7165 RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency 25G-4 BUDGET 25G-5 City of Santa Ana Scope of Work Name of Organization Mercy House Living Centers Name of Funded Program Rapid Rehousing Program -Santa Ana Interim Emergenoy Shelter Annual Accomplishment Goal I. Total number of unduplicated clients (Santa Ana and Non -Santa Ana Residents) anticipated to be served by the funded pro ram, named above, during the 12 -month contract period. 200 Persons II. Number of unduplicated Santa Ana residents expected to be served by the funded program during the 12 -month contract period. F--72-0-01 Persons Program and Funding Description Ill. Description of Work - In the space below, describe the program to be funded during the 12-monlh.contract period. What specific activities will be undertaken during the contract period. Please be concise In your response. Only the viewable space will print. Mercy House will provide Housing Navigation Case Managemet Services to eligible homeless clients accessing the Santa Ana Interim Emergency. Clients will be provided ESG funded services that Include 1) Assessmentof housing barriers, needs, and preferences and 2) Development of an action plan for locating housing. The goals of these housing housing relocation and stabilization are to help a homeless individuals move as quickly as possible from the shelter Into permanent housing and achieve stability in that housing. Schedule of Performance Estimate the number of unduplicated Santa Ana residents to be served by the funded program during the 12 -month contract period per quarter. (Enter number of new Santa Ana clients served each quarter. If they were served in quarter 1 do not count them again in quarter 2 100 Quarter I., July 1 •September 30 0 Persons Quarter 2: October 1 -December 31 60 Persons Quarter $: January 1 - March 31 50 Persons Quarter 4: April 1 -June 30 Persons 200 Total unduplicated Santa Ana Residents to be served. Schedule of Invoicing Estimate the amount of grant funds to be requested during the 12 -month contract period on a quarterly basis, Quarter 1: July 1 -September 30 Quarter 2: October 1 - December 31 $ 2,000.00 Quarter 3: January 1 - March 31 $ 21,000.00 Quarter 4: April 1 -June 30 $ 21,000:OD $ 44,000.00 Total Grant Exhibit A 25G-6 ESG Final Budget Organization Name Mercy House Living Canters Program Name Santa Ana IES Rapid Rehousing Program Expenditures LIST ALL OTHER PROGRAM FUNDS THAT HAVE BEEN SECURED (Total Funds for Program must equal Total Program Budget above) Source Expenses Funded Expenses Funded Amount Total Program Organizational Category I by Santa Ana by Other Sources Budget Budget Housing Relocation and Stabilization Services ; .230,912 Financial Assistance GeneraGFdnds 28;360: SaritaAhaESG.. °'. Rent Deposit $ .. . b,000. $ 7 579. $ 72,677 Rental Application fees ' ,. - $ Total Funds for the Program $ UtI& Deposit Exhibit B $ Utility$ Moving Costs V$ - . Service Assistance Hag Search & Placement $ Case Management $ 30,910 i$ ,' ` 171304 201,908 :$ 3;886;183 Mediation $ Legal <' $ Credit Re air :. $ Rental Assistance Rent $ .. 5,000: 288,147: ,$ $. 291 147 "'2;4 9;614 Other .. $ .. ' Indirect Cost :$ 3090'.•$ 17,230.: $ 20,630 $ $ Total 1 $ 44,000 $ 542,260 $ 586,260 $ 8,967,408 LIST ALL OTHER PROGRAM FUNDS THAT HAVE BEEN SECURED (Total Funds for Program must equal Total Program Budget above) Source Amount Santa Ana 44,000 r GOC'RRP ..: >;$ ; .230,912 :.t58.000 GeneraGFdnds 28;360: SaritaAhaESG.. °'. $ 60,968:. Total Funds for the Program $ 586,260 Exhibit B Page 1 of 'I 25G-7 25G-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: 18, 2018 TITLE: APPROVE AMENDMENT TO SUBRECIPIENT AGREEMENT WITH 2-1-1 ORANGE COUNTY FOR INTERIM HOMELESS SHELTER {STRATEGIC PLAN NO. 1,6; 5,4; 5,6} CITY IVANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute an amendment to the Emergency Solutions Grant subrecipient agreement with 2-1-1 Orange County, increasing the amount for program year July 1, 2018 — June 30, 2019 by $10,282.68, for a total aggregate amount not to exceed $24,555.68, subject to non -substantive changes approved by the City Manager and City Attorney. On May 15, 2018, the City Council authorized the City Manager and the Clerk of the Council to execute agreements with non-profit organizations as part of the 2018-2019 Emergency Solutions Grant (ESG) program allocation. 2-1-1 Orange County was awarded $14,273 in grant funds for homeless management information data collection services. At the close of fiscal year 2017-2018, unspent funds from ESG program subrecipients totaling $85,282.68 were recaptured for redistribution along with $1,498.56 for administrative services, for a total of $86,781.24. In an effort to capture and report critical data surrounding The Link, Santa Ana's Interim Emergency Homeless Shelter, staff recommends reallocating a portion of these funds to 2-1-1 Orange County to work in conjunction with a Mercy House Data Specialist to enhance the City's Homeless Services webpage with a dashboard summarizing client enrollment, incident reports, referrals and housing outcomes. While a Mercy House Data Specialist will specifically work on integrating clients into the Homeless Management Information System and the County's Continuum of Care within the Coordinated Entry System, 2-1-1 Orange County will create on-going status reports to respond to the immediate data needs of the Santa Ana community at large. Such data will be accessible in the City of Santa Ana's Homeless Services webpage. The remaining balance is recommended for approval in a separate staff report to support The Link with an additional $44,000 to Mercy House Living Centers, Inc. for rapid re -housing activities that will 25H-1 Amendment to 2-1-1 Orange County Agreement December 18, 2018 Page 2 include housing navigation and security deposit assistance and an additional $31,000 to the Santa Ana Police Department for additional outreach and engagement activities. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 — Community Safety, Objective # 6 (Enhance Public Safety Integration, Communication Community Health, Livability, Engagement & Sustainability, vitality and livability) and Objective # 6, (Focus projects and wellness of all residents). FISCAL IMPACT and Community Outreach); Goal # 5 Objective #4 (Support neighborhood programs on improving the health and The Emergency Solutions Grant funds in the amount of $86,781.24 will be carried forward from FY 2017-2018 to FY 2018-2019. Of this total, $10,282.68 for this amendment will be available in account no. 13518785-69135 for expenditure in FY 2018-2019. APPROVED AS TO FUNDS AND ACCOUNTS: Steven A. Mendoza Kathryn Downs, CPA ftI Executive Director Executive Director Community Development Agency Finance and Management Services Agency Exhibit: 1. Amendment to Subrecipient Agreement with 2-1-1 Orange County 25H-2 FIRST AMENDMENT TO EMERGENCY SOLUTIONS GRANT SUBRECIPIENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND 211 ORANGE COUNTY (24 CFR Parts 91 and 576) THIS FIRST AMENDMENT TO THE EMERGENCY SOLUTIONS GRANT SUBRECIPIENT AGREEMENT is entered into this OIL day of December, 2018, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City'), and 211 ORANGE COUNTY, a California nonprofit organization ("Subrecipient"). RECITALS A. On July 1, 2018, the City entered into an Emergency Solutions Grant Subrecipient Agreement #A-2018-133-07 with Subrecipient to provide Emergency Funds from the United States Department of Housing and urban Development (HUD) to be used in the operation of an emergency solution program for the homeless or at risk of homelessness of the City of Santa Ana ("said Agreement'). B. In an effort to capture and report critical data surrounding Santa Ana's Interim Emergency Homeless Shelter, this First Amendment to said Agreement will reallocate unspent fiscal year 2017-2018 ESG funds to 2-1-1 Orange County to work in conjunction with a Morey House Data Specialist to enhance the City's Homeless Services webpage with a dashboard of successful outcomes. While a Mercy House Data Specialist will specifically work on integrating clients into the Homeless Services Management Information System and the County's Continuum of Care within the Coordinated Entry System, 2-1-1 Orange County will create on-going status reports to respond to the immediate data needs of the Santa Ana community at large. C. In accordance with the terms and conditions of said Agreement, the parties desire to amend said Agreement to increase funds to the Subrecipient, which need to be spent by June 30, 2019. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Paragraph 5, shall be amended to increase funding to Subrecipient by -$1-0,282.68, which will go to additional Homeless Management Information Services (HIMS) funds. The new total sum shall not exceed $24,555.68 in grant funding. 2. Section I, subsection A, shall be amended to add the specific tasks required of the additional funds, which will be applied to enhance the City's Homeless Services webpage with a dashboard of successful outcomes, as well as on-going status reports to respond to the immediate data needs of the Santa Ana community at large. 3. Section IH, shall be amended to increase funding to Subrecipient by $10,282.68, for a total sum not to exceed $24,555.68. Subrecipient's new budget for these additional funds is attached hereto as Exhibit A and incorporated herein by reference. 25H-3 4. Except as hereinabove modified, the terns and conditions of said Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to said Agreement the date and year first above written, ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR RAUL G5DINE III Clerk of the Council City Manager APPROVED AS TO FORM: SUBRECIPIENT: Sonia f orvallio Cit tid /UtA.4- �' (fr By:R N 0. ODGE Karen Williams A istant ityAttomey Executive Director Tax IDP 33-0063532 DUNSN 88-433-9003 RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency 25H-4 Name of Organization Name of Funded Program Annual Accomplishment Goal City of Santa Ana Scope of Work 'erformance and Demoqraphic Dashboard for Santa Ana Emerqencv Shelter I. Total number of unduplicated clients (Santa Ana and Non -Santa Ana Residents) anticipated to be served by the funded ro ram, named above, during the 12 -month contract period. 200 Persons II. Number of unduplicated Santa Ana residents expected to be served by the funded program during the 12 -month contract period. Persons Program and Funding Description III. Description of Work - In the space below, describe the program to be funded during the 12 -month contract period. What specific activities will be undertaken during the contract period. Please be concise in your response. Only the viewable space will print. SaSan Santa Ana has requested that 211OC create a Performance and Demographic Dashboard for the new Santa Ana 200 bed Emergency Shelter. This dashboard will track weekly progress as reported into the Homeless Management Information System for this new shelter. Upon approval of funding, 211OC will meet with designated Santa Ana employee responsible for direction on the Dashboard development. 211OC will need 2-3 weeks to complete the design, and will provide Santa Ana a link to the Dashboard, and Santa Ana ill post on the city website. Weekly tracking will be dependent on timely HMIS entry by he Emergency Shelter operator. This SOW covers a 0.011 FTE for the development and 0.092 FTE for 54 weeks of dashboard updates. Schedule of Performance Estimate the number of unduplicated Santa Ana residents to be served by the funded program during the 12 -month contract period per quarter. (Enter number of new Santa Ana clients served each quarter. If they were served in quarter 1 do not count them again in quarter 2) Quarter 1: July 1 - September 30 as xPersons Quarter 2: October 1 -December 31 ':`+,Persons Quarter 3: January 1 - March 31y Persons Quarter 4: April 1 -June 30 "idTotal Persons unduplicated Santa Ana Residents to be served. Schedule of Invoicing Estimate the amount of grant funds to be requested during the 12 -month contract period on a quarterly basis. Quarter 1: July 1 -September 30 a ;Vi Quarter 2: October 1 - December 31 Quarter 3: January 1 - March 31 Quarter 4: April 1 -June 30 $;S,,OOOlow $ 10,282.68 (Total Grant Exhibit A 25H-5 ESG Final Budget Organization Name People for Irvine Community Health dba 2-1-1 Orange County Program Name Performance and Demographic Dashboard Expenditures LIST ALL OTHER PROGRAM FUNDS THAT HAVE BEEN SECURED (Total Funds for Program must equal Total Program Budget above) Source Amount Santa Ana r'�yperises'Funded` Expenses Funded 10,283 Total Program Organizational Category` bySarita Ana "F by Other Sources HUD-HMIS Budget Budget 499,000 aa'�3'����'•F HMIS- Data Collectiony10;283 $ 10.283 _ 3 Total Funds for the Program $ 509,283 Ye44 `-x $ _ y{ S $ 'D l g IrryT�xy'y<+ .'.t $ $ $ $ - - 3 ii iFs $ V t Total,, $ $ 10,283 $ LIST ALL OTHER PROGRAM FUNDS THAT HAVE BEEN SECURED (Total Funds for Program must equal Total Program Budget above) Source Amount Santa Ana $ 10,283 HUD-HMIS $ 499,000 Total Funds for the Program $ 509,283 Exhibit B Page 1 of 1 25H-6 ESG Funded Personnel Name of Organlzatlon: le for Irvine Community Health dba 2.1-1 Omnge County(21 Name of Program Performance and Demographic Dashboard for Santa Ana Emergency Shelter Program Staff Position Title (only list funded positions) Budget Category Annual Salary Hourly Rate Approximate # of Hours per month serving Santa Ana Total Amount Requested Data Analyst HMIS $ 70,800 $ 34 3.20% $ 4,248.00 Director orData and Information HM1S $ 100,300 $ 48 2.404/o $ 4,418.02 CEO Dec 2018 only $ 177,000 $ 85 0.4% $ 1,191.35 Finance & Admonistration Dec 2018 only $ 147,500 $ 71 0.2% $ 567.31 Total ESG Requested $ 10,424.68 25H-7 25H-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE PURCHASE AGREEMENTS FOR REAL PROPERTY ACQUISITION FOR WARNER AVENUE IMPROVEMENTS PHASE 1 (PROJECT NO. 14-6802) (NON -GENERAL FUND) (STRATEGIC PLAN NOS. 6, 1G; 3, 2C} CITY NVANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� 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 Purchase Agreement for the real. property full acquisition and goodwill (if any) with the property owner listed below, subject to nonsubstantive changes approved by the City Manager and City Attorney: No. Property Owner Property commonly Acquisition Amount known as / location Type 1. Oscar Gomez 2246 S. Oak St. Full $465,000 (APN 016-101-28) DISCUSSION Warner Avenue is classified as an East-West Major Arterial in the City's General Plan Circulation Element and the County of Orange Master Plan of Arterial Highways. Improving the one -mile segment of Warner Avenue from Main Street to Wright Street has been a long-term priority project that is being constructed in several phases. Improvements include widening from a four -lane roadway to a six -lane arterial to address safety issues and provide adequate vehicular capacity; and installing parkway, raised median landscape, storm drain, protected bike lanes, sound walls, street lights, and traffic signals. The City is acquiring properties for the development of Phase 1, bounded by Main Street and Oak Street. Construction is anticipated to begin in spring 2019. The property acquisition is necessary to accommodate the street improvements for Phase 1 (Exhibit 1). The purchase offer was determined based on the appraised value prepared by a California State- licensed appraiser and accepted by the property owner. The compensation amount listed above is incorporated in the attached agreement (Exhibit 2). 251-1 Purchase Agreement for Real Property Acquisitions Warner Avenue Improvements Phase 1 December 18, 2018 Page 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). 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 On September 1, 2015, City Council approved the Warner Avenue Final Environmental Impact Statement (SCH No. 2012101004). FISCAL IMPACT Funds in the amount of $465,000 are available in the Warner Avenue Improvements Project (No. 14-6802) for expenditure in FY 2018-19: $348,750 in the Measure M2 Competitive Street Fund (Account No. 03217663-66100) and $116,250 in the Transportation System Improvement Area B Fund (Account No. 99217950-66100), subject to nonsubstantive changes. APPROVED AS TO FUNDS AND ACCOUNTS: ro Fuad S. weiss, PE, PLS KaftHryn Downs, CPA11 #ay Executiv Director Executive Director Public W rks Agency Finance and Management Services Agency FSS/EWG/JG/KN Exhibits: 1. Location Map 2. Purchase Agreement —APN 016-101-28 251-2 ORANGE AV CYPRESS AV MAIN ST 016-031-33 016-031-50 016-031-51 D16-103-2� 1 . 16:703:2 J KILSON DR OAK ST ROUSSELLE ST R 016-090-22 DELHI PARR 016-090-21 016-090-25 F1 • SANTA ANA Trn-E: r73 "110A PURCWAE ACF933EM FOR WAFMR AVENUE NPROVEIuEMB (PROJECT NO. 146M ,,. NUMERAL FUND) _ _ -• 251-3 251-4 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on 1 2018, 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, Oscar -Gomez, a married man as his sole and separate property (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 -2246 South -.Oak Street, Santa Ana, CA) (APN 016-101-28) 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 Commonwealth Title Company at 4100 Newport Place Drive, Suite 120, 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, 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 Sixty -Five Thousand and no/100 Dollars ($465,000.00). 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 2 251-5 4. Escrow. City agrees to open an escrow at the office of Commonwealth Title Company, 4100 Newport Place Drive, 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 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, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Four Hundred Sixty -Five Thousand and no/100 Dollars ($465,000.00). 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; 251-6 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. a. No later than fourteen days (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 three 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 OccupancV 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. 251-7 1. 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. B. 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 2246 South Oak Street, 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) 251-8 defi,ned as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et sec. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. S9601 et seq. (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 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. 251-9 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 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. 251-10 IN `,NITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Oscar Gomez, a married male as his sole and separate property Date: �� o / , 2018 Oscar Gomez City/Buyer City of Santa Ana Date: 2018 Raul Godinez II City Manager Attest: Date: 2018 Maria D. Huizar City Clerk Approved as to Form: N• Date: J(-?-F-t8 , 2018 Jo u1. Funk A istant City Attorney RECOMMENDED FOR APPROVAL: Date: 2018 Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency 251-11 EXHIBIT "A" LEGAL DESRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: THE SOUTH ONE-HALF OF THE EAST 124 FEET OF LOT 6 IN BLOCK J OF TRACT NO. 668 MCFADDEN HOME TRACT NO. 5, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 20, PAGE 5, MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 016-101-28 251-12 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. 251-13 251-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE AGREEMENTS WITH HENNESSEY & HENNESSEY LLC AND INTEGRA REALTY RESOURCES — LOS ANGELES FOR ON-CALL RIGHT-OF-WAY APPRAISAL SERVICES (NON -GENERAL FUND) (STRATEGIC PLAN NO. 6, 1G) r CITY M NAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on V1 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 two agreements with the firms listed below to provide on-call right-of-way property appraisal services for three-year terms beginning December 18, 2018, and expiring December 17, 2021, with provisions for two, one-year extensions exercisable by the City Manager and the City Attorney, for a total aggregate amount not to exceed $400,000 for the two contracts combined, for the term of the contract, including the optional extensions, subject to nonsubstantive changes approved by the City Manager and the City Attorney: Hennessey and Hennessey LLC Integra Realty Resources — Los Angeles In order to provide the best services to the City, staff will endeavor to distribute work equally among the two consultants, but reserves the right to assign more work to one consultant over another based on type of work, availability of staff, schedule limitations, and performance, among other factors. DISCUSSION Approval of the recommended action will provide for on-call right-of-way property appraisal services as needed to complete Public Works Agency Capital Improvement Program (CIP) projects, valued at over $50 million per year for the next several years. These services will be utilized for current CIP projects, including Warner Avenue and Bristol Street Improvement projects. Right-of-way consultants are needed to augment staff with specialty appraisal services for timely delivery of the CIP. Consultant services will include preparation of appraisal services for residential properties; commercial properties; industrial properties; easements; special use or zoned properties; and review of appraisals. 25J-1 Agreements for Geotechnical Engineering Services December 18, 2018 Page 2 On September 17, 2018, the City issued a Request for Proposals (RFP) (Exhibit 1) for On-call Property Appraisal Services. The RFP was posted on the City's online e -procurement portal, PlanetBids, and a total of 8 proposals were received. A five -member evaluation panel comprised of Public Works Agency and City Attorney Office staff reviewed and ranked all of the proposals. One proposal was deemed nonresponsive, and the remaining 7 qualifying submittals were ranked based on experience, qualifications, project understanding, as well as the overall proposed services. The table below summarizes the results of the top seven proposals: Rank Firm Score 1 Hennessey & Hennessey 90 2 Integra Realty Resources — Los Angeles 84 3 Hendrickson Appraisal Company 81 4 Santolucito Dore 79 5 Pacific Real Estate 74 6 Cushman & Wakefield 71 7 Valbridge 67 Based on the proposal evaluations and ranking, staff recommends that the top 2 firms — Hennessey & Hennessey and Integra Realty Resources — be retained to provide on-call right-of-way appraisal services (Exhibits 2 and 3). ENVIRONMENTAL IMPACT There are no environmental impacts associated with this action. 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). FISCAL IMPACT There is no fiscal impact at this time. Funding for these services is available in prior year and current FY 2018-19 approved CIP budgets, and will be budgeted in future CIPs. Prior to utilizing any of these on-call services, Public Works Agency staff must receive Finance & Management Services Agency approval of funding and accounts to ensure that funds are available under the authorization and aggregate limit of these agreements. Upon successful completion of this fiscal review, a corresponding Notice to Proceed containing specific scope and maximum expenditure for the task order will be issued to a firm. 25J-2 Agreements for Geotechnical Engineering Services December 18, 2018 Page 3 FSS/EWG/JG/KN/HG APPROVED AS TO FUNDS AND ACCOUNTS: IK� &911� Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibits: 1. RFP 18-082 2 Agreement — Hennessey & Hennessey 3. Agreement— Integra Realty Resources 25J-3 25J-4 REQUEST FOR PROPOSALS (RFP) FOR ON-CALL RIGHT OF WAY PROPERTY APPRAISAL SERVICES RFP NO.: 18-082 CITY OF SANTA ANA Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 Kenny Nguyen Project Manager for Principal Civil Engineer Public Works Agency KEY RFP DATES (Subject to change at discretion of Ci Issue Date: September 17, 2018 Letter of Intent: September 22,2018 Deadline for Requests for Information: September 28, 2018 Proposal Due Date: October 8, 2018; 4:00pip: Projected Award Date: November 20, 2018 EXHIBIT 1 25J-5 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms for On -Call Property Appraisal Services. Responses to this Request for Proposals (RFP) must be submitted electronically to the PlanetBids system no later than October 8, 2018 at 4:00 p.m. Proposals received after this date/time will not be considered. It is the responsibility of the proposer to ensure that any proposals submitted have sufficient time to be received by the City of Santa Ana prior to this proposal due date and time. Additionally, it is a requirement that hard copy proposals also be sent my courier service, mailed, or hand delivered in an enclosed sealed envelope and marked clearly with the following "SEALED PROPOSAL FOR RFP NO. 18-082 ON-CALL RIGHT OF WAY PROPERTY APPRAISAL SERVICES IN THE CITY OF SANTA ANA DO NOT OPEN WITH REGULAR MAIL." City of Santa Ana Attn.: Kenny Nguyen Public Works Agency; 20 Civic Center Plaza, M36; Ross Annex Santa Ana, CA 92701 For further instructions regarding hard copy submission proposals, refer to PlanetBids. All notifications, requests for information, updates and addenda will be posted online on PlanetBids at https://www.planetbids.comtportal/t)ortal.cfm?CompanvID=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive qualification. City of Santa Ana RFP 18-082 Z51-6 TABLE OF CONTENTS I. INTRODUCTION / PROJECT DESCRIPTION II. INSTRUCTIONS TO PROPOSERS A. CITY RESPONSIBILITIES B. PROPOSER RESPONSIBILITIES C. REQUEST FOR INFORMATION OR CLARIFICATION D. ADDENDA E. LICENSES & PERMITS F. INSURANCE G. INFORMATION PACKET H. PRE-PROPOSALMEETING I. CITY RIGHT TO REJECT J. BID PROTESTS III. SUBMITTAL REQUIREMENTS A. GENERAL B. PROPOSAL CONTENTS 1. STATEMENT OF QUALIFICATIONS 2. SCOPE OF SERVICES AND SCHEDULE 3. FEE PROPOSAL 4. CERTIFICATIONS IV. PROPOSAL REVIEW (CONSULTANT SELECTION A. EVALUATION AND RATING B. SELECTION V. CONTRACT AWARD A. REQUEST FOR COUNCIL ACTION B. EXECUTION OF AGREEMENT VI. IMPLEMENTATION A. KICK-OFF MEETING B. NOTICE TO PROCEED VII. PUBLIC RECORDS VIII. APPENDIX ATTACHMENT 1: SCOPE OF WORK ATTACHMENT 2: AGREEMENT ATTACHMENT 3: CERTIFICATIONS City of Santa Ana RFP 18-082 2J W7 I. INTRODUCTION / PROJECT DESCRIPTION Nature of Work: The City of Santa Ana is seeking a qualified On -Call Right of Way Property Appraisal firm(s) for the City of Santa Ana Public Works Agency. Refer to Appendix, Attachment 1, Scope of Services, for more information. Number of Proposals and Signature: The submittal shall include five (5) hard copies are required to accompany an electronic submittal of the complete proposal package on PlanetBids. One of the hard copies shall be marked as "ORIGINAL" and shall be signed by a company official with the power to bind the company and submitted to the City of Santa Ana. Please be explicit in identifying the appropriate person with legal authority to bind the company for contractual purposes. The Statement of Qualifications shall be limited to a maximum of (10) double -sided pages (excluding front and back covers, section dividers and attachments such as resumes, forms). Font size shall be minimum 11 -point Arial. Proposal exhibits shall be maximum 11" x 17". Proposal Evaluation and Rating: The criteria for evaluating the proposals submitted will take the following items into consideration: • Firm/Team Experience 25% • Understanding of Need 30% • Relevant Project Experience 30% • Fee 10% • References 5% The City has established a proposal review committee to evaluate proposers based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth above. A final score will be calculated for each submitted proposal and used to rank the proposers. City of Santa Ana RFP 18-082 Pa25J-8 5 1_Q Project Funding: Project is funded with Federal, OCTA Gas Tax, and Measure M2. Special conditions may apply. Refer to Attachments 1 (Scope of Work) in the Appendix of this RFP. Prevailing Wages: In accordance with the California State Labor Code, prevailing wage rates apply. Copies of the prevailing rate of per diem wages are on file with the Public Works Agency and shall be made available to any interested party on request. Term of Contract Agreement: The City desires to enter into a contract with the selected firm for an initial three- ear term with a City option for two, one year extensions. This term is outlined in the Standard Consultant Agreement, as contained in the Appendix of this RFP as Attachment 2. II. A. CITY RESPONSIBILITIES The City will provide information information in RFP. The City will specifically referred to herein. B. PROPOSER RESPONSIBILITIES in its possession relevant to preparation of required provide only the staff assistance and documentation Point of Contact: The selected proposer will assume responsibilities for all services in its proposal. The selected proposer shall identify a sole point of contact with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. Evidence of Financial Capacity: Proposer may be requested to submit its most recent audited financial statement, evidencing proposer's financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) day operational capacity, proposer may include a letter of credit as evidence of supplemental capacity. C. REQUEST FOR INFORMATION OR CLARIFICATION All questions or requested clarifications shall be made in writing via e-mail to the Project Manager (contact information as noted on the cover page to this RFP) no fewer than five (5) calendar days prior to the date and time set for opening of proposals. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP. D. ADDENDA Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on City's website, santa-ana.ore/bids-rfps as set forth in the Notice Inviting Proposals. Addenda shall become part of the agreement documents. E. LICENSES & PERMITS The selected proposer shall be required to obtain a City of Santa Ana Business license within ten (10) business days of selection and must provide a copy to the City projects manager or designee prior to commencing any work in Santa Ana. Additionally, Proposer will be responsible for obtaining any licenses/permits required by the Scope of Work. F. INSURANCE The Selected Proposer shall provide the required evidence of insurance coverage as set forth in the Scope of Work within ten (10) business days after receipt of notice that the contract has been awarded. Failure to provide the required insurance certificates shall be cause for the annulment of the award and the forfeiture of the proposal guaranty. City of Santa Ana RFP 257-10 G. PAYMENT INFORMATION PACKET The selected proposer shall return a completed payment information packet within ten (10) business days after the successful proposer has received notice that the contract has been awarded. The packet is available on the City's website: santa-ana.orgfbids-rfns. H. PRE -PROPOSAL MEETING Should a pre -proposal be scheduled, the date, time and location is identified on the cover page of this RFP. The meeting will include discussion of the project scope and a question - and -answer session. It is highly recommended that the Proposer's key team members attend this meeting. Significant interpretations or clarifications will be addressed via addenda to this RFP, as described above in "Section D: Addenda." I. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. The City reserves the right to reject, replace and approve any and all subcontractors. All subcontractor(s) shall be identified in the response to the RFP. Subcontractors shall be the responsibility of the successful proposer and the City shall assume no liability of such subcontractors. J. BID PROTESTS Proposers with concerns or rebuttal of any staff determination of non -responsiveness or non - responsibility may submit, in writing within five (5) business days, to the Project Manager, any concerns regarding the RFP process or staff determination. Such writing shall be considered by the City Manager or his designated representative, and may be acted upon within five (5) business days. If no action is taken within such time, there shall be no change to the staff determination. The exercise by Proposer of its right to submit written concerns shall be a condition precedent to seeking judicial review of any award of a contract hereunder. City of Santa Ana RFP 2SJ 11 III. SUBMITTAL REQUIREMENT A. GENERAL I. The number of Proposal Conies and signature is specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION. H. Deadline: Proposals are due to the City of Santa Ana at the date, time, and location specified in the Notice Inviting Proposals. B. PROPOSAL CONTENTS The proposal format and page limitation, if any, is specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION. 1. STATEMENT OF QUALIFICATIONS a. Cover Letter — Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. b. Contract Agreement Statement: Proposal shall include a statement outlining your concurrence or concerns with any and all provisions as contained in the Agreement attached herein as Attachment 2 in the Appendix. c. Firm and Team Experience: Proposal shall include a profile of the firm's experience. Include resumes of project team/sub-consultants that will be providing services which outline their technical and design experience. At a minimum, this should include the project manager/principal agent, associates in charge when project manager/principal agent is unavailable, key personnel, firm size, and an organization chart identifying only those who will perform work for the proposed project and the percentage of each individual's time devoted to this project. The project manager/principal agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited for an interview. d. Understanding of Need: Proposal shall include an outline which demonstrates the firm's understanding of the work. This outline should include anticipated approach, tasks necessary for successful completion, deliverables, and suggestions or special concerns that the City should be made aware of. Identify any assumptions and/or exclusions used in preparation of the scope of work and associated fee estimate. e. Relevant Proiect Experience: Proposal shall include a list of projects which your firm or personnel have completed within the last 5 years, including significant work with public agencies. Project information should include project description, year completed, client name, along with a person to contact and their telephone number. City of Santa Ana RFP 2BU 512 f. References: Proposal shall include a listing of relevant projects with references for three public entities for which Proposer has performed similar work within the past five (5) years. 2. SCOPE OF SERVICES AND SCHEDULE: Proposal shall include a Scope of Services and Schedule which details the work phases to be completed, the tasks to be accomplished, the deliverables to be provided, and the schedule / timeline to complete the project, based upon the requested Scope of Work detailed in Attachment 1 of this RFP. 3. FEE PROPOSAL: The fee proposal shall be submitted concurrently with the technical proposal, but in a separately sealed envelope, clearly labeled as "Fee Proposal." This shall include the firm's Standard Hourly Fee Schedule, a table outlining the tasks and team hourly effort for each of the major tasks, and a Project Fee Schedule as outlined in the Scope of Work. The fee proposal will not be opened until the proposals have been evaluated by the proposal selection committee. The City will select the consultant based on qualifications, and then negotiate a contract price based on available funding. 4. CERTIFICATIONS: The following forms shall be signed and included as part of the proposal submittal package: • Attachment 3-1: Non -Collusion Affidavit • Attachment 3-2: Non -Lobbying Certification • Attachment 3-3: Non -Discrimination Certification IV. PROPOSAL REVIEW (CONSULTANT SELECTION) A. EVALUATION AND RATING The criteria for evaluating the proposals are specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION. B. SELECTION The committee may interview the top ranking proposers. The City will recommend award of the contract to the proposer who will provide the best value to the City. City reserves the right to begin negotiations and enter into a contract without interview or further discussions. V. CONTRACT AWARD A. REQUEST FOR COUNCIL ACTION RFP Following evaluation and rating by the proposal review committee, the Project Manager will recommend award of a contract to the proposer providing the best value to the City. B. EXECUTION OF AGREEMENT The Scope of Services, Schedule, and Fees submitted in the proposal will be the basis of any negotiation of final terms which will lead to a completed agreement ready for execution based on the standard Agreement attached herein as Attachment 2 in the Appendix. VI. IMPLEMENTATION A. KICK-OFF MEETING A kick-off meeting will be held after award of contract. Consultant and its team will meet with City of Santa Ana staff to conduct introductions, discuss scope of services, and implementation process. B. NOTICE TO PROCEED Following the kick-off meeting, a formal Notice to Proceed (NTP) may be issued after the agreement is fully executed, and all required bonds, insurance documents and contents of the Information Packet have been received and approved. For "On -Call' contracts, Consultant will be notified by individual City Project Managers on a case-by-case basis to request project/task specific proposals. Written NTPs will be then issued accordingly. VIL PUBLIC RECORDS All data, documents and other products used, developed, or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall become property of the City. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. Proposals will become public record after award of contract. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. City of Santa Ana RFP 25d z14 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON-CALL RIGHT OF WAY PROPERTY APPRAISAL SERVICES RFP NO.: 18-082 Introduction and Background: The City of Santa Ana is issuing this Request for Proposals (RFP) to qualified Right of Way Property Appraisal firms to provide property appraisal services for the City of Santa Ana Public Works Agency on an as -needed basis. From the proposals received, it is the City's goal to select up to two firms. The City will enter into separate agreements with each firm for an aggregate not to exceed amount of $400,000. Work will be assigned by Contract Task Orders (CTO). As tasks are identified, they will be distributed among the turns based upon their ability to perform the required work within the project schedule and budget constraints. Minimum Qualifications: Consultant qualifications must demonstrate the minimum qualifications as established in the California Department of Transportation (Caltrans) Right of Way Manual which can be accessed at: httv://www.dot.ca.goy/hq/row/rowman/manual/index.htm, Description of Work: Consultants under contract with the City of Santa Ana will provide support and services to City of Santa Ana staff or their designee on an as -needed basis. The Consultants shall be thoroughly familiar with the Statement of Work prior to submitting a response to this Request for Proposal. (RFP). • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience with State and Federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Work may include, but not be limited to, the following: onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies. • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. City of Santa Ana RFF 260.4,15 The Consultant has total responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of the Consultant. The Consultant shall be responsible for coordination and supervision of all work performed by its sub -consultants. The Consultant shall review all work performed by its sub -consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. The Consultant shall have a Quality Assurance/Quality Control (QA/QC) plan in effect during the entire time work is performed under the Agreement. The QA/QC plan is intended to ensure that the appraisals, maps, reports, plans, studies, estimates, agreements and other documents submitted under assigned Scope of Work are complete, accurate, checked, and proofread to meet professional standard practice requirements, and to monitor work for conformance with the appropriate standards and policies. Additionally, all electronic files shall conform to the City's file naming system. • The Consultant shall diligently work on each assignment and complete each task in accordance with the schedule and accommodate the City's needs. • The Consultant's work will be subject to inspection and audit by City, County, State and Federal representatives. • Project files including copies of all correspondences, reports, documents, and electronic files shall be submitted to the City when requested and electronically updated monthly. The schedule and/or status report may require updating more frequently. • All work, including reports, analysis, data, and intellectual properties developed during the life of the Agreement shall become the properties of the City. The Consultant will receive written notification of the award of the contract. Upon on such notification, the Consultant will proceed with the services required by the Agreement. Scope of Work: Consultant shall prepare appraisal services that include full and partial acquisition for residential property; commercial property; industrial property; easements; special use or zoned property; and review appraisals. Appraisal Services shall be in accordance with federal, state, and local regulations, policies, procedures and standards. Consultant must make every effort to meet with the property owner prior to preparation of the report. Appraiser shall perform the following tasks • Prepare appraisal report in accordance with the State of California Laws and the Uniform Standards of Professional Appraisal Practice (USPAP) • Research records, inspect the site and communicate with the property owner in preparation of the appraisal report. This might require multiple attempts for site visit and inspection City of Santa Ana RFP 18-082 2J'--1 6 • Prepare Real Estate Appraisal reports for full and partial acquisition • Prepare Appraisal Summary Statements to accompany City's Offer Package • Prepare Valuation of City's Landscape Setback Easement requirements • Prepare detailed appraisal report necessary for condemnation • Coordinate with Fixtures and Equipment Appraisers • Coordinate with Business Goodwill Appraisers • Communicate with property owners in writing and as required to obtain adequate information to prepare the report • Prepare all necessary correspondence, letters and reports • Provide effective communication with engineers, planners, attorneys, and City staff • Comply with federal, state and local regulations • Create files and maintain all records • Provide condemnation consultations as necessary • Attend meetings/public hearings and conduct presentations • Provide expert witness testimony as required for condemnation proceedings • Coordinate and review of Phase I and Phase II Environmental Studies • Review appraisal reports prepared by other consultants as required by the City and prepare review summary • Prepare Review Appraisal Reports (Required For Federally Funded Projects) • Coordinate, direct and obtain Review Appraisals in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act (Uniform Act) and Caltrans guidelines • Examine all appraisals and corresponding reports • Seek any corrections or revisions deemed appropriate • Prepare Dual Appraisal Report as required for federally funded projects under Caltrans Guidelines Real estate appraisers must be certified and a Member of the Appraisal Institute. Payment and Invoicing: Selected Consultant shall invoice the City based on time and material according to the City's standard invoice template. Tasks and hours shall be clearly identified and all rates must match those included in the approved agreement. City shall retain ten percent (10%) of the invoice amount from each payment until the completed Project has been accepted by the City. Sample Fee Proposal: Consultant shall describe the process (methods of appraisal, research, and any other necessary tasks) and provide the proposal fee breakdown to appraise the below sample addresses. The proposal will be used for fee comparison and evaluation process. The partial acquisition for Cherry Aerospace shall be 10 feet from the back of sidewalk and all existing improvements within the acquired area shall be appraised accordingly. Sample locations for appraisal proposal are the following: ➢ 1224 E. Warner Avenue (Cherry Aerospace Park Take) ➢ 2246 S. Evergreen Street (Residential Full Take) City of Appendix ATTACHMENT 2 STANDARD AGREEMENT CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this day of , 2018 by and between , ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of: Right of Way Property Appraisal. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended under this Agreement shall not exceed $xxxxxx during the term of this Agreement, including any extension periods exercised under Section 3. City of Santa Ana RFP 2SJ,z18 b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on [enter a Start Date or "the date first written above"] for a number (#) year term with the option for the City to grant up to a number (#)-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee -of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not City of Santa Ana RFP Page A2-2 25J-19 be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Consultant shall supply City with a fully executed additional insured endorsement. City of Santa Ana RFP Page A2-3 25J-20 f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. City of Santa Ana RFP Page A2-4 25J-21 Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. Conflict may be further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. 13. 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 and as further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or City of Santa Ana RFP Page A2-5 25J-22 otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 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. City of Santa Ana RFP Page A2-6 25J-23 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Additional provisions, if any, are identified as Additional Provisions, Exhibit D, attached hereto and incorporated into this Agreement by reference. No Exhibit D is attached in the absence of additional provisions. b. 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. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. 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: City of Santa Ana RFP Page A2-7 25J-24 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: Fuad S. Sweiss, PE, PLS Sonia R. Carvalho Executive Director, Public Works Agency City Attorney City of Santa Ana 20 Civic Center Plaza (M-21) City of Santa Ana 20 Civic Center Plaza (M-29) I P.O. Box 1988 P.O. Box 1988 Santa Ana, California 92702 Santa Ana, California 92702 j Fax: 714- 647-5635 1 Fax: 714- 647-6515 i To Consultant: First & Last Name Title Consultant Firm Name Address City, State, Zip Fax: 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. City of Santa Ana RFP Page A2-8 25J-25 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: CITY OF SANTA ANA Raul Godinez II City Manager SONIA R. CARVALHO CONSULTANT: City Attorney By: John Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: FUAD S. SWEISS, PE, PLS Executive Director Public Works Agency Rev. 9-17-2018 (name) (title) Tax fD# City of Santa Ana RFP Page A2-9 25J-26 EXHIBIT A SCOPE OF SERVICES City of Santa Ana RFP Page A2-10 25J-27 EXHIBIT B COMPENSATION Fee Proposal including hourly rates (from Consultant Proposal) The total compensation may include a line item for the cost from the Fee Proposal, followed by a line item for any contingency, followed by a grand total not to exceed (NTE) Amount. This is what may be transferred to the front page of the contract. City of Santa Ana RFP Page A2-11 25J-28 EXHIBIT C CERTIFICATIONS C-1 through C-3 City of Santa Ana RFP Page A2-12 25J-29 Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Noncollusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and swom 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 City of Santa Ana RFP 25U%330 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Signed and Printed Name: Title Date City of SantaG�' E 4 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant 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 Consultant 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 Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant 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 Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant 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 Consultant 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 Consultant'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 Consultant 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. The Consultant 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 City of Santa Ana RFP &I-32 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 Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: City of SantaAnaRFP 2 5@0 W91 A.Q 25J-34 AGREEMENT TO PROVIDE ON-CALL RIGHT-OF-WAY PROPERTY APPRAISAL SERVICES THIS AGREEMENT is made and entered into on this 18th day of December, 2018 by and between Hennessey & Hennessey LLC ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City'). RECITALS A. On September 17, 2018, the City issued Request for Proposal No. 18-082 ("RFP") by which it sought consultants to provide on-call right-of-way property appraisal services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 18-082. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the tenns and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on-call basis, and at the sole discretion of the City, Consultant shall perform the services described in the scope of work that was included in RFP No. 18-082 and as more specifically delineated in Consultant's proposal, which is attached as Exhibit A and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of two consultants selected to provide right-of-way appraisal services on an on-call basis under RFP No. 18-082. The total compensation for services provided by all consultants selected under RFP No. 18- 082 shall not exceed a combined amount of $400,000 during the term of this Agreement, including any extension periods. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Page 1 of 8 EXHIBIT 2 25J-35 3. TERM This Agreement shall commence on the date first written above and terminate on December 17, 2021, unless terminated earlier in accordance with Section 16 below. The term of this Agreement may be extended for two 1 -year periods upon a writing executed by the City Manager and the City Attorney, 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 8 25J-36 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance, Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b, Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. 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. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. Page 3 of 8 25J-37 f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. S. INDEMNMCATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal orproperty rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEM?4MCATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longerperiod required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Page 4 of 8 25J-38 Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. Page 5 of 8 25J-39 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 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 fiuther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be Page 6of8 25J-40 cause for termination of this Agreement. 20. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 To Consultant: Hennessey & Hennessey LLC 1760217'h Street, Suite 102-246 Tustin, CA 92780 Attn: Sharon A. Hennessey, Member/Manager 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. Page 7 of 8 25J-41 21. 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 i By: John P. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency CITY OF SANTA ANA Raul Godinez II City Manager CONSULTANT: By: Title: Page 8 of 8 25J-42 Hennessey & Hennessey LLC 17602171" Street, Suite 102-246 Tustin, CA 92780-7915 (714)730-0744 hhllc@ca.rr.com EXHIBIT A Proposal for RFP No. 18-082 On -Call Right of Way Property Appraisal Services City of Santa Ana Attn: Mr. Kenny Nguyen Public Works Agency 20 Civic Center Plaza Santa Ana, California 92702 October 8, 2018 25J-43 Contents 1. Statement of Qualifications a. Cover Letter ............................................ v b. Contract Agreement Statement ............... . ............. 1 C. Firm and Team Experience ................................ 1 d. Understanding of Need ............................. . .. . . 12 e. Relevant Project Experience .............................. 14 f. References ............................................ 17 2. Scope of Services and Schedule ...... . .................... . ... 18 3. Fee Proposal .............................................. 20 4. Certifications ............................................... 21 Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-44 HENNESSEY & HENNESSEY LLC A California Limited Liability Company Real Estate Appraisers 1760217/ Street, Suite 102-246 • Tustin, California 92780-7915 (714) 730-0744. fax (714) 730-0221 e-mail: hhllcpcasrcom Joseph A. Hennessey, SRfWA (1928.2016) Senior Member, International Right of Way October 8, 2018 City of Santa Ana Attn: Mr. Kenny Nguyen, Project Manager Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92702 Sharon A. Hennessey, MAI, SRIWA, Al-GRS Certified General Real Estate Appraiser MAI Designated Member of the Appraisal Institute AI-GRS Designated Member of the Appraisal Institute Senior Member, International Right of Way Association Subject: RFP No. 18-082, On -Call Right of Way Property Appraisal Services Dear Mr. Nguyen: Hennessey & Hennessey LLC (Hennessey & Hennessey) is pleased to submit our proposal to provide On -Call Right of Way Property Appraisal Services. The submission requirements of this Request for Proposal are provided in the attached document and its appendices. In addition to the information contained in the attached proposal, the following requested information is provided: The offeror is: Hennessey & Hennessey LLC, a California Limited Liability Company 17602 17th Street, Suite 102-246 Tustin, California 92780-7915 Telephone: (714) 730-0744 Fax: (714) 730-0221 E-mail: hhllc@ca.rr.com Contact: Sharon A. Hennessey, MAI, SR/WA, AI-GRS, Manager Hennessey & Hennessey is a Certified Underutilized Disadvantaged Business Enterprise (UDBE). Hennessey & Hennessey appreciates the opportunity to submit this proposal for On -Call Right of Way Property Appraisal Services. We encourage you to contact our references to verify the quality and timeliness of our past performance with other agencies. Please contact me if you have any questions or need clarification on any items in this proposal. Respectfully submitted, HENNESSEY & HENNESSEY LLC by hQfM G: GiV W Sharon A. Hennessey, MAI S A, AI-GRS Member/Manager 25J-45 Statement of Qualifications b. Contract Agreement Statement Hennessey & Hennessey LLC Is able to comply with all provisions as contained in Attachment 2 in the appendix to the City of Santa Ana's Request for Proposals (RFP) No. 18-082. C. Firm and Team Experience Hennessey & Hennessey LLC (Hennessey & Hennessey) is a real estate appraisal firm in Orange County, with an office in the City of Tustin. The firm provides real estate appraisal and consulting services for government agencies and private entities throughout California. Founded in 1979 as an independent appraisal firm, Hennessey & Hennessey transitioned from an association of real estate appraisers to a California Limited Liability Company in 1999. Currently, there is a staff of four. Hennessey & Hennessey is an Underutilized Disadvantaged Business Enterprise (UDBE) certified by the California Unified Certification Program (CUCP). For more than 30 years, Hennessey & Hennessey's primary emphasis has been appraisal for eminent domain purposes for public agencies, specializing in appraising properties for negotiated acquisitions and litigation. Hennessey & Hennessey has a complete understanding of the processes and complexities involved in eminent domain law. This ensures that our reports meet the requirements of the law and the guidelines of the review agency, and provide a useful tool with comprehensive information for the acquisition agent, particularly in cases of partial acquisitions. The firm's work Includes appraising all types of real property, including commercial, retail, office, mixed use, Industrial, multi -family and single-family residential, agricultural and special use properties, and vacant land. Hennessey & Hennessey also produces narrative appraisals for full and partial acquisitions of vacant and improved parcels along freeway, railroad, flood control and easement corridors. Many of the firm's appraisals are created for multiple -parcel right of way projects. Hennessey & Hennessey has completed projects in accordance with the State of California, Department of Transportation (Caltrans) standards for the City of Santa Ana and other agencies. Additionally, Hennessey & Hennessey has appraised properties for budgetary estimates, market studies, negotiations, estate planning, franchise fee negotiations, and litigation matters, and has reviewed appraisals prepared by other firms for similar projects. Hennessey & Hennessey has assisted In the preparation of right of way cost estimates for Caltrans -required Project Study Reports (PSRs) and has provided expert testimony in court cases. The Hennessey & Hennessey staff actively participates in professional associations and regularly attends educational classes and seminars to remain current with the ongoing changes in the right of way and appraisal fields. This enables the firm to consistently provide the technical expertise required by clients. The firm always strives to honor time commitments to meet the needs of all clients. Hennessey & Hennessey has completed hundreds of full take and part take right of way appraisal assignments for governmental agencies and private entities. These assignments have included complex partial and full takes from commercial, industrial, agricultural, residential, and special purpose properties, and valuations of temporary construction easements and permanent easements for various purposes. Hennessey & Hennessey has valued vacant land for full and partial takes, and surplus real property for disposition evaluations. rroposai ror un -Call Hight of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-46 With this background of varied appraisal experience and knowledge of appraisal review requirements in accordance with USPAP and federal requirements, Hennessey & Hennessey is well qualified to review appraisals. In fact, the firm has completed hundreds of appraisal reviews similar in nature and complexity to the appraisal assignments listed above. Hennessey & Hennessey has performed appraisals subject to review by Caltrans. Such appraisals must meet Caltrans appraisal guidelines, the Uniform Appraisal Standards for Federal Land Acquisition, and the Uniform Standards of Professional Appraisal Practice. Hennessey & Hennessey is intimately familiar with the requirements for appraisals and appraisal reviews for federally and state -funded projects, including those pursuant to Title 25, California Code of Regulations §6000, at seq.; §7260 et seq. of the California Government Code; 42 U.S.C. 4601, at seq. (Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970); and Code of Federal Regulations, Title 49, Part 24 (Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally Assisted Programs). Key Personnel Sharon A. Hennessey, MAI, SR/WA, AI-GRS Proposed position: Location: Availability for this assignment: Current assignments: Commitment to that/those assignments: Years with H&H: Project manager/senior appraiser; valuation analysis and expert witness testimony Tustin 90% 10 80% 30+ years Ms. Hennessey has more than 30 years of experience appraising real property with an emphasis on eminent domain and litigation appraisals. Her work has included appraisals of all types of real estate, including industrial, commercial, retail, office, mixed use, and residential properties, as well as unimproved land, for full and partial acquisitions for right of way purposes. Ms. Hennessey has. appraised properties for right of way projects for -the cities of Anaheim, Placentia, Costa Mesa, Fullerton, Garden Grove, Huntington Beach, Lake Forest, Laguna Niguel, Mission Viejo, Ontario, Riverside, Santa Ana, San Juan Capistrano, and Upland. She has also completed appraisal assignments for the Orange County Transportation Authority (OCTA), the Riverside County Transportation Commission (RCTC), the San Bernardino County Transportation Authority (SBCTA), and water and school districts, and property and right of way acquisitions for engineering firms. Ms. Hennessey is qualified as an expert witness in the Superior Court of Orange County. She holds MAI and Al GRS designations from the Appraisal Institute and the SR/WA designation from the International Right of Way Association. She is a California Certified General Real Estate Appraiser (No. AG003323). Ms. Hennessey is a senior member, a past president, and a former member of the Board of Directors of the International Right of Way Association. She holds a Bachelor of Arts degree from the University of California at Berkeley. In addition to performing the necessary valuation tasks and report preparation, Ms. Hennessey will be the designated project manager and primary contact for all assignments under this contract. She will have full management, scheduling, and financial responsibility for performance of the assigned projects. She has a thorough understanding of the complexities involved in agency projects, the importance of building and maintaining rapport, and a cooperative working relationship with all agencies and consulting firms that may be involved. Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-47 Susan D. Taylor Proposed position: Location: Availability for this assignment: Current assignments: Commitment to that/those assignments: Years with H&H: Associate; research, field work, preliminary valuation analysis, report writing, and editing Tustin and Newport Beach 90% 3 80% 10 years Ms. Taylor has more than 35 years' experience in commercial real estate, including real estate market analysis, planning, entitlements, development, construction, financing, asset management, and dispositions. She holds a Bachelor of Business Administration degree, with a major in Real Estate and Urban Land Economics from the University of Wisconsin. Since 2008, Ms. Taylor has assisted with appraisals for full and partial acquisitions for numerous government agencies, cities, and engineering firms. Joseph S. Montano Proposed position: Location: Availability for this assignment: Current assignments: Commitment to that/those assignments: Years with H&H: Associate appraiser; research, data collection, field work Tustin 75% 9 90% 19 years Mr. Montano Joined Hennessey & Hennessey in 1999 and has been an Associate Appraiser since 2004. He has assisted in appraising properties for right of way projects in the cities of Anaheim, Garden Grove, Lake Forest, Riverside, and Santa Ana, and for the Orange County Transportation Authority (OCTA), the Riverside County Transportation Commission (RCTC), and water and school districts. He will provide data collection and field work services for assignments under this contract, and would assume the project manager responsibilities if Ms. Hennessey isnot available. Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-48 Subcontractors Hennessey & Hennessey proposes to use qualified subcontractors to assist with the valuation of real property as needed. The subcontractors will be directly responsible to the project manager and are highly qualified in their fields. They have the ability to complete their tasks at the highest technical level and in a timely manner. Following are brief descriptions of the subcontractors that may be utilized for any assignment. Karen Herb Document All Stars 30100 Town Center Drive, #0-349 Laguna Niguel, California Telephone: (949) 443-0171 Proposed function: Current assignments for H&H: Availability for this assignment: Commitment to H&H assignments: Subcontractor to H&H: Document preparation and editing ongoing, as needed 50% as needed 30+ years Hennessey & Hennessey has subcontracted all its document preparation and editing services to Document All Stars since 1980. Document All Stars is an Underutilized Disadvantaged Business Enterprise (Woman Owned-UDBE), certified by the CUCP/DOT since 2002. Geri K. Easley, MAI, ISHC Easley & Associates 130 S. Chaparral Court, Ste. 210 Anaheim Hills, California Telephone: (714) 974-7672 Proposed function: Real estate appraiser; as -needed research and valuation analysis Current assignments for H&H: 1 Availability for this assignment: 50% Commitment to H&H assignments: 50% Subcontractor to H&H: 15+ years Ms. Easley has 35 years of commercial real estate consulting and appraisal experience. She has worked for three national firms: Laventhol & Horwath, Kenneth Leventhal & Company, and Landaur Associates, Inc. In 1992, Ms. Easley formed her own appraisal firm, Easley & Associates. Ms. Easley has special expertise in the appraisal of hotels, motels, and restaurants, and has appraised a variety of commercial, industrial, special purpose, and undeveloped properties. Her work includes full take and part take appraisals for numerous public agencies. Ms. Easley is a Certified General Real Estate Appraiser (No. AG01882) in the State of California. She holds the MAI designation from the Appraisal Institute, is a member of the International Society of Hospitality Consultants (ISHC), and has expert witness experience. Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-49 4 HENNESSEY & HENNESSEY LLC A California Umited Liability Company Real Estate Appraisers 17602170 Street, Suite 102-246 • Tustin, California 92780.7915 (714) 730-0744 • fax (714) 730-0221 e -ma l: hhlkpcarr.com Sharon A. Hennessey, MAI, SRIWA, AI-GRS Certified General Real Estate Appmber MAI Designated Member of the Appraisal Institute Joseph A. Hennessey, SR/WA (1928-2016) AI-GRS Designated Member of the Appraisal Institute Senior Member, International Right of Way Association Senior Member, International Right of Way Association Qualifications of Sharon A. Hennessey, MAI, SR/WA, AI-GRS Experience 1984 to Hennessey & Hennessey LLC, Independent Fee Appraiser - Appraise vacant land, present commercial, industrial, residential, rights of way, and special purpose properties for governmental agencies, corporations, law firms, and private parties. License Certified General Real Estate Appraiser, State of California License No. AG 003323 Expert Witness Qualified as an expert witness in the Orange County Superior Court Professional MAI Designated Member of the Appraisal Institute, Certificate No. 11108 Affiliations AI-GRS Designated Member of the Appraisal Institute Senior Member of the International Right of Way Association, Registration Number 3975 President of Chapter 67 International Right of Way Association, 1990 International Director of Chapter 67, International Right of Way Association, 1991 Membership Chairman, International Right of Way Association, 1992 and 1993 Hospitality Chairman, Southern California Chapter Appraisal Institute, 1993 and 1994-1997 Co -Education Chairman, Southern California Chapter Appraisal Institute, 1998, 1999, 2000, 2001 Education Bachelor of Arts - University of California, Berkeley Partial List of Continuing Education: Appraisal Institute USPAP - 1986, 1993, 2000, 2004, 2006, 2008, Highest & Best Use and Market Analysis - 2012, 2010, 2014 1996 Business Practice and Ethics - 2011, 2015 Advanced Applications -1996 Federal and California Statutory and Regulatory The Appraisers Complete Review -1996 Law - 2015 Advanced Income Capitalization -1993 Review Theory - General - 2014 Report Writing and Valuation Analysis - Complex Litigation Case Studies- 2013 1989 Litigation Appraising: Specialized Topics and Case Studies in Real Estate Valuation - Applications - 2013 1988 The Appraiser as an Expert Witness - 2000, 2013 Capitalization Theory & Techniques, Valuation of Detrimental Conditions - 2011 Parts A and B -1987 Appraisal Curriculum Overview - 2010 Real Estate Appraisal Principles - 1985 Hotel/Motel Valuation -1997 Basic Valuation Procedures -1985 International Right of Way Association 403 Easement Valuation - 1990, 2013 101 Principles of Real Estate Acquisition - 104 Standards of Practice for the Right of Way 1989 Professional -2012 401 Appraisal of Partial Acquisitions - 103 Ethics and the Right of Way Profession -1992, 1988 2004, 2008 901 Interpreting Engineering Drawings - 206 Presentation Skills- 1992 1986 203 Communications in Real Estate Acquisition - 902 Property Descriptions -1986 1991 801 Land Titles - 1986 214 Skills of Expert Testimony -1990 Proposal for On -Call Right of Way Property Appraisal Services 5 RFP No. 18-082, City of Santa Ana 25J-50 Representative Clients - Partial Listing Attorneys and Law Firms Best Best & Krieger LLP Bowie, Arneson, Kadi & Dixon Dreyfuss, Ryan, Weifenbach Durst & Landeros Fullerton, Lemann, Schaefer & Dominick Jones & Mayer Kindel & Anderson Corporate Clients Associated Right of Way Services, Inc. Brother International California Property Specialists Inc. Continental Develop- ment Corp. Cutler & Associates DGA Consultants individual Clients Leo Beus Carl Brandstetter Candace Campbell Samuel B. Corliss, Jr. Thomas W. Cosgrove Harbor Pine Creek Homeowners Assoc. John Iloulian Public Entities County of Orange City of Anaheim City of Corona City of Costa Mesa City of Fullerton City of Garden Grove City of Glendale City of Huntington Beach City of Laguna Niguel City of Lake Forest City of Mission Viejo City of Ontario City of Pasadena City of Riverside City of Santa Ana Lillick, McHose & Charles Lozano Smith Meserve, Mumper & Hughes Marjorie Mize Le Gaye, Esq. Nichols, Stead, Boileau & Kostoff Oliver, Vose, Sandifer, Murphy & Lee Palmieri, Tyler, Wiener, Wilhelm & Waldron Diocese of Orange Hoag Foundation Hughes Aircraft Company Kaiser Foundation Health Plan, Inc. Metzger & Associates, Inc. NBS/Lowry Engineers Overland, Pacific & Cutler, LLC Genji Kawamura Kawamura Family Trust William E. Kibble Paul Kiely Sang Moon Kim James Kindel Jr. Dorothy E. Lamb Andrea Lombard City of Torrance City of Upland Charter Oak Unified School District Chino Unified School District Corona -Norco Unified School District Covina -Valley Unified School District Cucamonga School District Eastern Municipal Water District Fullerton joint Union High School District Magnolia School District Sharon A. Hennessey Qualifications page 2 Parker & Covert Redwine & Sherrill Richard L. Riemer, Law Offices of Rutan & Tucker Sheppard, Muller, Ricter & Hampton Wilson, Elser, Moskowitz, Edelman & Dicker Woodruff, Spradlin & Smart Overland Resources Pacific Bell (53C) Pacific Relocation Cons. Paragon Partners Poseidon Resources Psomas Robert Bein, William Frost & Associates Rita M. Loosemore Kim Vu Nguyen Steven H. Price Constance C. Quarre Jean L. Roane E.O. Rodeffer Larry L. Root Dwight C. Schroeder Orange Unified School District Pajaro Valley Unified School District Tustin Unified School District Walnut Valley Unified School District Mesa Consolidated Water District Murrieta County Water District Trabuco Canyon Water District California High -Speed Rail Authority Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-51 Rockwell International Sisters of the Sacred Heart Southern California Edison Tetra Tech, Inc. Universal Field Services Western Industrial Properties, Inc. Willdan Associates John P. Sheffield Yoram S. Shily Carl Stevens Katherine E. Thompson Tustin Village Community Association Charles E. Wheeler Ery Yoder Caltrans Eastern Transportation Corridor Orange County Transportation Authority Riverside Transit Agency Riverside County Flood Control and Water Conservation District Riverside County Transportation Commission San Bernardino County Transportation Commission QUALIFICATIONS OF SUSAN D. TAYLOR Experience Appraiser Analyst; 2009 -present Real Estate Consultant; 1993.1998 and 1999-2008 • Prepared appraisals, feasibility studies, due diligence analyses, and market studies for acquisitions, financing, development, marketing programs, asset evaluations, and litigation. • Appraised mixed-use commercial projects, office complexes, business parks, hotels and motels, retail centers, Industrial buildings, multi -family properties, auto dealerships and malls, service stations, day care centers, theaters, commuter rail stations, rail and utility corridors, residential subdivisions, acreage and land for development. • Underwrote commercial real estate loans and performed due diligence analyses for commercial mortgage backed securities. Property types evaluated include office and Industrial buildings, high-rise and limited -service hotels, luxury resorts and spas, convention centers, mixed-use properties, shopping centers, retail buildings, restaurants, theaters, senior housing, assisted living and skilled nursing facilities, self -storage centers, condominium conversions, student and multi -family housing, valueadded redevelopment projects, and historic building renovations. Special projects included complex appraisals, analyses and plans for regional transportation improvements, redevelopment and community facilities districts, repositioning of distressed real estate, sites with environmental contamination, properties with construction defects, and tax appeals. • ' Clients include institutional and private Investors, government agencies, lenders, property owners, developers, attorneys and appraisers. Vice President, VHB Associates, Costa Mesa, California; 1998-1999 • Directed the acquisition, bond financing, entitlements, planning and engineering of retail centers in urban redevelopment areas of Los Angeles for commercial real estate development company. Marketed and managed Las Vegas industrial projects. Project Manager, Telacu Carpenter, Irvine, California; 1992-1993 Directed disposition and management of $157 million RTC portfolio Including office, retail, industrial and apartment buildings throughout California. Project Manager, Emkay Development Company, Inc., Newport Beach, California; 1980-1989 • Developed and sold more than $200 million or raw land, finished lots and office, Industrial, and commercial properties. Education Bachelor of Business Administration, University of Wisconsin -Madison, Real Estate and Urban Land Economics Major Continuing education courses through USC, UCLA, and UCI Special Co-author of Real Estate Appraisal, a college level text Qualifications Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-52 QUALIFICATIONS OF JOSEPH S. MONTANO Project Mr. Montano has been involved in assisting in the appraisal of more than Experience 500 properties. His duties include property inspection, market data research, report writing, and report preparation. Hennessey & Hennessey LLC -1999 to present • Orange County Transportation Authority - Assisted in the appraisal of 10 partial takings for the 1-5 HOV Widening Project. The properties were commercial and residential land, a service station, and a fast food restaurant. • Orange County Transportation Authority - Assisted in the appraisal of 12 partial takings for the Lakeview Grade Separation Project. The properties included commercial, office, industrial, business park, and residential uses, and vacant land. • City of Anaheim - Assisted in the appraisal of 13 partial takings for the Katella Avenue Improvement Project. The properties included vacant land, industrial buildings, medical offices, a retail building, a service station, a full service restaurant, and a fast food restaurant. • City of Anaheim - Assisted in the appraisal of 16 remnant parcels of the Katella Smart Street Project. All properties were residential land. • City of Anaheim - Assisted in the appraisal of 23 full takings for the Brookhurst Street Widening and Improvement Project. All properties were single-family residences. • Riverside County Transportation Commission - Assisted In the appraisal reviews of 120 full and partial takings for the SR -91 Freeway Corridor Improvement Project. The properties were commercial, industrial, single- and multi-famlly residential uses, and open space, • City of Riverside - Assisted in the appraisal of 6 ownerships for the La Sierra SR -91 Interchange Project. The partial takings impacted 2 single- family residences and four commercial. parcels. • City of Santa Ana - Assisted in the appraisal of 18 full takings for road widening and street enhancement purposes. There were 5 commercial properties and 13 single-family residences. The commercial properties included a fast food restaurant, a convenience market, a restaurant, and office buildings. • City of Anaheim -Assisted in the appraisal of 16 partial takings for road widening and street enhancement. The properties included commercial, strip retail, medical office, and full-service and fast food restaurants uses. Education Rancho Santiago College, Orange, California General Education/Real Estate Studies Real Estate Principles and Real Estate Practice Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-53 Karen Herb ma i Ito:lca ren @d ocumental Ista rs.com (949)443.0171 (949) 240.7117 fax Document Specialist Graphics Support Technical Editor/Pre-Print Review I Document I All ,Stars Document All Stars is a UDBE [woman owned) certified with the California Unified Certification Program and a WOSB ceni0ed by the SBA Specialties - Expert knowledge of Microsoft Word/office, Adobe Acrobat, Adobe Creative Suite (InDesign, Illustrator, Photoshop), Adobe FrameMaker, and Corel WordPerfecUOffice. Technical editing, Including verifiation and consistency of facts, format compliance, corporate style guide specifications, readability, grammar, punctuation, and corporate voice; Chicago Manual of Style, APA Publication Manual, and GPO Style Manual. Experienced with International publishingspecificatIons and localization of documents prepared for publication In multiple countries—e.g., U.SJAustralra/England, U.SJlapan. Technical Publishing - Environmental Impact Reports and Related Planning Documents. Formatting, editin& technical review; Integrate subconsultant reports, edit for consistency of project details; verify exhibits, tables, and illustrations. Advanced use of MS Word styles and publishing features to automate section numbering, table of contents, lists of tables and exhibits, and cross-references to figures, tables, and °see also" sections. - Housing Element Updates to more than 30 General Plans in California. Formatting, editing, style guides, statistical tables, and graphics. Narrative Appraisal Reports for real estate consultants specializing In appraisals for public agencies and eminent domain. Formatting, editing, document -wide cross-references of project statistics, data tables, digital site photographs, scanned Images of public records and maps. Technical Research Publications for U.S. Department of Agriculture, Forest Service. Editorial assistance with readability, grammar, punctuation, style guidelines, and bibliographic references. Franchise Training Modules for U.S. division of home Improvement franchisor. Procedure descriptions integrated with how-to photographs. Fifteen management modules with ready -to -use forms In Word and PDF posted on the company's website for franchisees. Technical Operations Manual (650 pages) and six franchisee training manuals for European headquarters of home Improvement franchisor. Integrated materials from manufacturers In Italy and Installers In England. German version created from unformatted data submitted by translator. Adobe InDesign - Workbooks for 5 volumes of CD/audiotape series (5 volumes, 600+ pages) for non-native English speakers. Project required extensive use and understanding of IPA phonetics symbol sets. Originally created In Adobe FrameMaker and recently convened to Adobe InDesign. - Educational Materials (5,000+ pages) for international trainer and developer of children's success curriculum. Formats, templates, and visual elements for teacher manuals and student workbooks In MS Word and InDesign, marketing and training presentations in PowerPoint, and AutoPlay CD menus for retail sale. Documents convened for paper sizes and language localizations for publishing in the U.S., the U.K., and Australia. Dorumsnr 9494430171 - fax 949-240-7117- w .d went -all tar ora- mallto-karenadocuen mt-allatarscom * All Stan 30100 Town Center Drive, 40-349, Laguna Niguel, California 92677 Proposal for On -Call Right of Way Property Appraisal Services g RFP No. 18-082, City of Santa Ana 25J-54 Professional Qualifications GERI K, EASLEY, MAI, ISHC Experience 1992—Present Easley & Associates, Anaheim Hills, Principal Provide valuation, market feasibility and other consulting services In the acquisition, sale, portfolio management and development planningof investment real estate. Special expertise in hotel appraisals and consulting. Experience Includes expert witness testimony. 1990-1992 Real Estate Investment Counselors, Newport Beach Appraiser Provided a variety of real estate vahmdon and consulting services. 1988-1990 Landauer Associates, Inc., Santa Ana Assistant Vice President Provided it variety of mal estate valuation and consulting services. 1986-1988 Kenneth Leventhal & Company, San Francisco Senior Consultant Proposal for On -Call Right of Way Property Appraisal Services RFP No, 18-082, City of Santa Ana 25J-55 10 Provided awiderangeofrealestate consuldng services,includingmarket feasibility, studies, valuations and &ancW snalyses. 1983-1986 Laventhol & Horwath, San Francisco, Senior Consultant Provided appraisals and feasibllity, studies for hotels, restaurants, and resorts, 1982-1983 Radisson Hotel Corporation, Bloomington, MN, Hotel Assistant Manager 1981-1982 Holiday Inn International, Bloomington, MN, Front Office Manager Associations MAI, Member of the Appraisal Institute International Society of Hospitality Consultants 0SHC) Southern C211fornla Chapter of the Appraisal Institute California Hotel & Lodging Association Teaching Report Wilting, Standards of Professional Practice and Appraisal Procedures for the Southern California Chapter of the Appraisal Institute Femibllhryy9naly,lr f5e1he Ralph ##Yn&uhy for Golden Gate Univetsity,1967 Speeches "Overview of Hotel Appraisal', Presented to the Southern California Chapter of the Appraisal Institute, 2002 "Financial Analysis", Hotel/Motel Workshop, Presented to the Southern California Chapter of the Appraisal Insdmte,1998 "Operating Expense Analysis for Hotels", Presented to the Southern California Chapter of the Appraisal Institute, 1997 Certification Certified General Real Estate Appraiser, State of California Education Bachelor of Science, Hotel & Restaurant Management, Magna Cum Laude, University of Wisconsin, Stout Proposal for On -Call Right of Way Property Appraisal Services RFP No, 18-082, City of Santa Ana 25J-55 10 Project Organization Hennessey & Hennessey is a highly qualified real estate appraisal firm with the experience and technical skills to accomplish any given assignment. If awarded, the staff members anticipated to be assigned to the subject contract have experience in appraising all types of real property for public projects. Effective organization and management of the project team, Including subconsultants, over the entire duration of the project is key to accomplishing the Intended objectives. Accordingly, Hennessey & Hennessey proposes that the team be under the direction of a single project manager who will be directly responsible to the City of Santa Ana for execution of the City of Santa Ana's assignments. The project manager will have full management, scheduling, and financial responsibility for the project. In addition, the project manager will be responsible for ensuring that the City of Santa Ana's needs are met in a responsive and timely manner, that work efforts are fully coordinated, and that the work is performed at the highest technical level. Organizational Chart Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-56 11 d. Understanding of Need It is our understanding that the City needs qualified Right of Way Property Appraisal firms to provide property appraisal services for the City of Santa Ana Public Works projects. We believe the qualification needed is more than just having the technical knowledge and experience to complete the necessary appraisal services for full or partial acquisitions, fee or easement interests, or permanent or temporary rights. We believe the need and expectation for the City should be a firm that: Understands it is part of the process and part of an acquisition team; 2. Understands its appraisal reports are a tool for the acquisition of property rights for the City's public work projects; 3. Understands its reports have to be understood not only by the agent in the field, but the property owners who are fearful of the process impacting their lives and can have confidence that each detail has been considered in the valuation of their property; 4. Recognizes risks that could derail the acquisition process and notifies the Project Manager of issues in advance to get solutions before the appraisal is completed; and, 5. Does more than just following the appropriate guidelines and standards to meet project schedule deadlines. Hennessey & Hennessey is such a firm that has, for over 39 years, always understood the needs of cities and public agencies. Our Understanding of Need/Scope of Work that follows includes our approach and tasks necessary for successful completion of any assignment the City may have. Scope Understanding Typically, appraisers are. asked to provide valuations for one of several intended uses: preliminary appraisals for budgeting, acquisition appraisals for new sites (or expansion of existing sites) or road widening purposes, appraisal for disposition of surplus property, bond financing, and litigation to include eminent domain. The proposed work plan will differ somewhat depending on the intended use and the property type. In all cases, appraisal work will be performed under the requirements of the Uniform Standards of Professional Appraisal Practice (USPAP) and the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute, and appraisal criteria set forth by the City. Preliminary Appraisals In the preliminary appraisal process, no contact is made with property owners. All subject property inspections are completed from the public right of way. Building data is limited to public record data and other information obtained from market data providers. In some cases, it may be suitable to limit the valuation approaches to the single approach most relevant (Cost, Income Capitalization, or Sales Comparison). The scope of work for this intended use includes collection, confirmation, analysis, and reporting of data. Other general market data and conditions are studied. Consideration is given to each subject property's zoning, surrounding improvements, and neighborhood. Proposal for On -Call Right of Way Property Appraisal Services 12 RFP No. 18-082, City of Santa Ana 25J-57 Highest and best use is analyzed, both as vacant and as improved. The highest and best use analysis will assist the appraiser with determining which approaches to value are used. The three approaches to value and how they are applied are summarized as follows. • Collection and analysis of comparable land sales are done to form an opinion of the value of the underlying land using the Sales Comparison Approach. Cost and depreciation data are gathered from published sources and the marketplace. The land value and the depreciated costs new are added together to arrive at an indication of value in the Cost Approach. • Collection and analysis of rental data, income and expense information, and income indicators are done in conjunction with preparing an Income Capitalization Approach. • Collection of improved sales data is done in conjunction with preparation of the Sales Comparison Approach. The scope of a preliminary appraisal is limited; therefore, these reports are not to be used for the acquisition process, but are less costly and suitable for project budgeting and planning. Acquisition Appraisals In appraising property for acquisition, it is necessary to contact subject property owners and invite them to accompany appraisers on the property Inspection by sending them a Notice of Decision to Appraise (NDA) letter. Following preliminary research and the NDA notification process, the following activities take place. • Inspection of the subject property and the subject neighborhoods. During the inspections, an inventory of the property attributes gathered. • Identification and analysis of the market conditions relevant to the subject property type under appraisal. • Investigation of public records for the property's zoning and flood hazard area classification, as well as investigation of the property tax assessor's records for attributes of the property and project details and mapping, if applicable. • Consideration of the highest and best use, both as if vacant and as improved (if applicable). • Application of all relevant valuation methodologies. • Reconciliation of the approaches used into a single fair market value opinion. • Preparation of a written report. Partial acquisitions require an additional layer of analysis. Analysis of the project plans is critical to understanding the impact of the project on the remainder and to analyze the value of the remainder property. In some instances additional expertise is needed. This may include the assistance of an architect, a fixtures and equipment appraiser, or an arborist, to name a few. Partial acquisitions often create different problems that necessitate multiple experts. The real estate appraiser will meet with these types of experts, as needed, and include their work product in the real estate appraisal process when it is appropriate to do so. Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-58 13 Disposition of Surplus Property Appraisals Appraisals completed for disposition of surplus property owned by the City follow the same fundamentals as do other intended uses. All salient approaches to value are applied and reconciled into a single value opinion. In furthering the highest and best use analysis, market analysis focuses on supply and demand, possible reuse of existing improvements, possible zoning change, and overall market conditions. Lltigatlon/Eminent Domain Appraisal The appraiser and the City's legal counsel will work closely in these matters. In these cases, the work plan includes significant preparation, study, and meeting time. Litigation appraisal work is undertaken hourly and performed by the principal appraiser with assistance from staff, as needed. e. Relevant Project Experience City of Anaheim Lincoln Avenue Widening Project (East Street to Evergreen Street). Appraised 13 partial acquisitions consisting of single-family, multi -family, commercial, and school sites. Year completed: currently in progress. Client: City of Anaheim; Rudy Emami, Public Works Director; phone: (714) 765-4311. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, AI-GRS; Susan D. Taylor; and Joseph S. Montano State College Boulevard and La Palma Ave Intersection Improvement Project. Appraised 6 partial acquisitions of commercial properties as required by the project. Year completed: 2017. Client: City of Anaheim; Rudy Emami, Public Works Director; phone: (714) 765-4311. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, AI-GRS; Susan D. Taylor; and Joseph S. Montano South Street Sidewalk Gap Closure Project, Appraised 4 partial acquisitions of 3 industrial properties and 1 residential triplex as required by the project. Year completed: 2016. Client: City of Anaheim; Rudy Emami, Public Works Director; phone: (714) 765-4311. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, AI-GRS; Susan D. Taylor; and Joseph S. Montano Brookhurst Street Widening Project. Appraised 18 single-family residences and 5 commercial properties as required by the project. Year completed: 2015. Client: City of Anaheim; Rudy Emami, Public Works Director; phone: (714) 765-4311. Key Personnel: Sharon A. Hennessey, MAI, SRANA, AI-GRS; Susan D. Taylor; and Joseph S. Montano Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-59 14 Katella Smart Street Remnants. Appraised 12 residential land parcels for potential disposition as excess land. Year completed: 2014. Client: City of Anaheim; Rudy Emami, Public Works Director; phone: (714) 765-4311. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, AI-GRS; Susan D. Taylor; and Joseph S. Montano Orange County Transportation Authority (OCTA) 1510-1520 W. Lincoln Avenue, Anaheim. Appraised commercial land for decision-making purposes. Year completed: 2018. Client: OCTA; William Mock, Project Manager; phone: (714) 560-5758 Key Personnel: Sharon A. Hennessey, MAI, SR/WA, AI-GRS; Susan D. Taylor; and Joseph S. Montano Placentia Avenue Grade Separation Excess Land. Appraised 3 commercial land parcels for potential disposition as excess land. Year completed: 2018. Client: OCTA; William Mock, Project Manager; phone: (714) 560-5758. Key Personnel: Sharon A. Hennessey, MAI, SRANA, AI-GRS; Susan D. Taylor; and Joseph S. Montano Avenida Pico, San Clemente, 1.5 HOV Widening. Appraised 10 properties, including a post office, service stations, a fast food restaurant, 2 churches, a duplex, and residential land for road widening purposes. Year completed: 2014. Client: OCTA; Delia Ramirez, Project Manager; phone: (714) 560-5492. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, AI-GRS; Susan D. Taylor; and Joseph S. Montano Redlands Passenger Ra11 Project. Reviewed ±40 appraisals to determine their accuracy and compliance with state and federal guidelines. Year completed: currently in progress. Client: HDR, Jodi Griffel, Project Manager; phone: (951) 320-7300. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, AI-GRS; Susan D. Taylor; and Joseph S. Montano Riverside County Transportation Commission (ROTC) 1-215 - Placentia Avenue Interchange Project. Reviewed 6 appraisals to determine their accuracy and compliance with state and federal guidelines. Year completed: currently in progress. Client: RCTC, Gina Gallagher, Project Manager; phone: (951) 787-7968. Key Personnel: Sharon A. Hennessey, MAI, SRA/VA, AI-GRS; Susan D. Taylor; and Joseph S. Montano Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-60 15 SR -91 Corridor Improvement Project. Appraised or reviewed appraisals prepared by other firms for more than 120 properties. The appraisals included full and partial acquisitions of single- and multi -family residences, railroad and flood control corridors, industrial office and commercial buildings, service stations, and vacant land. Year completed: 2014. Client: RCTC, Gina Gallagher, Project Manager; phone: (951) 787-7968. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, AI-GRS; Susan D. Taylor; and Joseph S. Montano Overland, Pacific & Cutter LLC 1-10 Improvement Project. There are a total of 153 appraisals to review to determine their accuracy and compliance with state and federal guidelines. Our firm has reviewed 60 appraisals to date. Year completed: currently in progress. Client: Overland, Pacific & Cutler LLC, Ramie Dawit, Project Manager; phone: (951) 683-2353. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, AI-GRS; Susan D. Taylor; and Joseph S. Montano 1-405 Improvement Project. Reviewed more than 300 appraisals to determine their accuracy and compliance with state and federal guidelines. Year completed: currently in progress. Client: Overland, Pacific & Cutler LLC, Daniela Borbe, Project Manager; phone: (949) 951-5263. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, AI-GRS; Susan D. Taylor; and Joseph S. Montano 1-215 Barton Road Interchange Improvement Project. Reviewed 40 appraisals to determine their accuracy and compliance with state and federal guidelines. Year completed: 2015. Client: Overland, Pacific & Cutler LLC, Janet Parks, Project Manager; phone: (951) 683-2353. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, AI-GRS; Susan D. Taylor; and Joseph S. Montano 1.1511.215 Devore Junction/Goods Movement Improvement Project. Reviewed 62 appraisals prepared by other firms to determine their accuracy and compliance with state and federal guidelines. The property types included the following: open space, horse stables, residential, industrial, commercial, and railroad and flood control corridors. Year completed: 2014. Client: Overland, Pacific & Cutler LLC, Min Saysay, Project Manager; phone: (949) 951-5263. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, AI-GRS; Susan D. Taylor; and Joseph S. Montano Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-61 16 f. References City of Anaheim Mr. Rudy Emami Public Works Director Public Works Department P.O. Box 3222 Anaheim, CA 92803 (714) 765-4311 Project function: Project Manager Riverside County Transportation Commission Ms. Gina Gallagher Project Manager P.O. Box 12008 Riverside, CA 92502 (951)787-7141 Project function: Project Manager Orange County Transportation Authority Mr. William Mock Project Manager P.O. Box 14184 Orange, CA 92863 (714)560-5758 Project function: Project Manager Overland, Pacific & Cutler LLC Daniela Borbe Regional Manager OC/SD 1 Jenner, Suite 200 Irvine, CA 92618 (949) 268-5707 Project function: Project Manager Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-62 17 2. Scope of Services and Schedule Outline of Activities of the Approach to Scope of Work a. Define the appraisal problem, which includes identifying the real estate and real property rights to be valued, the date of value, the date of the report, the intended uses and users of the appraisal, the definition of fair market value, and other assumptions and limiting conditions. b. Send by mail, in compliance with the statutory requirement, a letter to each parcel owner offering the opportunity to accompany the appraiser during a property inspection. This notice and all contacts with the property owner will be recorded in a parcel diary. c. For partial acquisition assignments, contact the City of Santa Ana's representative to request that surveyors stake or mark the right of way lines on the subject properties for clarity. d. Conduct on-site Inspections of the subject properties. Photograph, measure, and itemize the improvements. For partial acquisitions, itemize the improvements within the part taken. e. Conduct a field investigation of the subject properties' environs, including gathering data on the region, city, and neighborhood from governmental agencies, real estate agencies, city historical documents, planning and zoning documents from the appropriate city, information from county and city taxing authorities, and other published sources. The subject data is gathered in order to analyze the pertinent trends and constraints that could affect the value of the properties. f. Analyze the highest and best use of each of the subject properties as though vacant and available for development and as improved as defined in the appraisal. g. Search for and analyze relevant, comparable data from the County Assessor's records, the appropriate city's Planning Department, and other data sources, including buyers, sellers, and brokers. h. Use the above information in the application of the three approaches to value: Cost Approach, Sales Comparison Approach, and Income Capitalization Approach, as applicable. I. Estimate and analyze the fair market value of full acquisitions and partial acquisitions. In regard to partial acquisitions, specifically analyze the parts to be taken and any damage and/or benefits that may accrue to the remainders by reason of the takes and the construction of the project in the manner proposed. J. Thoroughly review any specialty appraisals such as fixtures and equipment and/or business goodwill valuations and analyze the values of these items as they relate to the total value of the properties for inclusion in the overall fair market valuation, when requested. k. Prepare a narrative report in conformance with the Uniform Standards of Professional Appraisal Practice (USPAP), the Caltrans Right of Way Manual - Chapter 7, Appraisals (when applicable), State and Federal Uniform Relocation Assistance and Real Property Acquisition Policies Acts, applicable eminent domain law, state -approved appraisal Proposal for On -Call Right of Way Property Appraisal Services 18 RFP No. 18-082, City of Santa Ana 25J-63 requirements, and in some cases Uniform Appraisal Standards for Federal Land Acquisitions. I. Provide one draft appraisal report to the review appraiser, if required. Upon approval of the draft report, provide one original of the final appraisal report and one electronic copy to the City of Santa Ana. All of the above activities in the Approach to Scope of Work will be performed by Sharon A. Hennessey, Susan D. Taylor, or Joseph S. Montano. Subcontractors will be utilized as necessary. Schedule for Completing Tasks The schedule for completing tasks will be determined by the requirements of the City of Santa Ana. In general, appraisal assignments will be completed in four to eight weeks, depending upon the complexity of the assignment. Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-64 19 3. Fee Proposal Our fee proposal is submitted separately. Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-65 20 4. Certifications Appendix ATTACHMENT 3-1: NON COIJ USION AFFIDAVIT CERTIFICATIONS VM QUUSIONAFFIDAVIT (Title 23 United States Code Section 112 end Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of or on behalf 4 any undisclosed person, parmerablA Company, associadon, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or Indirectly Induced or solicited my 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 my advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements Contained in the bid we we; and, further, that the BIDDER has not, directly or Indirectly, submitted his or her bid prim or any breakdown tbereof, or the eordams thveof, or divulged Information or data relative thereto, a paid, and will not pay, my fee to any corporation, partnership, compm y association, organization, bid depository, or m my membcr or agent thereof to effectuate a Collusive or sham bid. Note: The above Non -collusion Affidavit Is part of the Proposal. Signing this Proposal on the signature Portion thereof shell also constitute Signature of this Noncolluslon Affidavit BIDDERS are cautioned that makir 4. lse eartificadlon may spbjeot the certifier to criminal prosecution, Signed State of California County of Subscribed and swam to (or affhmed) before me on thisday of . 20_,, by before me. proved m me on the basis of satisfactory evidence to be the person(s) who appeared Cj.2� 711 "'�G/tfr YlLy"� Notary Public Signature Notary Public Seal City ofS rata Ma RFP Pogo A3 -t Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-66 21 All-purpose Acknowledgment California only 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 o! 0g/IN6'P On /o s beforeme, -%viEa n. HRRr10. JIla rnttor N p L4rc r «1 .therelnsertname and title oPthe officer), personalty appeared SlhtRo.J ,v 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 hisl her/their authorized apaclrylies), and that by his/her/thelr stgnature(s) on the Instrument the pencn(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, WITNESS my hand _--and-official seal. Signature For�Atta,6he'dlyDocument escdptlon of Type or Title of Document /V0A'— cocr-vsro,v AerC,1+',r Document Date �Iltxxlllgptxxxxxtlttllxttl� S v �A�t owwM �'�°seottan Snntiixn ns�ini�n� tnv Number of Pages 2 NOW/Seal Slgner(s) Other Than Named Above J-'oivE 1111111111111111011111111111111 Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-67 22 •` ; , s . . �CER'CIF'�1C:�i'1�I�1FS �:- .r:. The prospective participant certifies, by slgning and submitting this bid or proposal, to the best of his or her knowledge and bene$ that: I. No federal appropriated funds have been paid a will bepald, by oron behalf of the undersigned, to any personfor influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee ofaMember of Congress in connecdonwlththe awarding of any federal contact, the making of anyfedeml grant, the making of any federal loan, the entering into of any cooperative agreement and the wdemion, amninuadon, renewal, amendmem, or modification of any federal contact, grant, loan, or cooperative agreement. 2. Ifaay funds other than federal appropriated fiords have been paid or will be paid to am person for Influeacivgor attempting to Influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of Member ofCongr ss In comrectlonwith this federal contract, grant loan, loan or cooperative agreement, the undemigned shall complete and submit a "Disclosure of Lobbying Activities". This unification is amaterial representation of feet upon which reliance was placed when this transaction was made or entered into. Submission oftbis certification is a prerequisite for maldog or entering Into this transaction imposed by Section1352,T111o31, U.S.Code. Any person who fails to file the required certification shall be subject to a oivil penalty of not less than$10,000 andnot mom than 5100,000 for eachsuch failure. The prospective participant also agrees by submitting his or her bid or proposal thathe or she shall require thatthe language ofthis certification be included in all lower tier subcommets, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly, Firm Signa Tine Date CRY of Santa Ana RFP Page A3.2 Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-68 23 Appendix ATTACEMENT 3-3: NON-DISCRDMATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, cor1ifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin, The Consultant shall take affinuadve action to ensure that applicants me employed, and that employees are treated during employment without, regard to their race, color, religion, sex, ornational origin. Such action shall include, but not be limited to, the following: employment, upgmding, demotion, or transfer, recruitment or recruitment advertising layoff or tomrination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant 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 Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regardto race, color, religion, sox, or national origin. 3.. the Consultant shall send to each labor radon 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 Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and ofthe rules, regulations, and relevant orders ofthe Secretary of Labor. 5. 'Me Consultant shall famish all information and reports required by Executive Order 11246 of September 24, 1965, and by piles, 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, mrd orders. 6, In the event of fire Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may he canceled, terminated, or suspended in whole or in part mrd the Consultant 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 ofthe Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of pamgmphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ma RFP Page A33 Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-69 24 by rules, regulations, or orders nfthe Secretary of Labor issued pursuant to Section 204 ofBxecmive Order 11246 of September 24, 1965, so that such provisions will be binding upon r,ch 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 Consultant becomes involved In, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United states enter Into such litigation to protect the interests of the United States. S. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: City of Santa Ana RFP PagoA9.4 Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-70 25 EXHIBIT B Proposal for RFP No. 18-082 On -Call Right of Way Property Appraisal Services City of Santa -Ana Attn: Mr. Kenny Nguyen Public Works Agency 20 Civic Center Plaza Santa Ana, California 92702 October 8, 2018 Original 25J-71 Fee Proposal Fee Proposal Hourly Fee Schedule Employee/Subcontractor Services and Hourly Rate Schedule Name Job Title/ Classification Job Function Fully Burdened Hourly Rate* Sharon A. Hennessey Senior appraiser Real estate appraisal $265 Court testimony $350 Susan D. Taylor Associate Appraisal assistant $130 Joseph S. Montano Associate Appraisal assistant $100 Subconsultants Document All Stars Project support Document preparation $75 Geri Easley Senior appraiser Real estate appraisal $265 Court testimony $350 2. Table Outlining Tasks and Team Efforts Hennessey & Hennessey utilizes its permanent staff and selected subcontractors on an as -needed basis to ensure that adequate labor resources are available to complete all contract task orders on a timely basis. The following table illustrates a typical labor -hour allocation for a hypothetical assignment, the full take of a commercially improved property. Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-72 Hours to Complete Tasks Sharon A. Joseph S. Susan D. Document Task Hennessey Montano Taylor All Stars Gather Information on subject (e.g., physical — 1.00 — — characteristics, zoning, general plan, taxes, flood zone) Inspect subject neighborhood 0.50 0.50 — — Inspect and photograph subject property 1.50 1.50 — Conduct comparable sales search — 6.00 — Conduct rental survey — 4.00 — View comparable sales and rentals in field 6.00 6.00 — — Verify sales — — 3.00 — Analyze valuation and write report 12.00 2.00 — Type and prepare report — 4.00 Prepare exhibits — 2.00 — — Review, edit, refine document 2.00 — 3.00 — Prepare final document — 1.00 1.00 Total 22.00 18.00 12.00 5.00 Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-72 3. Project Fee Schedule Process for Completing Appraisal Assignment for Addresses a. Define the appraisal problem, which includes identifying the real estate and real property rights to be valued, the date of value, the date of the report, the intended uses and users of the appraisal, the definition of fair market value, and other assumptions and limiting conditions. b. Send by mail, in compliance with the statutory requirement, a letter to each property owner offering the opportunity to accompany the appraiser during a property inspection. This notice and all contacts with the property owner will be recorded in a parcel diary. c. For the partial acquisition assignments, contact the City of Santa Ana's representative to request that surveyors stake or mark the right of way lines on the subject properties for clarity, prior to the inspection. d. Conduct the on-site inspections of the subject properties. Photograph, measure, and Itemize the improvements. For the partial acquisition, itemize the improvements within the part taken. e. Conduct a field investigation of the subject properties' environs, including gathering data on the region, city, and neighborhood from governmental agencies, real estate agencies, city historical documents, planning and zoning documents from the appropriate city, information from county and city taxing authorities, and other published sources. The subject data is gathered in order to analyze the pertinent trends and constraints that could affect the value of the properties. f. Analyze the highest and best use of each of the subject properties as though vacant and available for development and as improved (if appraised as improved) as defined in the appraisal. g. Search for and analyze relevant, comparable data. Confirm factual information regarding each sale with the County Assessor's records, the appropriate city's Planning Department, and other data sources. Confirm the sale with buyers, sellers, or brokers,. when possible. h. Use the above information in the application of the approach to value. In the case of the single-family residence, the Sales Comparison Approach will be used. For the partial taking, the Sales Comparison Approach would be used to appraise the underlying land. A Modified Cost Approach is used to value the site improvements. I. Estimate and analyze the fair market value of the full acquisition and the partial acquisition. For the partial acquisition, specifically analyze the parts to be taken and any damage and/or benefits that may accrue to the remainders by reason of the takes and the construction of the project In the manner proposed. j. Prepare an Appraisal Report In conformance with the Uniform Standards of Professional Appraisal Practice (USPAP), the Caltrans Right of Way Manual - Chapter 7, Appraisals (when applicable), State and Federal Uniform Relocation Assistance and Real Property Acquisition Policies Acts, applicable eminent domain law, state -approved appraisal requirements, and in some cases Uniform Appraisal Standards for Federal Land Acquisitions, k. Provide one draft appraisal report to the review appraiser, if required. Upon approval of the draft report, provide one original of the final appraisal report and one electronic copy Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-73 to the City of Santa Ana. Prepare the Appraisal Summary Statement to accompany the City's offer package. All of the above activities in the Approach to Scope of Work will be performed by Sharon A. Hennessey, Susan D. Taylor, or Joseph S. Montano. Subcontractors will be utilized as necessary. The fee for appraising the sample properties is as follows: 1224 E. Warner Avenue $4,500 This fee assumes that only the underlying land and site improvements are to be appraised. No mitigation/cost-co-cure measures are required. No severance damages. 2246 S. Evergreen Street $2,850 Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082, City of Santa Ana 25J-74 AGREEMENT TO PROVIDE ON-CALL RIGHT-OF-WAY PROPERTY APPRAISAL SERVICES THIS AGREEMENT is made and entered into on this 18th day of December, 2018 by and between Ellis Group, Inc. dba-IntegraRealty Resources — Los Angeles ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On September 17, 2018, the City issued Request for Proposal No. 18-082 ("RFP") by which it sought consultants to provide on-call right-of-way property appraisal services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 18-082. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on-call basis, and at the sole discretion of the City, Consultant shall perform the services described in the scope of work that was included in RFP No. 18-082 and as more specifically delineated in Consultant's proposal, which is attached as Exhibit A and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of two consultants selected to provide right-of-way appraisal services on an on-call basis under RFP No. 18-082. The total compensation for services provided by all consultants selected under RFP No. 18- 082 shall not exceed a combined amount of $400,000 during the term of this Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Page 1 of 8 0J 5 3. TERM This Agreement shall commence on the date first written above and tenninate on December 17, 2021', unless terminated earlier in accordance with Section 16 below. The term of this Agreement may be extended for two 1 -year periods upon a writing executed by the City Manager and the City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on `public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 8 25J-76 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single Emit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d, If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. Page 3 of S 25J-77 If Consultant 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 forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement, The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal orproperty rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the -extent Consultant's services. are subject to Civil Code Section 2782.8, the above indemnity shall be 1united, 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 Consultant. 9. INTELLECTUAL PROPERTY INDEMNMCATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Page 4 of 8 25J-78 Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement 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 is not embodied herein. Page 5 of 8 25J-79 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the Cityupon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 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 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 Page 6 of 8 25J-80 cause for termination of this Agreement. 20. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City.. Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 To Consultant: Integra Realty Resources — Los Angeles 16030 Ventura Boulevard, Suite 620 Encino, CA 91436 Attn: Beth B. Finestone, Managing Director 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. Page 7 of 8 25J-81 21. 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 APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: wv'q� John 61.Funk Assistant City Attorney FOR APPROVAL: Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency Raul Godinez II City Manager CONSULTANT: By: Title: Page 8 of 8 25J-82 EXHIBIT A Integra Realty Resources Los Angeles Response to RFP No. 18-082 On -Call Right of Way Property Appraisal Services In the City of Santa Ana TECHNICAL PROPOSAL Prepared for: City of Santa Ana Attn: Kenny Nguyen Public Works Agency 20 Civic Center Plaza, M36, Ross Annex Santa Ana, CA 92701 October 4, 2018 irr. -: Integra Really Resources 16030 Ventura Boulevard T 818.290.5400 Los Angeles Suite 620 F 818.290.5401 Encino, CA 91436-4473 mwi.in.com October 4, 2018 City of Santa Ana Attn: Kenny Nguyen Public Works Agency Lleirr20 Civic Center Plaza, M36, Ross Annex Santa Ana, CA 92701 SUBJECT: Response to RFP No. 18-082 for On -Call Right of Way Property Appraisal Services in the City of Santa Ana Dear Mr. Nguyen: Integra Realty Resources — Los Angeles (IRR -Los Angeles) is pleased to respond to your Request for Proposal (RFP) No. 18-082 (dated September 17, 2018) to provide On -Call Right of Way Property Appraisal Services In the City of Santa Ana (City). This proposal Is submitted to comply with the submission deadline of no later than 4:00 p.m. on Monday, October 8, 2018. The legal name of the firm is Ellis Group, Inc. dba Integra Realty Resources— Los Angeles. The contract should be addressed to the dba Integra Realty Resources — Los Angeles at 16030 Ventura Boulevard, Suite 620, Encino, CA 91436-4473. The firm's phone number Is (818) 290-5400. Ellis Group, Inc. (dba Integra Realty Resources — Los Angeles) is an S -corporation, California corporate number C1979969, in good standing. The firm was incorporated March 6,1997. Note that both Beth B. Finestone, MAI, AI-GRS, FRICS, CRE (bfinestone o(�irr.com), Managing Director, and John G. Ellis, MAI, CRE, FRICS (iellisft-irr.com), Senior Managing Director, are principals of the firm authorized to sign documents on behalf of IRR -Los Angeles. However, Ms. Finestone will be the City's contact for contractual matters. IRR -Los Angeles concurs with any and all provisions as contained in the Agreement attached to the RFP as Attachment 2 in the Appendix. Thank you for the opportunity to submit our qualifications to provide professional appraisal services to the City. If you have any questions or comments, please do not hesitate to contact me at (818) 290-5455. Sincerely, Integra Realty Resources — Los Angeles bjk_�J� Beth B. Finestone, MAI, AI-GRS, FRICS, CRE Managing Director BBF/mt 25J-84 Response to RFP No. 18-082 for On -Call Right of Way Property Appraisal Services i Firm and Team Experience Integra Realty Resources — Los Angeles specializes in completing appraisal assignments for public agencies and for litigation purposes. We have significant experience in eminent domain appraisals with a specialty in appraisals for transportation projects (right of way). The work we do for public agencies Involves full and partial acquisition appraisals, disposition appraisals, appraisals of land for mitigation purposes, and appraisals for bond financing. We also do consulting and appraisals relating to reuse studies. All senior professional staff members at IRR -Los Angeles are current In their continuing education requirements in their status as certified general appraisers in the State of California. Accordingly, they are sufficiently familiar with the requirements of the Uniform Standards of Professional Appraisal Practice (USPAP) and especially with Standards Rules 1 and 2 that apply to the development of real property appraisals and the preparation of real property appraisal reports. The requirements of all applicable regulations are reviewed on a regular (and not less than annual) basis to assure our current knowledge of these requirements and the full compliance of our appraisal development and reporting. We also review the Caltrans Right of Way Manual, Uniform Standards for Federal Land Acquisitions, and the California Code of Civil Procedure regularly as a significant portion of our work is written to these standards. All of our work conforms to best business practices as generally recognized by other market participants, including other government agencies. Overall administration for services provided to the City will be coordinated by Beth B. Finestone, MAI, AI- GRS, FRICS, CRE. She will also have direct and personal Involvement in the completion of the appraisals and in the communication of the results of these appraisals to the staff or other designated representatives of the City. John G. Ellis, MAI, CRE, FRICS, Robert M. Lea, MAI, and Adam M. Bogorad, MAI, also qualify as project managers for any work for the City. Iahn G. EI11SAW.[Xt.M5 Bah B. Blnestane, Alm,:d GBS, (RIGS. CBE I I Rabat M. lea. MM Srnrar M1fanop%np p%rcRRr M1famginq pircaor 04[Ror Y4114m1arsen. N/WA AdanMBaBvrad.M1W pl2cror pinRRr R,an/.paEElns PaSeon<o%art[ SnOAGpnao4rAMpdotan r Srniorgn.aryst Srnior.Awhisan laSardo-ciniegam.prtdi Beth B. Finestone, MAI, AAGRS, FRICS, CRE, Managing Director, is in line to become chapter president for the Southern California Chapter of the Appraisal Institute (SCCAI), the largest chapter in the United States. She also holds the AI-GRS (review appraiser) designation of the Appraisal Institute. In addition, she is a fellow of the Royal Institution of Chartered Surveyors (RICS). She is also a member of the Counselors of Real Estate (CRE) and of the International Right of Way Association (IRWA). She is a certified Yellow Book (Uniform Appraisal Standards for Federal Land Acquisitions) appraiser. Ms. Finestone specializes in the appraisal of property for public agencies. This work includes acquisition and disposition appraisals as well as rent studies, ground lease analyses, and right-of-way appraisals (both full and partial acquisition appraisals). Ms. Finestone has also been active In valuing land for conservation and mitigation purposes and has been awarded on call appraisal contracts with many public agencies in Los Angeles, Orange and Riverside Counties. 25J-85 Response to RFP No. 18-082 for On -Call Right of Way Property Appraisal Services 2 Ms. Finestone is also an experienced review appraiser. She has reviewed large numbers of appraisals for OCTA, LAUSD, the cities of Ontario and Riverside, and Los Angeles County Metropolitan Transportation Authority (LACMTA). John G. Ellis, MAI, CRE, FRICS, Senior Managing Director, has served as past president of the SCCAI, has served as an elected member of the SCCAI Board of Directors for five years, has served on various volunteer committees for the Appraisal Institute (at the local, regional, and national levels) for more than 20 years, and is a nationally approved Instructor for the Appraisal Institute. In November 2013 he was honored as a Volunteer of Distinction by the local chapter. Four times he has chaired the SCCAI's Annual Litigation Seminar conducted for the benefit of Southern California's legal and appraisal communities. Mr. Ellis is also a member of the CRE and the IRWA and a fellow of RICS. He is Yellow Book certified, having successfully completed the accredited course the Uniform Appraisal Standards for Federal Land Acquisitions. As senior managing director of the firm, he is Involved in completing valuation and consulting assignments, overseeing the work and the mentoring of some of the junior staff members. He has significant experience in the coordination and management of multiproperty assignments. Robert M. Lea, MAI, Director, has been working in the field of real estate appraisal, analysis, and consulting for many years. His work covers a broad range of appraisal and consulting assignments, litigation support, and expert testimony. He has taught, published and lectured in the appraisal field. Mr. Lea founded Lea Associates in 1976 and operated the firm until recently. Mr. Lea joined IRR -Los Angeles in December 2017 and brings a wealth of experience. He serves law firms, public agencies, corporate clients, lenders, and developers. Mr. Lea has had the opportunity to work in financial appraisal, consulting, and eminent domain valuation and testimony since the beginning of his career and has appraised hundreds of properties in city center redevelopment projects as well as full and partial takings for right-of-way assignments which range from street widenings to freeway acquisitions to subterranean tunnel easements for subways. Mr. Lea frequently is retained in arbitration proceedings either as an appraiser or arbitrator. This provides Mr. Lea with the experience and qualifications to instruct real estate appraisers and to provide a special focus on market analysis, appraisal procedures, valuation, and reporting. Adam M. Bogorad, MAI, Director, has worked in real estate since 2002 and has been a licensed real estate appraiser since 2005. Mr. Bogorad has been engaged in assignments covering a wide array of property types for both public and private sector clients and has been designated as a real estate expert witness in the Superior Court of California. With specific respect to land valuation matters, Mr. Bogorad has successfully completed assignments all over Southern and Central California for clients such as OCTA, Caltrans, Southern California Edison Company (SCE), California High -Speed Rail Authority (CHSRA), numerous government agencies and public -school districts, McDonald's USA, and a number of law firms. Mr. Bogorad also has extensive experience with matters of eminent domain. He has presented, as an instructor, courses related to various aspects of real estate analysis. The qualifications of the appraisers who will potentially be assigned to do the work are detailed in the Professional Qualifications section of this proposal. Representation in Court Proceedings Mr. Ellis, Ms. Finestone, Mr. Lea, and Mr. Bogorad have appeared as expert witnesses in multiple courts throughout California. Mr. Ellis and Mr. Lea specialize in appraising for litigation purposes and are in high demand as an expert witness and arbitrator (Mr. Ellis). Summaries of court experience will be provided upon request. The following table illustrates the availability of key personnel to provide work for the City of Santa Ana. Please note that we have the ability to allocate a greater percentage of our manpower, if necessary, to complete a large group of appraisals for a given project or projects. We have this ability due to the depth and size of our staff. We have included only senior members of our team in the table which follows. Once a project is in full swing, we would allocate 100 percent of the resources of the required key personnel. 25J-86 Response to RFP No. 18-082 for On -Call Right of Way Property Appraisal Services 3 Name, Title % Name, Ti0e % Beth B. Finestone, MAI, AI-GRS, FRICS, CRE, Managing Director 20 Ryan J. Dobbins, Associate Director 30 John G. Ellis, MAI, CRE, FRICS, Senior Managing Director 10 Jerardo Arciniega, Senior Analyst 30 Robert M. Lea, MAI, Director 10 Susan O. Gordon, Senior Analyst 20 Adam M. Bogorad, MAI, Director 30 Aaron S. You, Senior Analyst 40 William Larsen, SRNVA, Director 40 Thomas G. Richardson. Senior Analvst 40 Understanding of Need/Scope of Services and Schedule Each right of way project varies in terms of the timing that appraisers are brought into the project. in recent years, design build projects have become much more popular. A design build project involves much more communication with the client on a regular frequency than a project that has been fully designed prior to appraisals being ordered. This results in part from the fluidity of the project, questions about design that are integral to the appraisal process and assumptions that may be required when projects are earlier in the design process. Prior to bidding on an assignment, Beth Finestone would discuss the individual project with the appropriate representative of the City to make sure we have an understanding of the general impact the project may have on the individual property(s) to be appraised. If possible, this would include a preliminary review of project maps (right-of-way maps) and aerial photographs. This will enable Ms. Finestone to provide an appropriate fee quote to the City that can result in the greatest economies of scale. For example, if it can be ascertained that an Individual property or properties can be valued as land only, as the required acquisitions are minor and no severance damages are anticipated, then a lower fee can be quoted versus automatically assuming a full before and after analysis, as improved, must be undertaken. In terms of the processes for workflow management, IRR -Los Angeles has business processes in place to perform the scope of services as set forth in the City's RFP. The firm operates a well -organized project management system that streamlines the workflow, freeing up our analysts to concentrate a very high percentage of their time on doing analysis rather than administrative tasks. As soon as a project (may Include multiple appraisals for a large project) is awarded, each individual appraisal assignment is assigned to a senior appraiser and is given a job number, posted on an Excel Master Tracking Spreadsheet (EMTS) that Is updated daily as milestones on each individual assignment are reached. This EMTS is maintained and updated daily through the assignment's completion. Every process has a column on the EMTS, so that at a glance, the precise status of each appraisal can be known at any moment in time. In this manner, IRR -Los Angeles is able to coordinate a large number of appraisals related to any given Project. The EMTS is tailored to the individual assignment and the reporting needs of the client. Items that are typically tracked Include property Identification number, APN, physical address, property owner contact information, date notice of Intent to appraise letter is received, date owner notification letter sent, status of return receipt (all owner notification letters are sent certified mail, return receipt requested), date of inspection, ongoing summary of owner contact (parcel diary), comments (summarize missing Information or items that require resolution), date draft report Is anticipated to be delivered, actual date draft report is delivered, date review comments are received, date review comments are responded to, date of final report delivery. If a larger multiproperty assignment is awarded, we would like to set a meeting with the project manager at the City to discuss the project and to glean any information available as to property owner concerns and project impacts. We have found that sitting with the client at the onset of a larger multiproperty assignment and going over the individual properties and reviewing maps together can result in tremendous time savings down the road. In the case of an individual property award, this can often be handled over the phone. Next, contact is made with the property owner or their designated representative (owner notification letter) giving them the opportunity to accompany the appraiser on the inspection of the property and provide all Information they feel is important. The senior appraiser remains directly involved in all aspects of the 25J-87 Response to RFP No. 18-082 for On -Call Right of Way PropertyAppralsal Services 4 inspection, analysis, and appraisal completion. Limited amounts of research assistance may be provided by less senior appraisal staff, under the direct guidance and supervision of the project's senior appraiser. All assignments are reviewed by one of the firm's MAls, who will also sign the appraisal report and take full responsibility for its content. Upon final review, the report is delivered to the client. If requested, a draft of the report will be submitted for review prior to finalization. Appraisal assignments are completed with the use of the most appropriate valuation methods for the specific property type. These Include the Sales Comparison Approach, the Income Approach, and the Cost Approach. For single-family residential properties and land appraisals, the Sales Comparison Approach is usually the most relevant approach and Is typically the only one that has application to the property. For income-producing properties, Including multifamily residential properties, the Income Approach is commonly utilized, along with the Sales Comparison Approach. For buildings that are newer (non-residential), or which contain fairly specialized improvements, the Cost Approach is frequently relevant. In the process of completing part -take acquisitions, we give full consideration to possible severance damages and benefits that may accrue to the remainder parcels as a result of the acquisition and project. The appraisers of IRR -Los Angeles have qualified as experts and have performed reviews and testified on these specific valuation methods and applications as referenced on the professional qualifications that are made a part of this proposal. When an acquisition results in the services of a FF&E and/or business goodwill appraiser being involved, we coordinate directly with them to ensure that all Items are accounted for and also to ensure that there Is no double counting of compensable items. Upon receipt of notice to proceed, our work will progress through the completion of the following steps and others that may be deemed relevant as we complete the assignments. Please note that the time schedule below assumes multiple property appraisals are awarded at a single time. This timeframe can be compressed for smaller assignments or to meet client needs. Week 9 1. Beth Finestone will notify her administrative assistant of all jobs awarded and assign them to key personnel. 2. Within 24 hours, each Individual property will be assigned a job number, posted on EMTS and attached to a routing form that follows the project through the production process. As part of this process all of the properties are input Into DataPoInt, our proprietary data management system utilized in part to coordinate large property assignments. 3. Meet with client to review mapping, ownership records, aerial photos, and other project -specific documents. 4. Organize a series of work notebooks (one for each property being appraised) that will allow us to maintain a high level of organization throughout the project. 5. Prepare and send owner notification letters. 6. Request all necessary data from Client. Weeks 2-3 7. Begin research for comparable sales and for relevant land use issues inappropriate jurisdictions. B. Review subject title reports (if available), 9. Review the easement deeds for the subject properties. 10. Conduct onsite inspections of the subject properties and meet the property owners who have responded positively to our offers to do so. For properties where the owner does not respond, we Inspect from the public right of way. 11. Complete field inspection of comparable sale transactions. 12. Conduct confirmation interviews for the comparable sales. 13. Meet with representatives of relevant jurisdictions to review land planning maps and documents and to conduct appropriate Interviews concerning zoning and general plans. 25J-88 Response to RFP No. 18-082 for On -Call Right of Way Property Appralsal Services 5 14. Prepare master report detailing appraisals for each geographic region. Week 4 15. Senior appraisers meet with Beth Finestone, John Ellis, Bob Lea, or Adam Bogorad to conclude preliminary values for a geographic region. 16. Complex valuation issues will be personally addressed by Beth Finestone, John Ellis, Bob Lea or Adam Bogorad. 17. Senior appraisers prepare valuation analysis within a framework that allows us to review values on a parcel -by -parcel basis, to assure the development of value opinions that are both well -supported and consistent across all parcels of the project. 18. For partial acquisitions, evaluate the Impact of the acquisition(s) and the project on the remainder, and complete the analysis of severance damages. Weeks 5-6 19. Beth Finestone, John Ellis, Bob Lea or Adam Bogorad review all final valuations. 20. Senior appraisers finalize the appraisal reports, statements of valuation, and parcel diaries. 21. Organize the subject photos and comparable sale data sheets. 22. Upload all final documents to the designated, secure website or deliver electronic and hardcoptes of reports as requested. Post Delivery 23. We will be readily accessible to address any questions or concerns that arise from the City's review of our delivered work product. Attention to post -delivery inquiries will be a high priority item to be addressed Immediately upon presentation. IRR -Los Angeles is in the unique position to utilize state-of-the-art computer technology and the Industry's most advanced computer software in the preparation of every assignment. Integra Realty Resource's DataPolnt'TM and MarketPointT"' software provide clients with consistent applications of the most sophisticated valuation tools, access to a national database, and delivery of a standardized report for ease of review and presentation. DataPoInt, which Is a web -based appraisal management program that incorporates an advanced Customer Relationship Module and Project Management Module (PMM), delivers real-time tracking of assignments and asset details. With the PMM clients can access valuation and counseling reports through secured digital communication regarding recently completed projects. The web -based interface also incorporates a comparable database module which captures property and land inventory, sales and lease transactions, income and expense Information, and multifamily rental data. Using DataPoInt we will be able to provide daily updates to the City. This system was developed by Integra Realty Resources. It is used Internally to log and track the status of each assignment. However, it is also available for use by our clients, and can be used for the posting of final PDF copies of documents or reports, 24 hours a day, seven days a week. Web -based, the system can be accessed by standard phone lines (modem), DSL, T1, and wireless technologies anywhere in the world. Relevant Project Experience Notable examples of significant appraisal assignments for public agencies that IRR -Los Angeles has successfully completed include the following: 1. Overland, Paciric B Cutler/OCTA: We appraised 33 single-family residences that are Impacted by the 1-405 Widening Project in Costa Mesa. The acquisitions all involve temporary construction easements (TCEs). This assignment required an analysis of temporary severance damages due to Impacts to rear yards as well as a valuation of all site Improvements in the TCE areas. In addition, we have appraised approximately 70 commercial properties in Westminster and Fountain Valley as part of the project. Some of the commercial properties suffered significant damages which required analysis. 25J-89 Response to RFP No. 18-082 for On -Call Right of Way Property Appraisal Services 6 2. Overland, Pacific & Cutler/Caltrans: We recently appraised 25 larger parcels that will be impacted by partial acquisitions for the 1-5 HOV Improvement (widening) Project in the Mission Viejo area. In this assignment, we acted as in -lieu appraisers for Caltrans. 3. Orange County Transportation Authority. Multiple appraisals in Orange County: • City of Buena Park: We appraised six OCTA -owned parcels of vacant land located for disposition purposes. They were considered surplus remnant parcels. ■ LakevlewAvenue Grade Separation Project: We reviewed approximately 28 appraisals, some of which involved dual appraisal of complex part -take assignments. ■ 1-5 HOV Improvement (widening) Project: We completed review work for approximately 10 appraisals and appraised 25 properties In the Mission Viejo area that were proposed to be impacted by partial acquisitions. • Sand Canyon Bus Base: We appraised the partial fee acquisition of the subject property required for the realignment of Marie Way in the City of Irvine. ■ Orange County Streetcar Project: We appraised six commercial properties for full acquisition. These included a multifamily residential property and a recycling center, school, gas station, flood control channel, and public agency property. 4. County of Los Angeles Department of Public Works On -Call Appraisal Services: We have appraisedd-a number of projects for the County: ■ Twin Lakes Sewer Improvement Project (involved partial acquisitions on 37 properties), ■ Point Dume Reservoir, ■ Meisner Street Easements, ■ Lease Properties adjacent to flood control channels, ■ McDonnell Avenue right-of-way easements, • Nine County of Los Angeles courthouses, • Culvert Upgrade—Phase II Project, • Santa Monica Canyon Channel Property 5. City of Ontario On -Call Appraisal Services: Appraisal of multiple parcels of industrial, commercial, and multiresidentiai properties, concentrated in the vicinity of Ontario International Airport. In addition to performing acquisition and disposition appraisals for the City of Ontario and Its Housing Department, we have also been retained to complete appraisal reviews of outside appraisals prepared by other fee appraisers for parcels within Ontario. 6. City of Inglewood On -Call Appraisal Services: We recently completed the appraisal of 11 properties for the Century Boulevard Mobility Improvement Project. 7. City of Riverside RTRP: We initially valued 22 residential and commercial properties in the City of Riverside. These properties all had a three -foot -wide partial taking along their frontage to accommodate the construction of a 69kV transmission line. This represented phase one of this assignment. Phase Two involved the partial taking of land over seven properties owned by University of California -Riverside for the construction of a transmission line. The final phase involved approximately 90 properties of various types which will be Impacted by partial takes for the construction of a transmission line. 8. California Department of Transportation — Legal Division: We have been engaged as an expert witness in 36 litigation matters for properties In Los Angeles, San Bernardino, and Riverside counties. 9. OPC/Riverside County Transportation Commission: We appraised parcels under more than 70 separate ownerships affected by acquisitions and easements for the SR -91 Corridor Improvement Project through the City of Corona. The complete summary appraisal reports and appraisal summary statements included a valuation of the properties In the before and after condition. Some of the properties were very complex and had significant severance damage analyses due to loss of building improvements, parking, loading, etc. The ultimate client Is the RCTC. Several of the properties are proceeding to eminent domain litigation so expert testimony will be required. 25J-90 Response to RFP No. 18-082 for On -Call Right of Way Property Appraisal Services 7 10. OPC/City of Bakersfield: We just completed the appraisal of five properties as part of the Calloway Drive Widening Project within the City of Bakersfield. Severance damages studies are part of this analysis. 11. Paragon Partners Ltd: For the Fullerton Road Grade Separation Project, we appraised eight properties within the City of Industry. The proposed acquisitions included utility easements, road easements, and TCEs. Severance damages resulted from some of the acquisitions, and those were analyzed. 12. Paragon/Alameda Corridor -East Project: We appraised two Industrial buildings as full acquisitions for the Durfee Avenue Grade Separation Project in the City of Pico Rivera. 13. Metroraff Underground Easements; Appraisal of numerous underground easements acquired as part of the Metrorajl subway construction In Los Angeles. For five of these parcels, the appraisals served as a basis for expert testimony in an eminent domain trial presented in the Los Angeles County Superior Court. 14. California High -Speed Rall Authority. Since 2014 we have been working with multiple prime consultants as appraisers for approximately 200 properties under separate ownerships throughout the San Joaquin Valley as part of the high-speed rail project. These have involved full and partial acquisitions of agricultural, residential, commercial, and industrial properties. Below is a partial list of public agency clients for whom we have successfully completed assignments through the firm's history. (can move this to Addenda in qualifications section if need the space) Cities Ojai Unified School District Anaheim City School District Orange County Department of Education Anaheim Union High School Dlstdct Allso Viejo EI Monte Lancaster Newport Beach San Dlmas Arcadia Fountain Valley Lawndale Ontario Santa Monica Bakersfield Glendale Loma Linda Orange Seal Beach Baldwin Park Hawthorne Long Beach Oxnard South EI Monte Bellflower Hermosa Beach Los Angeles Palmdale Stanton Beverly Hills Huntington Beach Lynwood Pasadena Temecula Buena Park Indio Malibu Redondo Beach Upland Carson Inglewood Monrovia Rialto Vlctorville Claremont Irvine Montclair Riverside West Hollywood Cudahy La Habra Monterey Park Rosemead EI Centro La Verne Moreno Valley Sacramento School Districts and Educational Institutions Adelanto School District Ojai Unified School District Anaheim City School District Orange County Department of Education Anaheim Union High School Dlstdct Oxnard Union High School District Antelope Valley Union High School District Palm Springs Unified School District Barstow Community College District Palmdale School District Beaumont Unified School District Paramount Unified School Distdct California State University, Los Angeles Pepperdlne University Castalc Union School District Placentia—Yorba Linda Unified School District EI Monte Union High School District Pomona Unified School District EI Segundo Unified School District Regents of the University of California Fontana Unified School Distdct Riverside Unified School District Fountain Valley School District San Bernardino City Unified School District Hermosa Beach City School District San Gabriel Unified School District Las Virgenes Unified School District South Pasadena Unified School District Long Beach Unified School District Southern California Institute of Architecture Los Angeles Community College District Slmi Valley Unified School District Los Angeles County Office of Education University of La Verne Los Angeles Unified School District Val Verde Unified School Distdct Moreno Valley Unified School District Victor Valley Union High School District Morongo Unified School District Other Public Agencies and Related Consultants Associated Right of Way Services, Inc. Los Cerritos Wetland Authority Bender Rosenthal, Inc. Metropolitan Water District of Southern California Briggs Field Services, Inc. Mountains Recreation & Conservation Authority California Department of Fish and Wildlife OmntTrans 25J-91 Response to RFP No. 18-082 for On -Call Right of Way Property Appralsal Services B California Department of General Services California Department of Justice California Department of Transportation California Department of Water Resources California High -Speed Rail Authority California State Coastal Conservancy California State Parks California Wildlife Conservation Board CDC of the County of Los Angeles Center for Community and Family Services Continental Field Service Corp. Epic Land Solutions, Inc. HDR Engineering, Inc. Housing Authority of the County of Los Angeles Housing Authority of the County of Sen Bernardino L.A. County Metropolitan Transportation Authority Los Angeles County Department of Auditor -Controller Los Angeles County Department of Public Works Los Angeles World Airports Orange County Transportation Authooly Overland Pacific & Cutter. LLC Paragon Partners Ltd. Port of Long Beach Port of Los Angeles Riverside County Economic Development Agency Riverside County Transportation Commission Sanitation Districts of Los Angeles County Santa Monica Mountains Conservancy Southern California Edison Company The Nature Conservancy The Trust for Public Land Trabuco Canyon Water District U.S. Army Corps of Engineers U.S. Department of Energy U.S. Department of Interior U.S. Department of Justice U.S. Department of the Army Corps of Engineers U.S. General Services Administration References Below are client references for recent appraisal projects for public agencies. 1.405 Improvement Project Name ofFrrm Overland Pacific & Cutler, LLC Address 1 Jenner, Suite 200, Irvine, CA 92618 Contact Person Daniela Borbe Telephone (949) 951-5263 Regional Manager OC/SD dborbea Roocservices.com Period Of Performance 2015—present Brief Description of Service Provided For this ongoing project, we have appraised more than 100 properties under separate ownerships In Orange County. Properties appraised have been land, special purpose, office, retail, industrial, and single-family residences. Purple.Line(Westside) Subway Extension Transit Project Name of Firm Los Angeles County Metropolitan Transportation Authority Address One Gateway Plaza, 12u, Floor, Los Angeles, CA 90012-2952 Contact Person Michael S. Daniels, MAI Telephone (213) 922-3584 Principal Real Estate Officer Agaiglsm@metro.net Period of Performance 2017—present Brief Description of Service Provided We are appraising subsurface easements for multiple commercial, and special purpose properties within the City of Beverly Hills for the Purple Line Subway extension to the Westside. 1.5 Widening Project Name of Firm Orange County Transportation Authori Address 550 South Main Street, Orange, CA 92863 Contact Person Delia Sams Telephone (714) 560-6282 Senior Real Property Agent dsarris(a)octa.net Period of Performance 2016 — resent WierDescnption of Service Provided We have appraised 25 properties under separate projects for this second phase of the 1-5 Widening Project through Orange County. The properties have been land, special purpose, retail, and single- famil residential. r" 25J-92 Response to RFP No. 18-082 for On -Call Right of Way Property Appraisal Services 9 SR -91 Corridor Improvement Project Name of Firm Overland Pacific & Cutler, LLC Address 3750 Schaufele Avenue, Suite 150, Long Beach, CA 90808 Contact Person Mark R. La Bonte, SRNJA Telephone (562) 304-2000 Senior Vice President mlabonteO-oocservices.co m Period of Performance 2012 — present Brief Description of Service Provided Appraisal of parcels under more than 70 separate ownerships affected by acquisitions and easements for the SR -91 Corridor Improvement Project through the City of Corona. The complete summary appraisal reports included a valuation of the properties in the before and after condition. Some of the properties are very complex and had significant severance damage analyses due to loss of building Improvements, parking, loading, etc. The ultimate client Is the Riverside County Transportation Authority. Several of the properties are proceeding to eminent domain litigation so expert testimony will be required. 25J-93 Response to RFP No. 18-082 for On -Call Right of Way PropertyAppralsal Services ADDENDUM A Professional Qualifications 1. Beth B. Finestone, MAI, AI-GRS, FRICS, CRE 2. John G. Ellis; MAI, CRE, FRICS 3. Robert M. Lea, MAI 4. Adam M. Bogorad, MAI 5. William Larsen, SRNJA 6. Ryan J. Dobbins 7. Jerardo Arciniega 8. Susan O. Gordon 9. Aaron S. You 10. Thomas G. Richardson 25J-94 Beth B. Finestone MAI AI-GRS FRICS CRE I Integra Realty Resources I I ! Los Angeles Experience 16030 Ventura Boulevard p Suite 620 Ms. Finestone, Managing Director for and a principal of INTEGRA REALTY RESOURCES— LOS ANGELES, Encino, CA 91436-4473 has been with the firm since 2004 and has been appraising in Southern California since 1981. She has specialized in valuation and consulting services related to public agency clients and for major, 7818.290.5400 Investment-grade commercial properties, e.g., office, industrial, retail, multifamily, land, and special F818.290.5401 Purpose properties, for over 35 years. Ms. Finestone has also been very active Is the appraisal of land, both entitled and unentitled. She has been Involved In the appraisal of open space land, land for www.irr.comAosangeles mitigation purposes and valuing various types of land for conservation easement purposes. Ms. Finestone Is vice president for the SCM, the largest Appraisal Institute chapter in the United States. She is, therefore, in line to become chapter president In 2019. She also holds the AI-GRS designation of the Appraisal Institute. In addition, she Is a fellow of the RICS (past board member) and Is also a member of the CRE and of the IRWA. She has been honored locally for her professional accomplishments. In May 2009, she was a Los Angeles Buslnesslournol nominee for Executive of the Year—Women Making a Difference. In October 2006 Ms. Finestone was honored as one of Real Estate Southern California's 2006 Women of Influence for contributions to commercial real estate and devotion to community enrichment. Ms. Finestone previously held senior positions with Finestone & Associates and Cushman & Wakefield of California. At Finestone & Associates from 1996 through 2003, she specialized in real estate appraisal, valuation and consulting services with focus on preparation of appraisals for Industrial, commercial, and special purpose properties. This focus included consultation services, due diligence work, litigation support, and expert witness designation. At Cushman & Wakefield of California, Inc. from 1983 through 1996, Ms. Finestone was In the Los Angeles Appraisal Services Group, specializing in real estate valuation and consulting. By the end of her tenure, she was responsible for the management the Los Angeles Valuation Advisory Services Group, Including preparation and review of appraisal reports, business development, consulting and litigation work, management and coordination of multi -property assignments and national accounts, professional staff development, and support staff supervision. Ms. Flnestone's clients Include public agencies, right-of-way firms, lenders, institutional Investors, major corporations, law firms, and Individual property owners. Her services Include a wide range of specialized studies Including partial interest acquisitions, value diminution (from both Internal and external Influences), market demand, feasibility, severance damages and project benefits, investment analysis, assessment allocation, reuse analysis, and the valuation of partial Interests including leasehold, leased fee, possessory Interests, and minority Interests. Ms. Finestone has significant experience in coordinating and managing muitiproperty assignments. She has been active in acquisition appraisals for SCE In Los Angeles, Tulare, Fresno, Kem, San Bernardino, and Riverside counties; Riverside County Transportation Commission (ROTC) as part of the expansion of the SR -91 freeway in Corona; the Orange County Transportation Authority (ORA) as part of the 1-405 expansion and the 1-5 expansion, San Bernardino County Associated Governments (SANBAG); City of Bellflower; City of Ontario; City of Inglewood; the California Department of General Services; the U.S. General Services Administration; and the California High -Speed Rail Authority (CHSRA). She recently completed the appraisal of approximately 51 parcels of land owned by Union Pacific Railroad as part of the high-speed train (HST) project. These included the valuation of corridor land, surplus land, overcrossings, undercrossings, and miscellaneous utility easements. She also completed the appraisal of 54 large parcels involving agricultural and ranch uses as a part of the HST project. She has been active in valuing mitigation land as part of the HST project, including land banks and open space. Ms. Finestone completed the appraisal of approximately 20 flowage easements for the State Department of Water Resources as part of the Cantua Creek Improvement Project In December 2016 Ms. Finestone completed the appraisal of approximately 35 miles of pipeline easements for the purpose of resetting rent. Ms. Finestone has aided the Los Angeles County Metropolitan Transportation Authority (LACMTA) in reviewing appraisals related to the proposed Crenshaw/LAX Transit Corridor Project. She has v significant experience in working with school districts for both acquisition assignments and disposition srr® bfinestone@irr.com — 818.290.5455 25J-95 Beth B. Finestone MAI AI-GRS FRICS CRE Integra Realty Resources ! I / Los Angeles of surplus sites. Ms. Finestone has an on-call appraisal contract with the City of Ontario and prepares 16030 Ventura Boulevard and reviews appraisals related to their Quiet Home Program. These reports and reviews are done to Suite 620 FAA guidelines. She also has on-call appraisal contracts with the County of Los Angeles, the California Encino, CA 91436-4473 State University Office of the Chancellor, the Los Angeles Community College District, the Los Angeles Unified School District, the Community Development Commission of the County of Los Angeles, the T 818.2905400 Housing Authority of the County of Los Angeles, the City of Irvine, the Riverside County Transportation F 818.290.5401 Commission (RRC), and the Orange County Transportation Authority (OCTA). She has reviewed large numbers of appraisals for the OCTA, Los Angeles Unified School District, and the City of Ontario. She www.irr.com/losangeles also oversees the administration of the office and works with and mentors Junior members of the staff. Her assignments have included a wide variety of property types, Including: Agricultural Land Industrial Land Religious facilities Apartment complexes Industrial manufacturing Residential Land Auto service/gas stations Mixed reta0/residential Restaurants Camps and schools Mitigation and open space land Shoppingcenters Cold -storage facilities Mobile home parks Single-family residences Commercial land Office buildings Special purpose properties Condominiums Pipeline easements Subdivisions Healthcare properties Produce marts Theaters Hotel/motel properties Rall and transportation corridors Warehouse/distribution Wind farms Professional Activities Member: Appraisal Institute (MAI No. 7973) Designation: Appraisal Institute— General Review Specialist(AI-GRS) Fellow: Royal Institution of Chartered Surveyors (FRICS No. 1259538) Member: The Counselors of Real Estate (CRE No. 13807) Member: International Right of Way Association License: California State Certified General Real Estate Appraiser No. A0004030 Recognition • Los Angeles Business Journal 2009 Nominee for Executive of the Year — Women Making a Difference, May 2009 • Designated one of Real Estate Southern California's 2006 Women of Influence, October 2006 Seminar Presentations • Corridors, Craps & Condemnation (IRWA National Conference in San Diego, June 2015) • Eminent Domain Appraisals: Pitfalls & Value -Added Services (RICS —Southern California Chapter, CPD Presentation, April 16, 2015) • Government Buildings (Appraisal Institute, Special Purposes Seminar, July 15, 2014) • The Trouble with Ignoring Building Code Violators (SCCAI 43rd Annual Litigation Seminar, Moderator, November 15, 2013) • Conflicting Mandates & Instructions Between USPAP, Yellow Book, & Caltrans Appraisal Guidelines (IRWA Annual Valuation Seminar, April 24, 2012) • Current Issues in Real Estate Appraisal (Lorman Education Services, live audio conference, March 8, 2012) • The Role of the Appraiser in Construction Defect Litigation: Measuring Damages from Construction Defects (MCLE-approved presentation, January 11, 2012, March 4, 2010, and February 10, 2010) Expert Testimony Ms. Finestone has qualified as an expert witness in real estate matters and has testified before: • Superior Courts: Los Angeles and Orange Counties • Arbitration Hearings: Los Angeles County • Tax Appeal Boards: Los Angeles and San Diego Counties 'C�® bflnestone@irr.com —818.290.5455 25J-96 Beth B. Finestone, MAI, AI-GRS, FRICS, CRE gra L eAngeleslty Resources s Education 16030 Ventura Boulevard Suite 620 M.B.A., Pepperdine University Encino, CA 91436-4473 B.S., Kinesiology, University of California, Los Angeles Ms. Finestone is currently certified by the Appraisal Institute's program of continuing education for its T 818.290.5400 designated members. She successfully completed the following courses and other requirements of F 818.290.5401 the MAI designation through the Appraisal Institute and American Institute of Real Estate Appraisers: rnvw.irr.com/losangeles • Real Estate Appraisal Principles (2004) • Basic Valuation Procedures (2004) • Capitalization Theory and Techniques, Parts I, II, III • Case Studies in Real Estate Valuation • Report Writing and Valuation Analysis • Real Estate Investment Analysis • Income Property Demonstration Report • The Sales Comparison Approach • Standards of Professional Practice (2007) • Federal & State Laws and Regulations (2004) • Real Estate Finance (2004) • Comprehensive Examination She has attended the following courses, seminars, and workshops: • Uniform Appraisal Standards for Federal Land Acquisitions: Practical Applications (Appraisal Institute, 2017) • CRE Midyear Meetings (Counselors of Real Estate, 2017) • LDAC 2017: What to Expect & Legislative Briefing (Appraisal Institute, 20171 • The Changing Electric Power Grid ... and What It Means to You (IRWA/Appraisal Institute, 2017) • 2017 Eminent Domain Seminar (Nossaman LLP, 2017) • Santa Barbara/Ventura County 2017 Market Trends Seminar (Appraisal Institute, 2017) • Yellow Book Ch anges— Overview for Appraisers(Appraisal Institute, 2017) • Global Cities In an Era of Change-2016—Stanford Symposium (CRE/RIGS, 2016) • Professional Appraisal Practice— Lessons from the Field (Appraisal Institute, 2015) • Solar Photo-Voltaic -A technology that has come of age (Appraisal Institute, 2015) • Review Theory— General (Appraisal Institute, 2015) • Annual LA./Orange County Market Trends Seminar(Appraisal Institute, 2015, 2013) • 7-Hour National USPAP Update Course (Appraisal Institute, 2015, 2014, 2012, 2010, 2007, 2006, 2004) • Unique Residential & Commercial Property Valuation Issues in Southern California (Appraisal Institute, 2014) • IRS Valuation Summit (Appraisal Institute, 2013, 2010) • Annual Litigation Seminar (Appraisal Institute, 2013, 2007, 2006) • Federal and California Statutory and Regulatory Law Course (Appraisal Institute, 2013) • Appraising the Appraisal: Appraisal Review—General (Appraisal Institute, 2012) • Annual Valuation Seminar (IRWA, 2015, 2012) • Business Practices and Ethics (Appraisal Institute, 2012, 2007) • Principles of Real Estate Appraisal (IRWA, 2012) • Jobs and Commercial Real Estate —"ICs Not Rocket Science" (Appraisal Institute, 2012) • Appraisal Curriculum Overview (Appraisal Institute, 2011) • National IRS Symposium(American Society of Appraisers, 2011) • Annual Summer Conference —Commercial Session (Appraisal Institute, 2015, 2011, 2008) • Federal Agency Update (Appraisal Institute/IRWA, 2010) • 161h Annual LA./Orange County Market Trends Seminar (Appraisal Institute, 2009) • Appraising Income Properties in a Declining Market (Integra Realty Resources, 2009) • Everything Al Has Not Taught You About Litigation Appraisal (Appraisal Institute, 2009) • Introduction to Environmental Issues (IRWA, 20D9) • Investment Grade Property Valuation In a Declining Market (Appraisal Institute, 2009) • Litigation Appraising: Specialized Topics and Applications (Appraisal Institute, 2009) �r bfinestone@irr.com — 818.290.5455 I r 25J-97 Beth B. Finestone MAI AI-GRS FRICS CRE .. ! Integra Realty Resources ! Los Angeles • Principles of Real Estate Engineering (IRWA, 2009) 16030 Ventura Boulevard • Principles of Real Estate Law (IRWA, 2009) - Suite 620 • Real Property Asset Management (IRWA, 20D9) Encino, CA 91436-4473 • The Appraisers Role in Public Acquisitions (Appraisal Institute, 2009) • Valuation Issues in Eminent Domain in the Current Market (Appraisal Institute, 2009) T 818.290.5400 • 53rd Annual International Education Conference, (IRWA, 2007) F818.290.5401 • ABCs of Easement Valuation (IRWA, 20071 • After -Effects of Katrina on Appraisal (IRWA, 2007) wwwAr.com/losangeles • Appraisal Special Purpose Properties (Appraisal Institute, 2007) • Eminent Domain Appraisal (IRWA, 2007) • Evaluating Commercial Construction (Appraisal Institute, 2007) • Principles of Real Estate Negotiation (IRWA, 2007) • Statistics Review with Appraisal Applications(Appraisal Institute, 2007) • Direct and Inverse Condemnation (2006) • Contemporary Approaches to Land Valuation (Appraisal Institute, 2005) • Introducing the Metro Orange Line (Appraisal Institute, 2005) • Real Estate Outlook (CSUN Center for Real Estate, 2005) • Southern California Market Trends Seminar(Appraisal Institute, 2000) Representative Appraisal Assignments • Appraisal for each of the subject acquisition areas in Fresno County for the State Department of Water Resources, which included 22 permanent flowage easements and three partial fee acquisitions. Some of the proposed flowage easements overlapped existing road and utility easements which had to be considered. Due to the nature of the flowage easements, substantial severance damages accrued to the remainder parcels which had to be considered. This assignment also Included the consideration of orchard and crop values. • As a subcontractor on behalf of the CHSRA since 2015, we have completed appraisals of full acquisitions and partial acquisitions (with severance and mitigation damage studies) for many property types Including agricultural, commercial, Industrial, residential, railroad corridors, and other special purpose property appraisals. In total, we completed 95 appraisals (some of which Involved multiple parcels) thus far. • Highest and best use appraisal of the Federal Building site in West Los Angeles (28.2 acres). Included expanded highest and best use analysis to determine possible development scenarios to result In the highest return to the underlying land. • Appraisal of approximately five acres of land In the City of Beverly Hills, under three different scenarios. Assignment completed for the Qty for use in determining highest and best use of the site and to aid in lease negotiations with a proposed developer for long-term lease of the site. • Appraisal of 9,800 acres of land in Kem County for use as a wind farm. Jointly retained by the seller (GE Wind Energy) and the buyer (Los Angeles Department of Water and Power) to act as the third appraiser to determine the purchase/sale price of the site. • Appraisal of the Del Mar Fairgrounds, Racetrack, and Horsepark (450 acres of land and over 1,000,000 square feet In improvements) for the California Department of General Services. • Disposition appraisal of the United States Army Reserve Centers in West Los Angeles (Wilshire Boulevard and Federal Avenue) and Sherman Oaks (Sepulveda Boulevard and Magnolia Avenue). These assignments involved an expanded highest and best use analysis and consideration of possible general plan and zoning changes. The charged political climate associated with the West Los Angeles area necessitated a number of interviews with City Council members of surrounding districts to aid in determining possible uses for the site that would be supported by senior planning officials with the City and County who were also interviewed. • Appraisal of the Concerto high-rise residential complex In downtown Los Angeles, adjacent to Staples Center, as part of bankruptcy proceedings. The assignment Involved an expanded highest and best case analysis to analyze the property as condos for sale and as an apartment complex. • Valuation of a number of high-rise office buildings In downtown Los Angeles, Including the First Interstate Tower, Broadway Plaza, Southern California Gas Company Tower, Wells Fargo Tower, Wells Fargo Center at Bunker Hill, International Tower, R&T Plaza, The Party and 550 South Hope. • Multiple appraisal assignments for Southern California Edison Company included: irr® bfinestone@irr.com —818.290.5455 25J-98 Beth B. Finestone MAI AI-GRS FRICS CRE Integra Realty Resources 1 I I I Los Angeles • Central Valley Phase 1: Appraisal of 34 existing overhead distribution, transmission line and 16030 Ventura Boulevard power pole easements which SCE wanted to update and perfect. These Involved residential, Suite 620 commercial and agricultural properties. For the agricultural properties, the valuation included Encino, CA 914364473 and analysis of the loss In value from orchard trees being taken. • Central Valley Phase ll: Appraisal of 16 new acquisitions foroverhead distribution, transmission 7818.290.5400 line and power pole easements. This Involved all agricultural properties and Included an F318.290.5401 analysis of compensation for trees being taken. The project was highly contentious and significant research related to severance damages was completed. vnvw.irr.com/losangeles • Barstow/Daggett: Appraisal of 44 overhead transmission line and power pole easements which SCE wanted to update and perfect involving residential and unimproved agricultural land. • Victorville: Appraisal of 38 overhead distribution, transmission line and power pole easements which SCE wanted to update and perfect These Included improved residential and commercial properties. • Tehachapi: Appraisal of 14 overhead distribution, transmission line and power pole easements which SCE wanted to update and perfect These Included residential, commercial and unimproved agricultural properties. • Corona: Ongoing assignment related to the acquisition of 11 subsurface easements for underground transmission and distribution lines. These represent the acquisition of new easements which partially overlap previously existing easements in favor of SCE. All of the properties involved are Improved with single-family residences. • Appraisals of multiple transportation corridor easements in San Bernardino and Riverside counties for Overland, Pacific & Cutler, Inc, including: • Milliken Avenue Grade Separation Project: Upgrade of the existing Milliken Avenue/Mission Boulevard/Union Pacific Railroad at -grade crossing within the City of Ontario. • SR -91 Widening Project: Acquisitions and easements for the widening of State Route 91 within the City of Corona. • Devore Interchange Improvements Project: Acquisition and easements for the construction of an improved interchange at 1-15 and 1.215 within the City of Devore. • Appraisal of multiple properties for the M2 Environmental Mitigation Program for the OCTA: • The Aliso Carryon property is a 150.87± acre site perched on a Laguna Beach hillside, overlooking the Pacific Ocean. The property was appraised for potential acquisition purposes related to an open -space conservation program. • The Irvine Mesa Corridor consisted of the appraisal of 20 parcels totaling 669.99± acres in the Silverado Canyon area of southeastern Orange County. The report was Intended to assist with the acquisition of the land from the owner, the Wildlands Conservancy. This property was comprised of a number of parcels which we appraised individually as well as in bulk • Located just west of the Cleveland National Forest we appraised the MacPherson Property for the consideration of acquisition possibilities related to an open -space conservation program The 202.78± acre site is located north of Silverado Canyon Road, just east of Santiago Canyon. • The Saddleback Meadows property represents 222± acres of rugged terrain in the Trabuco Canyon area of southeastern Orange County. A potential buyer of the property was considering an open space conservation use for the site. • The Saddleback Valley Christian School site consists of 52± acres located in the City of San Juan Capistra no, just west of Interstate S. • Review work for OCTA: • 1-5 HOV Improvement Project: Ongoing review work of approximately 10 appraisals related to the widening of the 1-5 HOV. • Lakeview Grade Separation Project: Review of approximately 28 appraisals, some of which involved dual appraisal of complex part -take assignments. r. 'rr® bflnestone@irr.com — 818.290.5455 25J-99 John G. Ellis,MAI CRE FRICS I Integra Realty Resources Los Angeles jellis@Irr.com —818.290.5444 Page 1 of 4 25J-100 16030 Ventura Boulevard Experience Suite 620 Mr. Ellis, the Senior Managing Director of INTEGRA REALTY RESOURCES — LOS ANGELES, has provided Encino, CA 91436-4473 real estate valuation and consulting services in Southern California for over 35 years. He has completed a wide range of studies Including market value appraisals, analysis of potential damages T 818.290.5400 and enhancements (from both Internal and external influences), market demand, feasibility, F818.29a.5401 Investment analysis, assessment allocation, reuse analysis, minority interest studies, and the valuation of leasehold, leased fee, and possessory interests. He has also appraised partial Interests in real estate www.irr.comAosangeles and in limited partnerships and holding companies that own real estate. In addition, Mr. Ellis, a past president of the Southern California Chapter of the Appraisal Institute (SCCAQ with more than 20 years of volunteer service to SCCAI, Is a published author on appraisal topics. He has given expert testimony in federal and superior courts on more than two dozen occasions. He also provides appraisal reviews and consultation services when needed, and is an experienced arbitrator. Mr. Ellis serves a client base that Includes lending institutions, public agencies, corporate and individual property owners, and the legal profession. He has appraised office buildings (including medical office buildings), shopping centers, Industrial buildings, apartment and condominium complexes (including affordable housing projects), subdivisions, mobile home parks, hotels, motels, restaurants, healthcare properties, religious facilities, bowling alleys, golf courses, auto dealerships, gas stations, carwashes, motion picture and performing arts theaters, cold storage and food processing facilities, parking structures, transit - oriented development projects, shipping terminals and other types of waterfront property, Industrial, commercial and residential acreage, agricultural land, mountainous and hillside acreage, utility and transportation corridors (in fee and as easements), designated open space, and single-family residences Including beachfront homes and major estates. Mr. Ellis started his career In real estate analysis and valuation in 1980 with the Los Angeles -based property economics firm of Lea Associates, Inc. He founded the firm of Ellis Group In 1996, which became INTEGRA REALTY RESOURCES — LOS ANGELES In 1999. Professional Activities Member: Appraisal Institute (MAI No. 7337) (Over 20 years of volunteer work on boards and committees of the Appraisal Institute; past president of the Southern California Chapter of the Appraisal Institute; recognized as "Volunteer of Distinction" for Region VII In 2013) Member: The Counselors of Real Estate (CRE No. 11254) Fellow: Royal Institution of Chartered Surveyors (FRICS No. 1250862) Member: International Right of Way Association Licensed: California Certified General Real Estate Appraiser No. AGO07279 Licensed: California Real Estate Broker No. 01213329 Expert Testimony Mr. Ellis is qualified as an expert witness in real estate valuation matters and has testified before: • Superior Courts within the California counties of Los Angeles, Orange, Riverside, San Bernardino, Ventura, Kern, and Imperial; and within the Third Judicial District of Alaska • United States District Court • United States Bankruptcy Courts: Central, Northern, and Southern Districts of California • Tax Appeal Boards: Los Angeles, Orange, Riverside, San Bernardino, San Diego, and Contra Costa counties • Arbitration testimony at hearings in Los Angeles, Orange, San Diego, and Sacramento counties • Rent Control Boards: cities of Santa Monica, West Hollywood, and Carson (MRRS) He has also been appointed by the Superior Court of Los Angeles County on several occasions to assist In reconciling the disparate opinions of opposing, privately retained valuation experts. jellis@Irr.com —818.290.5444 Page 1 of 4 25J-100 John G. Ellis FRICS Integra Realty Resources / ! / Los Angeles Education 16030 Ventura Boulevard Suite 620 B.A., Business/Economia, University of California, Los Angeles (1981) Encino, CA 914364473 Mr. Ellis Is currently certified by the Appraisal Institute's program of continuing education for its designated members. He successfully completed the following courses and other requirements of the T 818.2905400 MAI designation through the Appraisal Institute and American Institute of Real Estate Appraisers: F 818.290.5401 • Comprehensive Examination • Report Writing and Valuation sysvw.irr.com/losangeles • Income Property Demonstration Report Analysis • Real Estate Investment Analysis • Basic Valuation Procedures • Case Studies In Real Estate Valuation • Real Estate Appraisal • Capitalization Theory and Techniques, Parts Principles 1,11, III • Standards of Professional Practice He has attended (and in some cases participated in) the following courses, seminars, workshops: • Litigation Seminar (Appraisal Institute, 2017, 2016, 2014, 2013, 2012, 2011, 2010, 2009, 2008, 2006, 2005, 2004, 2003, 2001, 1999) • Eminent Domain-19th Annual Conference (CLE International, 2017) • Eminent Domain Seminar (Nossaman LLP, 2017, 2016) • Inland Empire Market Trends Seminar (Appraisal Institute, 2018, 2017, 2015, 2014, 2005, 2000) • Annual Valuation Seminar(IRWA, 2017,2016) • IRS Valuation Summit (Appraisal Institute, 2013) • Business Practices and Ethics (Appraisal Institute, 2017, 2012, 2007) • Global Cities in an Era of Change— Stanford Symposium (CRE/PICS, 2016) • Fractional Interests (Appraisal Institute, 2012) • Annual Summer Conference: Commercial Session (Appraisal Institute, 2015, 2011, 2010, 2009, 2008) • Special Purpose Properties Seminar (Appraisal Institute, 2011, 20D7, 2005) • Historic and Notable Homes Tour In the San Gabriel Valley (Appraisal Institute, 2010) • Mastering Cap Rates In Today's Market (Appraisal Institute, December 2009) • The Appraiser's Role in Public Acquisitions (Appraisal Institute, February 2009) • Appraising Distressed Commercial Real Estate (November 2008) • Private Developers Going Public ...Is This a Trend? (January 2008) • Public Real Estate Education Symposium (IRWA, 2007) • Uniform Appraisal Standards for Federal Land Acquisitions (Appraisal Institute, 2006) • Contemporary Approaches to Land Valuation (Appraisal Institute, 2005) • Operating Expense Seminar (Appraisal Institute, 2005) • Real Estate Outlook (CSUN Center for Real Estate, 2005) • Case Studies In Limited Partnership and Common Tenancy Valuation (Appraisal Institute, 2004) • Market Trends in Ventura and Santa Barbara Counties (Appraisal Institute, 2003) • Market Rent, Lease Revaluation and Leasehold Interests (Appraisal Institute, 20D1) • Real Estate Capital Markets Symposium (Appraisal Institute, 2001) • Charitable Gift Giving In Real Estate (Appraisal Institute, 2001) • Past and Present Building and Land Values Along Ventura Boulevard (Appraisal Institute, 2000) • Southern California Market Trends Seminar(Appraisal Institute) • The Entitlement Process (Appraisal Institute) • Analysis of Retail Properties (Appraisal Institute) • Appraisal of Residential Subdivisions (Appraisal Institute) • California Real Estate Law (UCLA) • Construction Cost Analysis (Appraisal Institute) • Valuation of Minority Interests (Appraisal Institute) • Financing for Real Estate Projects(Appraisal Institute) • Impact of Detrimental Conditions (Appraisal Institute) Dellis@irr.com —818.290.5444 Page 2 of 4 ® 25J-101 John G. EllisMAI CRE FRICS Integra Realty Resources ! / Los Angeles Published Texts and Articles 16030 Ventura Boulevard Suite 620 • "Lease Renewal -The Periodic Setting of Market Rent In a Long -Term Lease; in Encino, CA 91436-4473 Applications In Litigation Valuation: A Pragmatist's Guide (Chicago: Appraisal Institute, 2012). T 818.2905400 • "Los Angeles Industrial Market Highlights," Western Real Estate Business, October 2008. F 818.290.5401 • 'Los Angeles Apartment Trends; Western Real Estate Business, November 2007. • "Can Downtown Support Mother High -Rise?" Real Estate Southern California, March www.irr.com/losangeles 2007. • 'The Special Nature of Property Tax Appraisals' (co-authored with Kathy Spletter and Cris K. O'Neall), Institute for Professionals in Taxation, June 2006. Seminar Presentations and Speaking Engagements • The Cost Approach and All That Jazz (IPT 42n° Annual Conference, Vancouver, BC, June 2018) • Real Estate Economic Trends (IRWA Chapter 67, Orange County, January 2016, January 2017, January 2016, January 2015, January 2014, January 2013, January 2012, September 2010) • Chairman/Moderator of the Annual Litigation Seminar of the Southern California Chapter of the Appraisal Institute (2017, 2013, 2005, and 1999) • Building a Bose for Value., Opinions and Testimony Supported by Multiple Experts (SCCAI, 50' Annual Utigation Seminar, Arcadia, November 9, 2017) • The Project Influence Rule (Nossaman LLP 2017 Eminent Domain Seminar, March 2, 2017) • Why the Project Design and Plans Matter (CLE International Eminent Domain Conference, February 10, 2017) • Expanding the Subway In the CBD: Valuation Issues (IRWA Chapter 1, Annual Valuation Seminar, April 26, 2016) • Cap and Discount Ratesfor Possessory Interest and OtherSpeda/ Situations (2O161AA0-LA Spring Appraisal Seminar, April 13, 2016) • inland Empire Market Trends (IRWA Chapter 57, January 2015, February 2012) • Subdivision Analysis In Southern California: Methodology and Discount Rates (SCCAI, Subdivision Land Seminar, August 21, 2014) • Examination of Appraisal Practices in Tax Appeal Hearings (SCCAI, 46th Annual Litigation Seminar, Los Angeles, November 15, 2013) • Current Issues in Real Estate Appraisals (Lorman Education Services, live audio conference, March 8, 2012) • Rea/ Estate Market Trends (SCCAI Market Trends Seminar, Los Angeles, January 24, 2013) • Underwriting Sustainable Commercial Properties (2011 National Association of Realtors Conference, November 12, 2011) • Commercial Property Valuation Issues and Trends (2011 IAAO-LA Spring Appraisal Seminar, April 6, 2011) • The Assessment Appeals Process: Practical Perspectives (SCCAI, 43rd Annual Litigation Seminar, November 17, 2010) • Legal Issues in Appraisals: What and When to Ask the Attorney (IRWA Right of Way and the Law Seminar, June 22, 2010) • Current Issues In the Economy and Residential and Commercial Real Estate (The Housing Authority of the City of Los Angeles, May 24, 2010) • Current Issues in the Economy, Commercial Real Estate, and Real Estate Appraisals (MCLE- approved presentation, April 15, 2010) • The Role of the Appraiser in Construction Defect Litigation (MCLE-approved presentations, February 10 and March 4, 2010) • Real Estate Values: Have We Hit Bottom Yet? (IRWA Chapter 1, Los Angeles, 2009 Annual Fall Seminar, October 20, 2009) • Impact of Use Restrictions in Market Value and Market Rent Appraisals (SCCAi, Special Purpose Properties Seminar, October 20, 2009) • Rent Re -Setting Via Litigation (Integra Academy, September 14, 2009) jellis@irr.com -818.290.5444 Page 3 of 4 Ll 25J-102 John G. Ellis, MAI, CRE, FRICS • Industrial Property Trends: Los Angeles County and the Inland Empire (SCCAI, 15'^ Annual Summer Conference, July 16, 2009) • Current Issues in the Economy, Commercial Real Estate, and Real Estate Appraisals (District 7 of California Department of Transportation, March 18, 2009) • Industrial Property Trends: Los Angeles County and the Inland Empire (SCCAI, 14w Annual Summer Conference, July 31, 2008) • California School Districts' Property and Acquisition and Disposition Update (IRWA Chapter 1, Annual Valuation Conference, April 22, 2008) • AMarket In Flux., Los Angeles and Orange Counties Retail Properties (Urban Land Institute Conference, Reinventing Retail, February 14, 2008) • California Property In a Global Economy (Global Property Valuation Excellence, Appraisal Institute/RICS Americas Joint Valuation Conference, September 25, 2007) • Considering the Contributory Value of Interim Use Improvements (SCCAI, Special Purpose Properties Seminar, May 25, 2007) • Partial Takings In Multi -Property Appraisal Assignments (IRWA Chapter 1, Annual Valuation Conference, April 26, 2005) • Appraiser's Role In Redevelopment (Appraisal institute, 1998) • Deposition and Goss -Examination Skills (IRWA, April 1997) • Entertainment Properties(Moderator, 1997) • Land Valuation in southern California (SCCAJ,1996) Dellis@irr.com —818.290.5444 25J-103 Page 4 of 4 Integra Realty Resources Los Angeles 16030 Ventura Boulevard Suite 620 Encino, CA 91436-4473 T 616.290.5400 F 818.290.5401 www.irr.comAosangeles Robert M. Lea MAI Integra Realty Resources � Los Angeles Experience 16030 Ventura Boulevard p Suite 620 Robert M. Lea, MAI, Director, has been working in the field of real estate appraisal, analysis, and Encino, CA 914364473 consulting far many years. His work covers a broad range of appraisal and consulting assignments, litigation support, and expert testimony. He has taught, published and lectured in the appraisal field. T 816.290.5400 Mr. Lea founded Lea Associates in 1976 and operated the company through 2017, at which time he F 818.290.5401 Joined INTEGRA REALTY RESOURCES — LOS ANGELES as a principal. His largest client groups include law firms, public agencies, corporate clients, lenders, and developers. % vJrr.com/losangeles Mr. Lea has had the opportunity to work In financial appraisal, consulting, and eminent domain valuation and testimony since the beginning of his career and has appraised hundreds of properties in city center redevelopment projects as well as full and partial takings for right-of-way assignments which range from street widenings to freeway acquisitions to subterranean tunnel easements for subways. Mr. Lea frequently is retained in arbitration proceedings either as an appraiser or arbitrator. This provides Mr. Lea with the experience and qualifications to Instruct real estate appraisers and to provide a special focus on market analysis, appraisal procedures, valuation, and reporting. Professional Activities Member: Appraisal Institute (MAI No. 111368) (Over a period of more than 20 years, Mr. Lea provided volunteer service to the Appraisal Institute at the local, regional, and national levels. In 1994 Mr. Lea served as President of the Southern California Chapter of the Appraisal Institute and in 2000-2002 served as a member of the General Appraiser Council, the body responsible for setting qualifications requirements for the MAI designation.) Associate Member: Urban Land Institute Licensed: California Certified General Real Estate Appraiser No. AGO03090 Expert Testimony Mr. Lea is qualified as an expert witness In real estate valuation matters and has testified before: • Superior Court, Los Angeles County • Superior Court, Orange County • Superior Court, Riverside County • Superior Court, San Bernardino County • Superior Court, San Diego County • Superior Court, Ventura County • United States Bankruptcy Court, Central District of California • United States District Court, Central District of California • United States Tax Court • United States Court of Federal Claims Education B.S., Business Administration with specializations in Real Estate and Finance, University of California, Los Angeles Continuing study toward M.B.A., University of Southern California, Graduate School of Business Administration Mr. Lea has continuously participated in classes and seminars In pertinent study areas. Published Texts and Articles • 'Subway Tunnel Easements in Metropolitan Areas," The ApproisalJournal, April 1994. • 'You and the Real Estate Appraiser,' Compensable Business Loss Review, a publication of Desmond & Marcello, Inc., 1989. • 'Meeting the Experience Requirements; Candidate Guidance Programs, American Institute of Real Estate Appraisers, 1987. irr® rlea@irr.com —818.290.5427 25J-104 Robert M. Lea, MAI LoseAnagel sity Resources Seminar Presentations and Speaking Engagements 16030 Ventura Boulevard Suite 620 Mr. Lea has been Invited to Speak by many organizations for over 20 years. Below are some of the Encino, CA 91436-4473 recent engagements. • A Case Study: Severance Damage Issues in Grade Separation Projects (SCCAI 47^ Annual T 818.290.5400 Utlgatlon Seminar, November 13, 2014) F 818.290.5401 • Pitfalls to Possession: The Appraisal, Offer, Negotlo tion, and Impasse v. Resolution Process (IRWA Chapter 57, November 2, 2012) www.irr.com/losangeles • Conflicting Mandates & Instructions Between USPAP, Yellow Book & Caltrans Appraisal Guidelines (IRWA Chapter 1 Annual Valuation Seminar, April 26-27, 2012) • Legal Issues of Grade Separation Projects (IRWA Chapter 1 Annual Valuation Seminar, April 26-27,2011) • The Effective Witness, Best Practices (SCCAI 431d Annual Litigation Seminar, November 17, 2010) Representative Appraisal Assignments Recent assignments have Included the following: • The valuation of over 100 properties, primarily partial acquisitions, to accommodate the construction of an electric power transmission line. • Consulting assignment to provide insights into some of the issues that faced our client, the Don Bosco Technical Institute and whether its Board should pursue the concept of sale of portions of their property. Our report contained two major divisions: the division of the property and marketing and sale Issues. • A study concerning assessments versus market trends In the West Contra Costa Unified School District (WCCUSD) and City of Concord areas. We were provided Assessors data for parcels within the WCCUSD area and the City of Concord for the 2009/2010 to 2013/2014 years (five years). Our task was to design and carry out a study to measure changes in the assessed values for various property types receiving assessment reductions against changes In price levels In the marketplace over the same period, analyze the results and report to our client. • Received an assignment and provided an appraisal for acquisition purposes of a 2,500-acre fully entitled solar power generating site near Mojave, California. A 25O-megawatt PV solar project was contemplated for the site. • Lea Associates was retained by the lessees/homeowners of approximately 50 sites on the beachfront in Ventura County. The analysis required market value opinions for the home sites, as well as market rent estimates for rent resetting under the terms of a long-term ground lease. Testimony in arbitration followed. • An assignment to provide the valuation for a private pipeline easement to be acquired from an Arizona municipality. The appraisal in this case was utilized in negotiations relative to an existing petroleum product pipeline. arra rlea@irr.com —818.290.5427 25J-105 Integra Adam M. Bogorad, MAI LosAnelee ty Resources 16030 Ventura Boulevard Experience Suite 620 Mr. Bogorad, Director, joined INTEGRA REALTY RESOURCES — LOS ANGELES In January 2008 and has Encino, CA 91436-4473 been a licensed real estate appraiser since 2005. His past work Includes the completion of appraisals for a wide variety of property types, including major commercial, Industrial, office, multi -residential T 818.290.5400 projects, and special -use properties. He has worked on many high-profile right-of-way projects, F818.290.5401 Including the California High Speed Rail project, the Los Angeles Metro Expo Une expansion, and the Redondo Beach King Harbor revitalization, among many others. His work also encompasses litigation wwwJrr.com/losangeles support related to potential value diminution, eminent domain, and other Issues. Prior experience In the financial services Industry offers Mr. Bogorad an Insight Into economic factors that Impact the real estate markets. Mr. Bogorad has qualified as an expert witness In the Superior Court of California and has testified during trial. In 2015 Mr. Bogorad was Invited to be a guest presenter at the International Right of Way Association (IRWA) Annual Education Conference in San Diego. In 2017 Mr. Bogorad was nominated as a member of the Education Subcommittee for the Southern California Chapter of the Appraisal Institute. Professional Activities Member: Appraisal Institute (MAI No. 479923) Licensed: California Certified General Real Estate Appraiser No. AGO38741 Licensed: California Real Estate Salesperson No. 01423238 Accredited: Provider of Continuing Legal Education (CLE) (The State Bar of California) Designated: Expert Witness In the Superior Court of California Education BA., Communications (with emphasis in Business/Economics), University of California, Santa Barbara Successful completion of the following courses and seminars: • Advanced Applications (Appraisal Institute) • Advanced Income Capitalization (Appraisal Institute) • Advanced Residential Applications and Case Studies (McKissock) • Advanced Sales Comparison and Cost Approach (Appraisal Institute) • Appraisal Principles (Allied) • Appraisal Procedures (Allied) • General Appraiser Income Approach (Appraisal Institute) • General Appraiser Report Writing and Case Studies (Appraisal Institute) • General Market Analysis and Highest and Best Use (Appraisal Institute) • National USPAP Course (Allied) • Real Estate Agency (Premier) • Real Estate Appraisal Principles(Allied) • Real Estate Appraisal Procedures(Allied) • Real Estate Ethics (Premier) • Real Estate Fair Housing (Premier) • Real Estate Finance (CaliforniaLicense.com) • Real Estate Law (Dynasty) • Real Estate Practice (CalifomiaLicense.com) • Real Estate Principles (CaliforniaLicense.com) • Real Estate Trust Fund Handling (Premier) • Residential Appraiser Site Valuation and Cost Approach (McKissock) • Residential Market Analysis and Highest and Best Use (McKissock) • Residential Report Writing and Case Studies (McKissock) • Residential Sales Comparison and Income Approaches (McKissock) • Risk Management (Dynasty) • Statistics, Modeling, and Finance (McKissock) Llirr abogorad@irr.com —818.290.5418 25J-106 Adam M. Bogorad, MAI LoseAn eleslty Resources g 16030 Ventura Boulevard Representative Appraisal Assignments Suite 620 • California High Speed Rall: Completed appraisals of full acquisitions and partial acquisitions Encino, CA 914364473 (with severance and mitigation damage studies) for various property types Including agricultural, commercial, Industrial, residential, railroad corridors, and other special purpose 7818.290.5400 property appraisals, throughout the Central Valley in California. F 818.290.5401 • 1.5 Widening, Mission Viejo: Completed appraisals for various property types, Including commercial, residential, industrial, and special purpose, prepared directly for Caltrans. envw.irr.comPosangeles • 1-405 Widening, Westminster: Completed appraisals for various property types, Including parcels within the Westminster Mall for the freeway widening project, with OCrA as the client. • City of Riverside Metrolink Station: Completed appraisals of residential and industrial properties for the purpose of expanding a Metrolink station in the City of Riverside. • Metropolitan Transportation Authority of the County of Los Angeles — Purple Line Corridor: Completed appraisals for hotel properties in Beverly Hills being impacted by the proposed subterranean Purple Line Metro corridor. irrO abogorad@irr.com — 818.290.5418 25J-107 William Larsen, SR/WA Integr Resources Los Anageleslty Experience 16030 Ventura Boulevard Suite 620 Mr. Larsen, Director, has been actively engaged In commercial real estate valuation since 1985 and Encino, CA 91436.4473 has been with INTEGRA REALTY RESOURCES — LOS ANGELES since 2001. He has substantial experience completing appraisals and related valuation studies for use In eminent domain, assessment appeal, T818.290.5400 litigation, audit, purchase price allocation, and investment decisions. He has appraised all major F818.290.5401 property types and has completed appraisal assignments in over 15 states. Special studies have addressed complex land valuation Issues, leasehold/leased fee allocations, analysis of historic www.irr.comAosangeles properties, value diminution from seismic and/or environmental conditions, the valuation of billboards and their underlying ground leases, and the analysts of possessory Interests. Major right-of-way assignments have included acquisition appraisals for freeway widening, grade separation, utility system upgrade and expansion, and transit station development. These assignments have included the analysis of full fee takings and partial acquisitions. Partial acquisitions have Included temporary construction easements and various types of permanent surface, subsurface and aerial easements. Valuations of partial acquisitions Included consideration of severance damages and project benefits. Mr. Larsen has participated in the portfolio valuations for corporate acquisition and loan loss reserve purposes, Including an analysis done for a $5.2 billion acquisition of a Los Angeles-based insurance company. Mr. Larsen was a Director of Irvine-based Institutional Property Valuation, providing condemnation appraisal and litigation support services to a public agency clientele from 1995 to 2001. Previously, Mr. Larsen was with Farmers Insurance Group as a Real Estate Investment Manager and commercial property appraiser from 1987 to 1995. He is a Senior Right of Way Professional (SR/WA) with the International Right of Way Association (IRWA). Professional Activities Licensed: California Certified General Real Estate Appraiser No. AGO14297 Registered: Environmental Assessor, 1996-2001, State of California Environmental Protection Agency Member: Chair of IRWA Annual Valuation Committee 2017-2018 and 2008-2013, Co-Chair 2014-2016, Chapter 1 President 2010, Chapter 1 Professional of the Year 2015, IRWA International Director 2009-2011, Chapter 1 Board Member 2004-2018, Member of International Transportation Committee Practicing Affiliate: Appraisal Institute Speaker: Acquisition Appraisal of Large Multi-Property Projects, IRWA Chapter 1 Valuation Seminar Speaker: Historic Theaters, Appraisal of Special Purpose Properties Seminar, Southern California Chapter of the Appraisal Institute Speaker: Financial Criteria In Public Sector MSW Site Acquisition, California State University, Fullerton, Department of Environmental Sciences Speaker: Case Study: CERCLA Cost Recovery Action, UCLA Department of Engineering, Environmental Sciences Education M.B.A., Finance, University of California, Los Angeles B.A., Liberal Arts, State University of New York, Albany Environmental Sciences Program, Department of Engineering, Environmental Sciences Division, University of California, Los Angeles Extension Mr. Larsen has successfully completed the following Appraisal Institute and IRWA courses and/or exams: • Condemnation Appraising: Advanced Topics and Applications(Appraisal Institute) • Uniform Standards of Federal Land Acquisition/Yellow, Book (Appraisal Institute) • The Appraisal of Partial Acquisitions(IRWA) irra wlarsen@irr.com — 818.290.5428 25J-108 William Larsen, $R/WA I LoseAnmeleslty Resources g • Problems In the Valuation of Partial Acquisitions (IRWA) 16030 Ventura Boulevard • Easement Valuation (IRWA) Suite 620 • Legal Aspects of Easements (IRWA) Encino, CA 91436-4473 • Reviewing Appraisals In Eminent Domain (IRWA) • Eminent Domain Law Basics (IRWA) 7818.2905400 • MAI Comprehensive Examination F81&290.5401 • Highest and Best Use and Market Analysis (Appraisal Institute) • Advanced Sales Comparison and Cost Approaches (Appraisal Institute) vAvw.irr.com/iosangeies • Appraising from Blueprints and Specifications(Appraisal Institute) • Real Estate Appraisal Principles (Appraisal Institute) • Basic Valuation Procedures (Appraisal Institute) • Capitalization Theory and Techniques, Parts A & B (Appraisal Institute) • Case Studies In Real Estate Valuation (Appraisal Institute) • Report Writing and Valuation Analysis (Appraisal Institute) • Standards of Professional Practice, Parts A, B & C (Appraisal Institute) • Federal and State Laws and Regulations (Appraisal Institute) • Principles of Land Acquisition (IRWA) • Principles of Real Estate Engineering (IRWA) • Engineering Plan Development and Application (IRWA) He has attended the following seminars and workshops: • Legislative and Judicial Update (Joint IRWA/Appraisal Institute) • Surveying 101, Parts 1 and 2 (IRWA) • Reviewing Surveys and Descriptions(IRWA) • Wireless and Right of Way (IRWA) • Annual Valuation Seminar (IRWA Chapter 1, 2003-2014) • Valuation Issues In Eminent Domain In the Current Market (Appraisal Institute) • ABC's of Direct and Inverse Condemnation (Appraisal Institute) • Eminent Domain Year in Review(Appraisal Institute) • Uniform Standards of Professional Appraisal Practice Update • Litigation Seminar(Appraisal Institute) • Contemporary Approaches to Land Valuation (Appraisal Institute) • Appraisal of Entitled and Unentitled Land (Appraisal Institute) • Environmental Issues In Land Valuation (Appraisal Institute) • Appraising Special Purpose Properties (Appraisal Institute) • Impact of Detrimental Conditions (Appraisal Institute) • Transportation Innovations In Southern California (Appraisal Institute) Expert Testimony Testified extensively on real estate valuation Issues in depositions associated with cases scheduled to be heard In Los Angeles County Superior Court, United States District Court, Central District; and United State Bankruptcy Court, Central District. Representative Appraisal Assignments • Project Manager In valuation of partial interests to be taken from 16 industrial properties, Los Angeles River Ecosystem Restoration Project. • Project Manager In valuation of ten acquisition parcels for South Milliken Avenue Grade Separation Project, Ontario. Interests appraised Included full and partial takings. • Project Manager in valuation of multiple excess land parcels resulting from widening of Santa Ana Freeway (interstate 5) in Buena Park. • Project Manager In valuation of multiple acquisition parcels for widening of San Diego Freeway (Interstate 405) In Brentwood, Los Angeles County. Interests appraised Included permanent partial takings and aerial, footing, and temporary construction easements. Properties subject to takings Included a hotel, office building, industrial building, special purpose property, multi -family residential building, and entitled multi -family residential development site. wlarsen@irr.com —818.290.5428 25J-109 William Larsen, $R/WA Integra Realty Resources Los Angeles • Project Manager in valuation of 52 acquisition parcels for Valley Boulevard Grade Separation 16030 Ventura Boulevard Project, Los Angeles. Appraisals included six fee simple and 46 partial takings. Properties subject to Suite 620 partial takings Included an active railroad corridor and industrial, retail, and residential properties. Encino, CA 91436-4473 • Project Manager in valuation of acquisition parcels for Expo Rall transit station sites located in Los Angeles, West Los Angeles, and Santa Monica. T 818.290.5400 • Project Manager in valuation of acquisition parcels for tACMTA Regional Connector Transit F818.290.5401 Project, Downtown Los Angeles; and Crenshaw/LAX Transit Corridor Project sites located in Los Angeles and Westchester. www.irr.com/losangeles • Project Manager in valuation of 24 parcels for public utility easement acquisitions In downtown Riverside. Interests appraised were permanent partial takings required for the replacement of 4,000 -volt underground cables with higher capacity 12,000 -volt systems. • Project Manager in valuation of acquisition parcels for three Fontana USD proposed school sites: high school no. 5 site, 43 properties; high school no. 5 alternate site, 35 properties; and middle school no. 8 site, 34 properties. • Valuation of parcels subject to temporary construction easements acquired In the seismic retrofit of the historic Victoria Avenue Bridge, Riverside. • Project Manager in valuation of distribution warehouses including Skechers operations center located at 29800 Eucalyptus Avenue, Moreno Valley (1,837,272 square feet of rentable area on 85 -acre site), 13135 Napa Street, Fontana (830,000 square feet of rentable area), 3100 South Milliken Avenue, Eastvale (759,260 square feet), and 4100 East Mission Boulevard, Ontario (760,158 square feet). • Reuse appraisals of three parcels located in downtown Riverside. Parcels were valued subject to redevelopment project area development restrictions. • Valuation of 3,200 -acre master -planned parcel of land characterized by gently to steeply sloping topography in Unincorporated Riverside County, east of the City of Moreno Valley; valuation of 2,254 -acre parcel including the Moreno Highlands Specific Plan area, Moreno Valley; valuation of 1,664 -acre parcel, Moreno Valley; valuation of 1,417 -acre parcel of undeveloped mountainous land, Malibu, and valuation of 663 -acre parcel of undeveloped mountainous land, Beaumont. • Appraisal of four motels and two retail properties for acquisition by a redevelopment agency. Subsequent to the client's acquisition of the properties, Mr. Larsen appraised the cleared and assembled site, which was Intended for construction of three high-rise hotels — Harbor Boulevard hospitality corridor, Orange County. • Valuation of a community shopping center in litigation associated with construction work stoppage. Property was subject to 80t tenant leases and contained 410,000 square feet of leasable area on a 49 -acre site — Murrieta Towne Center, Murrieta. Valuation of Festival Shopping Center, a 204,000 square foot community center on a 20 -acre site, Moreno Valley. • Valuation of 315,000 -square -foot mixed-use property including a high-rise office building, five - story parking structure, multiplex theater, and In-line retail space at the southwest corner of Beach Boulevard and Warner Avenue, Huntington Beach. • Valuation In litigation of office park containing 327,000 square feet of leasable area on a 14 -acre site — Corporate Center at Malibu Canyon/Malibu Canyon Business Park, Calabasas • Valuation In litigation of residential properties potentially impacted by slope failures In Brentwood, South Pasadena, and San Juan Capistrano. Valuation in litigation of waterfront residence Impacted by subsurface seawall deterioration, Huntington Beach. • Valuation in construction defect litigation - residential property in Palos Verdes. • Project Manager in valuation for acquisition of 147 ownerships in residential condominium complex, Rialto. • Valuation of Camino Real Chevrolet Dealership, improved with 44,200 square feet of building area on 3.63 -acre site, Monterey Park. Valuation of EI Monte Shopping Center Including Longo Toyota dealership, EI Monte. Valuation of Center Acura dealership, Sherman Oaks. • Appraisal of commercial and Industrial properties located within proximity to Port of Los Angeles to establish the market rate of return to be used as a basis to establish the rentals to be paid by tenants entering Into leases at the Port of Los Angeles. • Valuation for lease negotiation purposes of land to be leased by the State of California and City of Santa Monica to a private beach club. The land Is located seaward of the mean high tide line in Santa Monica. r 1rr. wlarsen@irr.com — 818.290.5428 25J-110 Ryan J. Dobbins I Integra Realty Resources Los Angeles 16030 Ventura Boulevard Experience Suite 620 Mr. Dobbins, Associate Director, has been with INTEGRA REALTY RESOURCES — LOS ANGELES since Encino, CA 91436-4473 2002. Property types which he has appraised Include industrial buildings, shopping centers, office buildings, apartment buildings, proposed luxury high-rise condominium complexes, subdivisions, T818.290.5400 mobile home parks, hotels/motels, healthcare properties, funeral homes, gas stations, performing F 818.290.5401 arts theaters, shipping terminals and other types of waterfront property, industrial, commercial and residential acreage, agricultural land, mountainous and hillside acreage, utility and transportation viww.irr.com/losaurgeles corridors, and single-family residences. Major assignments of special purpose properties include an offshore marine terminal, a major airport parking facility, a former hospital campus designated as a historic landmark, and a duty-free retail shopping outlet Immediately adjacent to the busiest International land border crossing In the world. He Is experienced In providing real estate appraisal, analysis, and research services for many federal, state, county, and municipal agencies. Mr. Dobbins also provides valuation services to local and national lenders, institutional Investors, corporations, law firms, and Individual property owners. He has completed a wide range of specialized studies Including value diminution (from both internal and external Influences), market demand, feasibility, severance damages, assessment allocation, adaptive reuse analyses, and the valuation of partial Interests including leasehold, leased fee, possessory interests, and minority Interests. Professional Activities Licensed: California Certified General Real Estate Appraiser No. AG029385 Practicing Affiliate: Appraisal Institute, Southern California Chapter Member: International Right of Way Association Education M.S., Counseling Psychology, California Lutheran University B.A., History, California Lutheran University Appraisal Institute Courses Completed: • Course 410—Uniform Standards of Professional Appraisal Practice, Part A • Course 420— Business Practices and Ethics • Course 510—Advanced Income Capitalization • Course 520—Highest and Best Use and Market Analysis • Course 530—Advanced Sales Comparison and Cost Approaches • Course 540— Report Writing and Valuation Analysis • Course 550—Advanced Applications • Course 710—Condemnation Appraising. Principles and Applications International Right of Way Association Courses Completed: • Course 104—Standards of Practice for the Right of Way Professional • Course 410— Reviewing Appraisals in Eminent Domain • Course 800—Principles of Real Estate Law Other Courses and Seminars: • Appraising the Appraisal: Appraisal Review(Appraisal Institute, 2012) • Annual Litigation Seminar (Appraisal Institute, 2011, 2012, 2013, 2014, 2015) • Appraising Distressed Commercial Real Estate (Appraisal Institute, 2008) • Uniform Appraisal Standards for Federal Land Acquisitions (Yellow Book) (Appraisal Institute, 2007) • Evaluating Commercial Construction (Appraisal Institute, 2007) • Appraising Special Purpose Properties Seminar (Appraisal Institute, 2005) • Contemporary Approaches to Land Seminar(Appraisal Institute, 2005) • ARGUS Power User Training (Realm, 2004) • Real Estate Finance (University of California, Los Angeles, 2003) irrm rdobbins@irr.com — 818.290.5432 25J-1'11 Ryan J. Dobbins L osIntegra An eleslry Resources Representative Appraisal Assignments 16030 Ventura Boulevard Suite 620 • Appraisal services for multiple federal border crossing expansion projects along the California Encino, CA 91436-4473 border with Mexico. The most significant project included the appraisal of 19.011 acres of land under nine ownership entities for the San Ysidro Border Station and Reconfiguration Project The T 818.290.5400 purpose of the appraisal was for the acquisition of land and existing Improvements to expand the F 818.290.5401 busiest international border crossing in the world, located between San Ysidro, California, and Tijuana, Mexico. www.irr.com/losangeles • Appraisal services related to an oil company which was negotiating a rental rate with the California State Lands Commission (CSLC) for the leasing of an offshore marine terminal near EI Segundo, California, and a separate assignment used for negotiating a rental rate with the CSLC for a long wharf in Richmond, California. • Appraisal services for various entities Involved in Tax Assessment Appeals, of particular interest is the Hilton Glendale. The assignment included the valuation of a full-service, 19-story, 351-guest room hotel In Glendale, California. A key component of the assignment included the Identification of the fair market value of the going concern and the separation of business value (or non -taxable elements). Other tax assessment appeal assignments have included hospitals; a major brewing facility; port terminals In Los Angeles, Long Beach, San Diego, and Richmond; a 1- million-square-foot distribution warehouse; a luxury resort on the Palos Verdes Peninsula; and a major coastal development site. • Multiple residential subdivision appraisal assignments for lender clients, major national developers, and as parts of national portfolios. One noteworthy assignment included the appraisal of a detached, single -family residential estate development In Chatsworth, California. Approximately two-thirds of the development had been constructed and the client was Interested In determining if the remainder of the continuation of development was feasible In a downturning residential market. The analysis included an in-depth market analysis, addressing absorption rates, construction costs, and forecasting future home sale prices. rdobbins@irr.com —818.290.5432 Ll 25J-112 Integra Realty Resources Jerardo Arciniega Los Angeles Experience 16030 Ventura Boulevard p Suite 620 Mr. Arciniega, Senior Analyst, has been appraising real property since 2005. He is responsible for real Encino, CA 91436-4473 estate analysts, data collection and studies Including Interviewing buyers, sellers, brokers and tenants with regard to the details of transactions and market conditions, as well as report writing for narrative 7818.290.5400 appraisal assignments wnceming all major real estate categories. Property types which he has F818.290.5401 appraised include retail, office, and industrial buildings, apartments, single-family residences, mobile home parks, gas stations, nurseries, renewable energy sites, self -storage facilities, and special purpose wwwirr.comAosangeles properties. He has worked on many high-profile right-of-way projects, Including Los Angeles Metro Purple Line expansion, the State Route -91 Corridor Improvement Project, among many others. His work also encompasses litigation support related to potential value diminution, eminent domain, and other issues. He has successfully appraised properties for various client groups such as public agencies (Los Angeles Department of Water and Power, Metropolitan Water District, Metropolitan Transit Authority, cities of Riverside, Culver City, and South Gate), financial Institutions, law firms, and individual property owners. In addition, he has represented property owners in assessment appeal cases. Professional Activities Licensed: California Certified General Real Estate Appraiser No. AG042445 Candidate for Designation: Appraisal Institute, Southern California Chapter Member: International Right of Way Association Education B.A., Economics (Cum Laude), California State University, Northridge Continuous participation In classes and seminars in pertinent study areas. Appraisal Institute courses completed: • Appraisal Principles (110) • Appraisal Procedures (120) • Residential Market Analysts and Highest and Best Use (200) • Statistics, Modeling, and Finance • General Appraiser Income Approach (403G), Part I • General Appraiser Income Approach (4046), Part II • General Appraiser Sales Comparison Approach • General Appraiser Site Valuation and Cost Approach • General Appraiser Report Writing and Case Studies • General Appraiser Market Analysis and Highest and Best Use • Real Estate Finance Statistics and Valuation Modeling • Advanced Concepts and Case Studies • Advanced Income Capitalization • Quantitative Analysis • Advanced Market Analysis and Highest & Best Use Representative Appraisal Assignments • The valuation of three properties in Century City for the Los Angeles County Metropolitan Transportation Authority. The assignments Included partial and full acquisition as part of the Purple Une Subway Extension Project; • The valuation of a single-family residence in Beverly Hills as part of an Assessment Appeal case. Mr. Arciniega represented an out-of-state property owner at the hearing and the assessment of the property was reduced by over thirty-five percent • The appraisal of an approximately 4,250 -acre property Improved with a vehicle test track facility. The assignment Included a highest and best use analysis, including the possibility of renewable energy redevelopment; • A valuation assignment of approximately 140 properties in the Mojave Desert for partial and full acquisition. 1rr0 jarciniega@irr.com —818.290.5416 25J-113 Jerardo Arciniega Integra Realty Resources Los Angeles • A valuation of 70 easements and partial takings In Burbank. The take areas primarily consisted of 16030 Ventura Boulevard land under public rights-of-way. The Across -the -Fence valuation method was utilized. Suite 620 • A valuation of 11 properties throughout Los Angeles County Including high-rise office buildings, Encino, CA 91436-4473 Industrial buildings, and a golf course, as part of an analysis of Proposition 8 Assessment reductions. 7 818.290.5400 • A valuation assignment of 40 service stations throughout Los Angeles, Orange, Ventura and San F 818.290.5401 Bernardino counties. • A valuation for the U.S. Department of Justice in a case Involving the acquisition of four sections v+ww.irr.cam/losangeles of land in Imperial County which was leased to the United States and used as part of a bombing range. • The valuation of the leasehold estate of three properties situated in Marina Del Rey. The analysis Included researching rental rates and occupancy rates for boat slips and dry storage lots, as well as sales and leases of restaurant, retail, and office space. • Retention by CBRE for a mse Involving a 300,000 -square -foot Industrial building located in the Los Angeles westside area. The case involved a valuation as of three dates of value. 6Renirve studies of highest and best use, probability of zoning change and valuation were required. 1rr® Jarciniega@irr.com —818.290.5416 25J-114 Susan O. Gordon Integra Realty Resources Los Angeles 16030 Ventura Boulevard Experience Suite 620 Ms. Gordon, Senior Analyst with INTEGRA REALTY RESOURCES — LOS ANGELES, has been appraising Encino, CA 91436-4473 real property since 2006. Her experience valuing diverse property types Includes vacant residential, Industrial, and commercial land as well as utility corridors, agricultural land Including orchards, 7818.290.5400 Industrial buildings, retail storefronts, mini -malls and shopping centers, office buildings and business F 818.290.5401 parks, affordable/subsidized residential apartment complexes, high-rise apartment buildings in mid - construction, single-family residential estates, healthcare properties, gas stations, mortuaries, and wunvArr.com/losangeles other special purpose properties. Ms. Gordon has successfully appraised properties for various client groups such as public agencies (cities of Bell, Palmdale, Pasadena, Culver City, Riverside, County of Los Angeles, Metropolitan Transit Authority, Department of Water and Power, Metropolitan Water District), utility providers, financial Institutions, law firms, accountancy firms, corporations, and Individual property owners. Professional Activities Licensed: California Certified General Real Estate Appraiser No. AG040748 Practicing Affiliate: Appraisal Institute, Southern California Chapter Education BA., Social Ecology/Pre-Law, University of California, Irvine (Dean's List) State of California credit for completion of the following Appraisal Institute and other credentialed courses and seminars: • Eminent Domain and Condemnation (2016) • General Appraiser Report Writing and Case Studies (2015) • Federal and State Laws and Regulations (2014) • General Appraiser Market Analysis and Highest and Best Use (2014) • 7 -Hour National USPAP Course (2008, 2010, 2012, 2014, 2016) • Appraising Complex Properties (2014) • Case Studies in Appraising Green Residential Buildings (2015) • Introduction to Green Buildings: Principles and Concepts (2015) • General Appraiser Income Approach Parts 1 and 2 (2015) • General Appraiser Site Valuation and Cost Approach (2014) • General Appraiser Sales Comparison Approach(2014) • Real Estate Finance, Statistics and Valuation Modeling (2013) • Litigation Seminar (2014) • Residential Design & Functional Utility (2011) • Business Practices and Ethics (2010) • Residential Property Construction and Inspection (2009) • The New Residential Market Conditions Form (2008) • Appraiser Recruiter to the Stars (2007) • Do You Know What to Look At and For In Property Observation?(2006) • Low Income & Market -Rate Housing Considerations for Appraisers (2006) • 1S -Hour National USPAP Course (2005) • Residential Market Analysis and Highest & Best Use (2005) • Basic Appraisal Procedures (2005) • Basic Appraisal Principles (2005) Llirre sgordon@lrr.com — 818.290.5412 25J-115 Aaron S. You Integra Realty Resources Los Angeles 16030 Ventura Boulevard Experience Suite 620 Mr. You, Senior Analyst, joined INTEGRA REALTY RESOURCES — LOS ANGELES in 2013. He is a Encino, CA 914364473 candidate for designation of the Appraisal Institute and has appraised improved properties in all major categories: office, retail, Industrial, and multi -family residential, as well as, single-family T818.290.5400 residential and vacant land available for development. Mr. You has successfully completed F818.290.5401 assignments all over Southern and Central California for clients such as the County of Los Angeles, www.irr.com/losangeles Orange County Transportation Authority, City of Riverside, California High Speed Rail Authority, Southern California Edison, City of Inglewood, General Services Administration, and numerous financial Institutions. His recent appraisal work for right-of-way related purposes Includes assignments for the 1.405 Improvement Project, Serrano Creek Water Une Replacement Project, Century Boulevard Mobility Improvement Project, Riverside Transmission Reliability Project, and California High Speed Rail Authority. Mr. You also brings an extensive experience In the real estate and financial markets. His past work experience Includes working as an account executive for a wholesale lender managing residential and commercial transactions. Previously, Mr. You served as a senior funding analyst assisting clients with Investment allocations and funding strategies of corporate assets. This experience In both the real estate and financial services industries provides him with expansive Insight Into economic factors that Impact the real estate markets. Professional Activities Licensed: California Certified General Real Estate Appraiser License No. 3003817 Candidate for Designation Appraisal Institute, Southern California Chapter Licensed: FINRA Investment Company Products/Variable Contracts Representative Series 6 (CRD q: 5564662) Licensed: FINRA Uniform Securities Agent Series 63 (CRD #: 5564662) Education B.A., Psychology (Emphasis in Industrial Organizational Psychology), University of California, Riverside Courses and Seminars Completed: • Advanced Concepts and Case Studies • Basic Appraisal Principles • Basic Appraisal Procedures • Uniform Standards of Professional Appraisal Practice (USPAP) • Appraisal Institute Business Practices and Ethics • Real Estate Finance, Statistics, and Valuation Modeling • General Appraiser Market Analysis and Highest & Best Use • Advanced Market Analysis and Highest & Best Use • General Appraiser Sales Comparison Approach • General Appraiser Site Valuation and Cost Approach • General Appraiser Income Approach, Part 1 • General Appraiser Income Approach, Part2 • General Appraiser Report Writing and Case Studies irr® ayou@irr.com — 818.290.5426 25J-116 Integra Realty Resources Thomas G. Richardson Los Angeles 16030 Ventura Boulevard Experience Suite 620 Mr. Richardson, Senior Analyst, began his career in real estate appraisal in 2012 and joined INTEGRA Encino, CA 91436-4473 REALTY RESOURCES — LOS ANGELES In 2015. His responsibilities with the firm Include researching property sale and lease transactions; Intemlewing buyers, sellers, investors, tenants, and brokers with T 818.29o.S400 regard to the details of those transactions; analyzing and documenting economic and real estate F 818.290.5401 market conditions; examining zoning, general plan, and other land -use control documents as applicable to appraisal assignments; and Incorporating the presentation of his research efforts in www.irr.com/losangeles appraisal reports. In addition, his experience encompasses appraisal reports of multifamily residences, single and multitenant commercial and industrial properties, including shopping centers, office buildings, warehouses, retail and Industrial condominiums, mixed-use commercial and residential buildings, religious facilities, and various categories of land. His appraisal work has also addressed the Impact to propertyvalue caused byvarious internal and external Influences. His recent appraisal work for right -of -way -related purposes Includes assignments for the 1 405 Improvement Project, Culver -University Improvement Project, Regional Connector Transit Project, Century Boulevard Mobility Improvement Project, Riverside Transmission Reliability Project Centennial Corridor Project, and California High -Speed Rail Authority. Professional Activities Licensed: California Certified General Real Estate Appraiser No. 3004940 Candidate for Designation: Appraisal Institute, Southern California Chapter Education BA., History, University of California, Los Angeles Completed the following courses and seminars: • Advanced Concepts & Case Studies • Basic Appraisal Principles • Basic Appraisal Procedures • Business Practices and Ethics • . Commercial Appraisal Review • Expert Witness for Commercial Appraisers • General Appraiser Income Approach, Part i • General Appraiser Income Approach, Part 11 • General Appraiser Market Analysis and Highest &Best Use • Advanced Market Analysis and Highest & Best Use • General Appraiser Report Writing and Case Studies • General Appraiser Sales Comparison Approach • General Appraiser Site Valuation and Cost Approach • Real Estate Finance, Statistics, and Valuation Modeling • Uniform Standards of Professional Appraisal Practice trichardson@irr.com — 818.290.5408 Ll 25J-117 Response to RFP No. 18-082 for On -Call Right of Way Property Appraisal Services ADDENDUM B Certifications Attachment 3-1: Non -Collusion Affidavit Attachment 3-2: Non -Lobbying Certification Attachment 3-3: Non -Discrimination Certification 25J-118 Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham, that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in aay 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 Noncollusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that malng a False cettifica" may subject the certifier to criminal prosecution. Signed State of California County of WS O-ZlEs Subscribed and sworn to (or affirmed) before me on this Jr day of QC:I 'y 2018, by 8e+ln Reser �i Y1196h , proved to me on the basis of satisfactory evidence to be the person(sf who appeared hefnre me_ Publi gnature ;�. . pEBECCA Y. KIM Notary Public - California m - Los Angeles County z Commission # 2162878 My Comm. Wires Aug18, 2020 Notary Public Seal City of Santa Ana RFP Page A3-1 25J-119 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the eidension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Resources - Los Signed and Printed Name: Beth B. Finestone, MAI, AI-GRS, CRE, FRICS Title Managing Director Date October 4, 2018 City of Santa Ana RFP Page A3-2 25J-120 Appendix ATTACHMNT 3-3: NON-AISCR HNATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant 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 Consultant 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 Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant 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 Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant 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 Consultant 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 Consultant'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 Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant 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 City of Santa Ana RFP Page AM 25J-121 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 Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Beth B. Finestone, MAI, AI-GRS, CRE, FRICS Title: Managing Director Firm: Integra Realty Resources - Los Angeles Date: October 4, 2018 City of Santa Ana RFP Page A34 25J-122 EXHIBIT B Integra Realty Resources Los Angeles Response to RFP No. 18-082 On -Call Right of Way Property Appraisal Services In the City of Santa Ana FEE PROPOSAL Prepared for: City of Santa Ana Attn: Kenny Nguyen Public Works Agency 20 Civic Center Plaza, M36, Ross Annex Santa Ana, CA 92701 October 4, 2018 `e Integra Realty Resources Los Angeles October 4, 2018 16030 Ventura Boulevard 7818.290.5400 Suite 620 F 818.290.5401 Encino, fA 9143BA473 swnv.irr.mm City of Santa Ana Attn: Kenny Nguyen Public Works Agency 20 Civic Center Plaza, M36, Ross Annex Santa Ana, CA 92701 SUBJECT: Fee Proposal for On -Call Right of Way Property Appraisal Services RFP No. 18-082 Dear Mr. Nguyen: We are pleased to present our firm's fee proposal for On -Call Right of Way Property Appraisal Services in the City of Santa Ana. As requested, you will.find enclosed our Schedule of Hourly Rates. More specifically, we have enclosed a Fee Proposal for right of way acquisitions of two specific properties within the City of Santa Ana with a breakdown of fees. Thank you for the opportunity to submit this fee proposal in response to this request for proposal for On -Call Right of Way Property Appraisal Services. Sincerely, Integra Realty Resources — Los Angeles OA2� Beth B. Finestone, MAI, AI-GRS, FRICS, CRE Managing Director BBF/mt Enclosures: as noted 25J-124 Fee Proposal for RFP No. 18-082 for On -Call Right of Way Property Appraisal Services 1 1224 East Warner Avenue (Cherry Aerospace Part Take) This represents an improved industrial property with frontage on East Warner Avenue. For purposes of this cost proposal, we understand that the City wishes to acquire the fee simple interest in a 10 -foot strip of land, measured from the back of the sidewalk (side closest) to the building. There is no mention of a temporary construction easement, which would likely be required so that a new driveway could be poured to access the property In the after condition. Ideally, this would be discussed prior to providing a fee quote. For purposes of this quote, we are assuming that the City will provide a new driveway as a result of the Project. Further, based on our research, the subject larger parcel consists of only APN 016-150-09. Once the assignment Is awarded to us, we would request a copy of the notice of decision to appraise, that the City sent (sends) to the property owner so that we could send out an owner notification letter and Invite the property owner to be present at the time of our Inspection. This letter would be sent via regular mail and by certified mail (return receipt requested). We would meet with the property owner to understand any concerns they have relative to the acquisition Impacting their property and to answer any questions they may have relative to the appraisal process. At the --time of -Inspection, *we would measure any impacted site improvements and make note of any mitigation or cost -to -cure measures that may be required. Based on the information available to us at this time, this is a relatively simple strip take, and we do not foresee any permanent damages to the subject. As such, we propose to appraise the larger parcel as land only, based on Its highest and best use as vacant. This would involve a sales comparison approach only. The concluded unit value for the land associated with the larger parcel would be applied to the area of the acquisition to result in a value for the land associated with the fee take. Please note that per California Eminent Domain Law, project influence is not considered in valuing the subject in the before condition. Next we would value the site Improvements in the acquisition area. Based on aerial photographs, the impacted site improvements include paving, brick planter walls, grass and shrubs (bushes), large mature trees, irrigation, and a building monument sign. Also visible from photographs are water valves and aboveground meters (possibly hydrants) that may be part of the building's fire suppression system. Also noted is a utility installment adjacent to the "Cheng Aerospace" monument sign. The valuation of the site Improvements would include consideration of the following: • We would meet with the Project manager to determine which, if any, of the Improvements will be replaced by the project, such as movement of utilities. Those items that will be covered as part of the Project will be mentioned in our appraisal; however, value will not be awarded to those items. ■ Items that will be removed, but do not require replacing in the after condition (such as asphalt In the take area), are costed based on their depreciated replacement cost. Landscaping Rams, while they may not be replaced, are not depreciated (trees, grass, shrubs, etc.). The value of the land associated with the strip take, added to the depreciated (when appropriate) value of the site Improvements is equal to the value of the parts acquired. Because we have determined that there are no permanent damages to the subject, the value of the remainder as part of the whole is equal to the value of the remainder in the after condition before consideration of benefits. Next we would discuss benefits, if any, that can be quantified. Under California law, benefits can only be used to offset damages, which are unlikely in this case. 25J-125 Fee Proposal for RFP No. 18-082 for On -Call Right of Way Property Appraisal Services 2 The other Item of note that needs to be considered are any mitigation costs or costs to cure that are required. In the case of the subject, it is noted that the property is fenced, with a guard area. It is possible that If a new driveway is poured, there may not be enough stacking room for automobiles to enter the property. If this is the case, we may need to consider the cost of moving the fencing (gate) to allow for proper stacking of automobiles. This could potentially Include relocating the tire puncture devices installed at the property. There Is also the possibility that the existing monument sign would need to be moved. These costs would be Included in our appraisal as a mitigation cost or cost to cure. Our fee quote assumes that these issues can be mitigated for without a negative impact to on-site parking or circulation, The following is a summary of a final valuation table that would be included in the appraisal: Value of the Larger Parcel as Land Only Value of the Permanent Parts Acquired Value of land associated with fee acquisition Value of site Improvements in acquisition area Total Value of the Permanent Parts Acquired Value of the Remainder as Part of the Whole Value of the Remainder in the After Condition Severance Damages Project Benefits Net Severance Damages Total Value of Permanent Parts Acquired Value of Temporary Property Rights Value of TCE Value of Land Component of TCE Value of Site Improvements in TCE Temporary Damages Associated with TCE Total Value of Temporary Acquisitions Cost to Cure/Mitigation Costs Total Fair Market Value of Proposed Acquisitions (Including Damages Mitigation Costs) Our fee to appraise the subject located at 1224 East Warner Avenue, as described above, is $6,000; and our timing is six weeks from engagement and receipt of legal and plats relating to the acquisition as well as receiving a copy of the notice of decision to appraise. Our appraisal report would be prepared in accordance with USPAP, the Caltrans Right of Way Manual, and the California Code of Civil Procedure. 25J-126 Fee Proposal for RFP No. 18-082 for On -Call Right of Way Property Appraisal Services 3 2246 South Evergreen Street (Residential Full Take) Upon award of this assignment we would request a copy of the notice of decision to appraise sent out by the City and would then send out an owner notification letter, inviting the property owner to be present for an inspection of their property. This letter would be sent via regular mail and by certified mail (return receipt requested). We would schedule a time to meet the property owner at the property and be available to answer any questions they have about the appraisal process. We would ask them for any information they have that would be helpful In the valuation process. Often property owners have strong sense of what their property is worth, and many have data that they want us to consider. To develop an opinion of value for the subject as a full acquisition, we would value the property to Its highest and best use, as Improved. In the case of the subject, this is likely, as Improved to a single-family residence (SFR). We would, however, confirm that the property is not worth more as a redevelopment site. Assuming that the highest and best use is for continued use as an SFR, we would value the property using an improved sales comparison approach. Please note that per California Eminent Domain Law, project influence is not considered In valuing the subject. The sales comparison approach would Involve analyzing sales of comparable properties. Factors of comparison that are important are conditions of sale, financing terms, market conditions, location, access/exposure, land area, size of Improvements, number of bedrooms and bathrooms, quality and condition (age), and amenities such as landscaping, pool, etc. Our appraisal will be prepared in conformity with USPAP, the Caltrans Right of Way Manual, and the California Code of Civil Procedure. Our fee to prepare this full acquisition appraisal is $3,500, and our timing is four to six weeks from engagement and receiving a copy of the notice of decision to appraise. 25J-127 Schedule of Hourly Rates Integra Realty Resources Los Angeles 16030 Venlum Boulevard Suite 620 Encino, CA 91436-4473 T 818.290.5400 F 818.290.5401 John G. Ellis, MAI, CRE, FRICS: $400 per hour for appraisal and consulting (Senior Managing Director) $500 per hour for trial preparation and expert testimony vnvw.irr.com/losangeles Beth B. Finestone, MAI, Al-GRS, FRICS, CRE: $375 per hour for appraisal and consulting (Managing Director) $425 per hour for trial preparation and expert testimony Robert M. Lea, MAI $400 per hour for appraisal and consulting (Director) $SOD per hour for trial preparation and expert testimony Adam M. Bogorad, MAI $325 per hour for appraisal and consulting (Director) $350 per hour for trial preparation and expert testimony Other Directors/Senior Consultants: $235 to $265 per hour Senlor Analysts: $185 to $250 per hour Analysts: $140 to $185 per hour Researchers: $95 to $135 per hour Administrative Staff: $80 per hour (For supplemental documentation requests) L11"M 25J-128 REQUEST FOR - COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE THE THIRD AMENDMENT TO THE OC STREETCAR DESIGN COOPERATIVE AGREEMENT (NONGENERAL FUND) (PROJECT NO. 17-6766) (STRATEGIC PLAN NOS. 3,2C & 4B; 6, 1G) CITY MANAGER RECOMMENDED ACTION 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 Authorize the City Manager and Clerk of the Council to execute a third amendment to the cooperative agreement with the Orange County Transportation Authority for design of the OC Streetcar Project, to reflect the joint acquisition of properties for the OC Streetcar Maintenance and Storage Facility site, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION On March 15, 2016, a Design Cooperative Agreement (Agreement) with the Orange County Transportation Authority (OCTA) was approved by City Council for the design of the OC Streetcar Project (Project). The Agreement outlines the general roles and responsibilities between the City of Santa Ana and OCTA for the design phase of the Project. The Agreement was subsequently executed by OCTA on May 9, 2016. A first amendment to the agreement was later approved on April 4, 2017, which slightly revised the scope of the Agreement and adjusted the expenditure plan. On July 17, 2018, a second amendment to the Agreement was approved, which updated the project scope to reflect the transfer of agreed-upon easements to OCTA by the City. The proposed third amendment to the Agreement (Exhibit 1) updates Section 10.2, "Permits," of Exhibit B, "Project Scope," to include provisions for OCTA to move forward in completing the lot consolidation process prior to acquiring fee title of three privately owned parcels the City and OCTA are jointly acquiring for the OC Streetcar Maintenance and Storage Facility (MSF) site. This action will allow the City to issue all design and construction permits required for the MSF site and allows OCTA to continue with the project's construction activities without delay. 25K-1 Third Amendment to OC Streetcar Design Cooperative Agreement December 18, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet the following Strategic Plan Goals: 1. 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 including: The Fixed Guideway Project, Santa Ana Regional Transportation Center Master Plan, Complete Streets and General Plan Circulation Element update). 2. Goal #3 - Economic Development, Objective #4 (continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment destination), Strategy B (create a comprehensive program to manage parking that includes innovative strategies to provide parking, create revenue and enhance accessibility in the downtown). 3. 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; e.g., transit vision, street car, fixed guideway project, SARTC master plan, Bristol Street widening, neighborhood streets, traffic improvements, park facilities, sport fields, soccer fields, senior centers, bike master plan, etc.). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. —v Fuad S. weiss, PE, PLS Minh ai Executiv Director Executive Director Public W rks Agency Planning and Building Agency Exhibit: 1. Design Cooperative Agreement Amendment No. 3 25K-2 1' 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 AMENDMENT NO.3 TO COOPERATIVE AGREEMENT NO. C-5-3583 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SANTA ANA FOR THE DESIGN PHASE OF THE OC STREETCAR PROJECT THIS AMENDMENT NO.3 Is effective this day of . 2018, by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public entity of the State of California (hereinafter referred to as "AUTHORITY'), and the City of Santa Ana, a charter city and a municipal corporation (hereinafter referred to as "CITY"), each individually known as "Party" and collectively referred to as "Parties". WITNESSETH: WHEREAS, AUTHORITY and CITY entered into Cooperative Agreement No. C-5,3583, dated August 1, 2015 (the "Agreement'), as last changed by Amendment No. 2 dated August 15, 2018 for support of the design phase of the OC Streetcar, and WHEREAS, the AUTHORITY and CITY agree that the AUTHORITY will provide the necessary funds to acquire the specified properties necessary for construction and operation of OC Streetcar, and WHEREAS, the AUTHORITY and CITY are jointly delivering the OC Streetcar project including jointly acquiring property rights needed to construct the Maintenance and Storage Facility site; and WHEREAS, AUTHORITY and CITY are in the process of acquiring three privately owned parcels required for the design and construction of the Maintenance and Storage Facility site. The design of the Maintenance and Storage Facility site shall also require the need for a portion of two separate parcels located within the Pacific Electric Right of Way currently owned by AUTHORITY; and EXHIBIT 1 Page 1 of 3 L,.ICamm1CLERICALIWORDPROCIAGREe MENDMM353583.dux 25K-3 1 2 3 4 5 B 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 AMENDMENT NO.3 TO AGREEMENT NO. C-5-3583 WHEREAS, AUTHORITY and the CITY mutually agree to modify Exhibit B "Project Scope° to Include additional language to address design and construction permits to be Issued prior to completion of the required lot consolidation process; and WHEREAS, AUTHORITY and the CITY mutually agree to include added indemnification language limited to permits issued prior to completion of the lot consolidation process; and WHEREAS, the CITY's City Council approved this Amendment No. 3 on _ and NOW, THEREFORE, it Is mutually understood and agreed upon by the AUTHORITY and CITY that the Agreement is hereby amended in the following particulars only: 1. Amend Exhibit B, °Project Scope"to incorporate Exhibit B, 'Project Scope, Amendment No. T, which is attached hereto and by this reference, made part of the Agreement. 2. The AUTHORITY s indemnification obligation appearing in Section 9.6. of the original Agrgement No. C-53583 shall be extended to include any and all liabilities, actions, suits, claims, demands, losses, costs, judgements, arbitration awards, settlements, damages, demands, orders, penalties and expenses including legal costs and attorney fees inured by the CITY in connection with or arising from CITY s issuance of any design, construction, grading, or building permit hereunder, prior to completion of the lot consolidation process. Page 2 of 3 L•\CaMMICLERICALMORDPROCl4GREEW MENDNM353583.dowc 25K-4 I 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 22a 024 25 26 AMENDMENT NO.3 TO AGREEMENT NO. C-5-3583 The balance of said Agreement remains unchanged. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to Agreement No. C-53583 to be executed on the date,first above written. CITY OF SANTA ANA ORANGE COUNTY TRANSPORTATION AUTHORITY Raul Godinez II City Manager APPROVAL AS TO FORM: By: onia Carvalho city Attomey By: Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency ATTEST: By: Maria D. Huizar City Clerk Dated: By . Meana Katakia Manager, Capital Projects APPROVAL AS Page 3 of 3 'L*%;w=XCLEPoCALWORDPROCIAORMM ENOWM353583.d= 25K-5 AMENDMENT NO. 3TO COOPERATIVE AGREEMENT NO. C-5-3583 PROJECT SCOPE EXHIBIT B PROJECTSCOPE Modify as follows: 1. ADD THIRD PARAGRAPH TO PARAGRAPH 10.2 PERMITS, AS FOLLOWS: 10.2 PERMITS By executing this Agreement, the CITY agrees to use Its best efforts to facilitate all necessary authority, permission, and permits to enable the AUTHORITY to construct the Project as set forth herein. The CITY and the AUTHORITY acknowledge that the intent of this Agreement is to incorporate the majority of the CITY's requirements with respect to the permit the AUTHORITY must obtain to construct the Project However, before the AUTHORITY begins construction, the AUTHORITY shall apply for and the CITY agrees to not unreasonably withhold such pernit(s). The AUTHORITY, and/or its Construction Contractor(s), shall not be charged for the CITY's fixed cost permit issuance fees for building and street work permits deemed necessary for the Project. AUTHORITY and CITY desire to move forward with the project's construction activities without delay. The CITY agrees to Issue all design and construction permits required for the Maintenance and Storage Facility site prior to completion of the lot consolidation process. AUTHORITY will be required to consolidate the five separate parcels in compliance with all CITY requirements, however CITY agrees the consolidation process shall not be completed until AUTHORITY obtains fee title of the three privately owned parcels. Once the fee titles for the Maintenance and Storage Facility properties are transferred to AUTHORITY, the AUTHORITY will finalize the lot consolidation process In accordance with CITY requirements. The CITY will issue the grading and building permits to meet construction schedule milestones and related activities. 29K-6 REQUEST FOR COUNCIL ACTION A III C941•111�[911111111Jd=1 =11111l.[Cl B7_11114 DECEMBER 18, 2018 TITLE: APPROVE A MONTH-TO-MONTH AGREEMENT EXTENSION WITH TSCM CORPORATION FOR PRESSURE WASHING SERVICES AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER (STRATEGIC PLAN NO. 6, 1, C) CITY kANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 20d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute an agreement extension with TSCM Corporation to provide power washing and sweeping services at the Santa Ana Regional Transportation Center on a month-to-month automatic extension basis, effective January 1, 2019, in an amount not to exceed $2,975 per month for up to six months, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Regional Transportation Center (SARTC) is a transit hub that offers Amtrak, Metrolink, Orange County Transit Authority, and other bus and taxi services, with nearly 3,000 commuters passing through each day. The City maintains this facility for the traveling public, SARTC visitors, and tenants. On December 16, 2014, the City Council approved the execution of a two-year agreement with TSCM with two one-year renewal options to provide power washing and sweeping services at SARTC. The term of the agreement commenced on January 1, 2015, and will expire on December 31, 2018. To ensure the continued services, staff recommends extending the current agreement terms on a month-to-month basis while staff evaluates the level of service needed, given current utilization of the facility, and to allow for a new Request for Proposals (RFP) to be issued. Staff anticipates releasing an RFP for power washing and sweeping services in early January 2019. 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 25L-1 Approve Month -to -Month Extension of TSCM Agreement December 18, 2018 Page 2 assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds in the amount not to exceed $17,850 are budgeted and available for expenditure in FY 2018-19in the Public Works SARTC Operations Maintenance and Repair — Building and Grounds account (No. 06717650-62320). APPROVED AS TO FUNDS AND ACCOUNTS: 0 Vv Fuad S. eiss, PE, PLS Kathryn b� Executiv Director Executive Director Public W ks Agency Finance and Management Services Agency FSS/MLM/GPL Exhibit: 1. Agreement 25L-2 FIRST AMENDMENT TO AGREEMENT TO PROVIDE POWER WASHING AND SWEEPING SERVICES AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER THIS FIRST AMENDMENT to the above -referenced agreement is entered into on December 18, 2018, by and between TSCM Corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement No. A-2014-355, dated January 1, 2015, by which Consultant agreed to provide power washing and sweeping services at the Santa Ana Regional Transportation Center ("Agreement"). The original term of the Agreement was for two years, with two additional one-year extensions exercisable by the City. B. The City exercised both extensions, meaning that the Agreement remains in effect through December 31, 2018, C. The parties now wish to amend the Agreement to further extend the term of the Agreement on a month-to-month basis and to increase the funds to be expended to cover this extension. The Parties therefore agree: 1. Section 3, Term, is amended to extend the term of the Agreement on a month-to-month basis for up to six months, effective January 1, 2019. Monthly extension shall be automatic unless the City provides notice of termination in accordance with Section 12. 2. Section 2, Compensation, is amended to include the sum not to exceed $2,975 for each month by which the Term of the Agreement is extended, up to a period of six months. 3. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect. IN WI'T'NESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. MARIA D. HUIZAR Clerk of the Council RAUL GODINEZ II City Manager - signatures continue on next page - Exhibit 1 25L-3 APPROVED AS TO FORM CONSULTANT SONIA R. CARVALHO City Attorney BY , JC&IN M. FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL FUAD S. SWEISS, PE, PLS Executive Director Public Works Agency Name: Title: Page 2 of 2 25L-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: AMEND COOPERATIVE AGREEMENT WITH OCTA FOR KRAEMER BOULEVARD/ GLASSELL STREET/GRAND AVENUE TRAFFIC SIGNAL SYNCHRONIZATION PROJECT (PROJECT NO. 13-6790) (STRATEGIC PLAN NO. 6, 1B) 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 the first amendment to the cooperative agreement with Orange County Transportation Authority for the Kraemer Boulevard/Glassell Street/Grand Avenue Traffic Signal Synchronization Project, to extend the term of the agreement for an additional six months effective until June 30, 2019, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION On May 6, 2014, Council approved a cooperative agreement with the Orange County Transportation Authority (OCTA) to implement Traffic Signal Synchronization and related improvements along the Kraemer Boulevard/Glassell Street/Grand Avenue corridor, bounded by Lambert Road on the north and Dyer Road on the south. OCTA is the lead agency for the project. The amendment will extend the cooperative agreement an additional six months to allow OCTA to finalize the two-year monitoring phase, as required by the project funding. The time extension will also allow sufficient time to process financial obligations with all participating agencies. The extended agreement will expire on June 30, 2019. 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 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). 25M-1 Amend Cooperative Agreement for Traffic Signal Synchronization Along the Kraemer/Glassell/Grand Corridor December 18, 2018 Page 2 ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT no fiscal impact associated with this action. ing Fuad Sweiss, PE, PLS Execute a Director Public kWorks Agency FSS/EWG/TH/CR Exhibit: 1. Amendment No. 1 to Cooperative Agreement No. C-3-2084 25M-2 1 2 3 4 s 6 7 8 9 to 11 12 13 14 1s 16 17 18 19 20 21 22 23 24 25 26 Exhibit 1 AMENDMENT NO.1 TO COOPERATIVE AGREEMENT N0, C-3.2084 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND THE CITIES OF PLACENTIA, ANAHEIM, BREA, ORANGE, AND SANTA ANA FOR THE KRAEMER BOULEVARD/GLASSELSTREET/GRAND AVENUE REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROJECT THIS AMENDMENT NO.- 1 is made and entered Into this day of 2018, by and between the Orange County Transportation Authority, ("AUTHORITY"), and the Cities of Placentia, Anaheim, Brea, Orange, and Santa Ana (hereinafter referred to as the "PARTICIPATING AGENCIES"), WHEREAS, by Agreement No. C-3-2084 dated May 6, 2014, AUTHORITY and PARTICIPATING AGENCIES entered into a cooperative agreement for the coordination of traffic signals across multiple jurisdictional boundaries as a part of the Renewed Measure M (M2) Regional Traffic Signal Synchronization Program Project P (Project P) to enhance countywide traffic flow and reduce congestion; and WHEREAS, AUTHORITY and PARTICIPATING AGENCIES agree to extend the term of the agreement for an additional six (6) months to June -30,-2019, NOW, THEREFORE, it is mutually understood and agreed that Agreement No. C-3-20134 is hereby amended in the following particulars only: 11 / Page 1 of 6 L,ICammICLERICALIW OROPROCAGREE4IMEND1AM132084.d= 25M-3 1 2 3 4 s c 7 8 9 10 11 12 17 14 is 16 17 18 19 20 21 22 23 15 X. ML 26 AMENDMENT NO.1 TO COOPERATIVE AGREEMENT NO. C-3-2084 KRAEMER BOULEVARDIGLASSELL STREET/GRAND AVENUE - RTSSP 1. Amend ARTICLE 9. ADDITIONAL PROVISIONS, page 9 of 16, Paragraph A, line 5, to delete 'December 31, 2018", as the expiration date of the Agreement and In lieu thereof, insert "June 30, 2019". The balance of Agreement No. C-3-2084 remains unchanged. This Amendment shall be made effective upon execution by all parties. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Agreement No. C3-2084 to be executed on the date first above written. CITY OF PLACENTIA ORANGE COUNTY TRANSPORTATION AUTHORITY Bv: Chad P. Wanke Mayor ATTEST: Bv: Patrick J. Melia City Clerk APPROVED AS TO FORM: Bv: Christian L. Bettenhausen City Attorney Date: By: Meena Katakia Manager, Capital Projects APPROVED AS TO a Page 2 of 6 L:kCamm%CLERICAL%WORDPROCWGREEWJ END%AM 132084.doa 25M-4 Counsel 2 3 4 5 61 7 8 9 to 11 12 13 14 is 16 17 18 19 20 21 22 23 24 25 26 AMENDMENT NO. I TO COOPERATIVE AGREEMENT NO. C-3-2084 KRAEMER BOULEVARD/GLASSELL STREET/GRAND AVENUE -RTSSP IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Agreement No. C-3.2084 to be executed on the date first above written. CITY OF ANAHEIM By: Tom Taft Mayor ATTEST: By: Linda N. Andal Clerk of the Board APPROVED AS TO FORM: By: Robert Fabela City Attomey Date: Page 3 of 6 L:1Camm1CLERICAL\WORDPROCWGREEIAMENDMM132084.domc 25M-5 1 2 3 4 s G 7 s 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 AMENDMENT NO.1 TO COOPERATIVE AGREEMENT NO. C-3-2084 KRAEMER BOULEVARDIGLASSELL STREETIGRAND AVENUE - RTSSP IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Agreement No, C-3-2084 to be executed on the date first above written. CITY OF BREA By: Cecilia Hupp Mayor ATTEST: Bv: Lillian Harris -Neal City Clerk APPROVED AS TO FORM: By:, James L. Markman City Attorney Date: Page 4 of 6 L%Camm1CLERICAL%WORDPRCCWGREEWJIENDWM192084.docx 25M-6 2 3 4 S 6 7 s 9 10 it 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 AMENDMENT NO. 1TO COOPERATIVE AGREEMENT NO. C-3-2084 KRAEMER BOULEVARD/GLASSELLSTREET/GRAND AVENUE -RTSSP IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Agreement No. C-3-2084 to be executed on the date first above written. CITY OF ORANGE By: Teresa E. Smith Mayor ATTEST: By: Mary E. Murphy Clerk of the Board APPROVED AS TO FORM: By: Wayne W..Wlnthers City Attorney Date: Page 5 of B L:ICamm%CLENCALIWORDPROCWGREE4IMENDAM132084.doex 25M-7 0 1 2 3 4 5 6 7 s 9 to 11 12 13 14 15 16 17 1s 19 20 21 22 23 24 25 26 AMENDMENT NO. I TO COOPERATIVE AGREEMENT NO. C-3-2084 KRAEMER BOULEVARDIGLASSELL STREET/GRAND AVENUE - RTSSP IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Agreement No. C-3-2084 to be executed on the date first above written. CITY OF SANTA ANA By: Raul Godinez II City Manager ATTEST: By: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: By:. v. is R.. Carvalho City Attorney Date: Page 6 of 6 L•Kamm%CLER1CALWORDPROCIAGREEkAMENDWM132084.dooc 25M-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE AN AMENDMENT TO THE SOLID WASTE SERVICES AGREEMENT WITH WASTE MANAGEMENT OF ORANGE COUNTY TO ADDRESS IMPLEMENTATION OF ASSEMBLY BILL 1826 MANDATES (STRATEGIC PLAN NO. 4, 1) IIAA � C Y MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on ls' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the proposed Amendment to the Fourth Amended and Restated Agreement for Collection and Handling of Solid Waste with Waste Management Collection and Recycling, Inc. (dba Waste Management of Orange County), that mitigates potential enforcement action by CalRecycle and promotes participation by commercial and multi -family locations in mandatory organics recycling through the establishment of an incentivized commercial recycling program to address implementation of Assembly Bill 1826 mandates, subsidized by the City at a cost not to exceed $627,312, including a 20 percent contingency, for the remaining term of the agreement, beginning January 1, 2019, through June 30, 2021, including an optional one-year extension, if needed, subject to nonsubstantive changes approved by the City Manager and the City Attorney. DISCUSSION On December 5, 2017, City Council approved the Extension of Fourth Amended and Restated Agreement with Waste Management Collection and Recycling, Inc. (dba Waste Management of Orange County). The extension included programming to address the unfunded State legislative mandates for commercial/multi-family recycling, Assembly Bill 341 (AB 341); and commercial organics recycling, Assembly Bill 1826 (AB 1826). It provided for immediate implementation, bringing the City into compliance with State requirements for education and outreach programming. In 2018, the State of California (CalRecycle) increased enforcement of AB 341 to require program implementation. This resulted in the City being formally referred to the CalRecycle Jurisdiction Compliance Unit (JCU) in early 2018. Because the City had begun implementing education and outreach programming, and since the extension agreement with Waste Management (WM) already included commercial recycling services at rates lower than solid waste services rates, significant implementation is occurring. By demonstrating this level of 25N-1 Approve Amendment to the Solid Waste Agreement and Appropriation Adjustment December 18, 2018 Page 2 compliance, the City anticipates that the JCU will not recommend further compliance action, and the City will continue to avoid fine assessments related to AB 341. However, as of April 2018, the City is currently under preliminary review by the JCU for AB 1826 commercial organics recycling noncompliance. Education and outreach programming without program implementation will not be sufficient to protect the City from formal referral and potential fines assessment. Organics recycling comes at a significant cost (i.e., containers, trucks, staffing, processing, and disposal, etc.). The City's extension agreement allowed WM to set rates for organics recycling services. The current rate, which reflects the actual cost of providing the service, is significantly more than the rate for equivalent solid waste collection services in the City of Santa Ana. Even when combined with comprehensive education and outreach, program participation continues to be minimal and does not meet the mandates of AB 1826. To avoid formal referral to the JCU and potential assessment of fines, the organics recycling program needs rates that will incentivize participation. Many Orange County cities are achieving the highest AB 1826 compliance by designing programming that includes a financial incentive. Of 20 Orange County cities surveyed, 14 cities, or 70%, (Exhibit 2) provided reduced rates as an incentive to businesses to implement organics programs and to help achieve AB 1826 compliance. Staff is recommending approval of an amendment to the extended solid waste services agreement that establishes a new commercial organics recycling program that combines education and outreach with a reduced rate incentive of 50% of the cost of comparable solid waste service. The proposed organics rate incentive would allow businesses to incorporate organics recycling service and to comply with AB 1826 without experiencing significant disposal cost increases. The new program would begin on January 1, 2019, and continue through the end of the extended solid waste services agreement (June 30, 2020) or until the end of the optional one-year extension (June 30, 2021), if exercised. The total cost, including the optional extension, is estimated to be $522,760. An additional 20% contingency of $104,552 will be set aside, should participation exceed estimates. Continued AB 1826 programming will be a component of the Scope of Work for the new solid waste services Request for Proposals. STRATEGIC PLAN ALIGNMENT Approval of the 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. However, increased recycling activity will divert materials from the landfill, thus extending the life of the landfill system and recovering valuable recyclable resources. FISCAL IMPACT The estimated cost for the new commercial organics recycling program is $522,760 plus a 20% contingency of $104,552, for a total of $62J1�_Ynds are available for expenditure in Fiscal Approve Amendment to the Solid Waste Agreement and Appropriation Adjustment December 18, 2018 Page 3 FISCAL IMPACT The estimated cost for the new commercial organics recycling program is $522,760 plus a 20% contingency of $104,552, for a total of $627,312. Funds are available for expenditure in Fiscal Year 2018-19 in the Sanitation Fund -Contract Services Professional account (No. 01117643- 62300). As part of the Fiscal Year 2019-20 Budget, a reconciliation of Refuse Enterprise revenues will be completed to identify the balance available for this and other General Fund uses. The estimated spending plan is as follows: FISCAL YEAR PROGRAM COST CONTINGENCY TOTAL FY 2018-19 $40,6101 $8,1221 $48,732 FY 2019-20* $177,130 $35,426 $212,556 FY 2020-21* $305,020 $61,004 $366,024 TOTAL: $522,760 $104,552 $627,312 'Increased annual Program Cost reflects increased mandated ABI826 implementation thresholds. APPROVED AS TO FUNDS AND ACCOUNTS: Fuad S. Weiss, PE, PLS Kathryn Downs, CPA ExecutIrks Director Executive Director Public Agency Finance and Management Services Agency FSS/MLM/CK Exhibits: 1. Amendment to the Fourth Amended and Restated Agreement 2. Survey of OC Cities' AB 1826 Program Funding Mechanisms 25N-3 25N-4 AMENDMENT TO FOURTH AMENDED AND RESTATED AGREEMENT FOR COLLECTION AND HANDLING OF SOLID WASTES GENERATED, PRODUCED AND/OR ACCUMULATED IN THE CITY OF SANTA ANA This AMENDMENT TO FOURTH AMENDED AND RESTATED AGREEMENT FOR COLLECTION AND HANDLING OF SOLID WASTES GENERATED, PRODUCED AND/OR ACCUMULATED IN THE CITY OF SANTA ANA ("Amendment") is made and entered into this 18th day of December, 2018 by and between the CITY of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("CITY") and Waste Management Collection and Recycling, Inc., a California corporation dba Waste Management of Orange County ("CONTRACTOR!). RECITALS A. 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 ("C1WMA"), 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. B. In the opinion of the City Council of the City of Santa Ana, the public health, safety and well-being 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. C. On June 30, 1993, CITY and CONTRACTOR entered into an agreement for such Solid Waste collection and handling. D. 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. E. On June 1, 1996, CITY 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" with Great Western Reclamation, a division of CONTRACTOR, to effectuate the new curbside service collection program. F. On June 19, 1997, CITY 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" with Great Western Reclamation, a division of CONTRACTOR, to clarify the responsibilities associated with the collection, handling, and processing of solid waste collected by CONTRACTOR. Exhibit 1 Page 1 of 4 25N-5 G. On April 3, 2005, CITY entered into 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., a division of CONTRACTOR, 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. H. On June 20, 2017, CITY entered into a Fourth Amended and Restated Agreement with USA Waste of California, Inc., a division of CONTRACTOR, to incorporate the provisions of previous amendments and to clarify, update and realign other provisions of the Agreement, No. A-2006-071-01 ("Fourth Amended Agreement") I. Effective December 5, 2017, the Parties entered into an extension of the Fourth Amended Agreement, No. A-2017-342, and added certain other provisions, including new programs to increase recycling throughout the CITY, measures to ensure continued compliance with state diversion requirements, and clarification of CONTRACTOR's correct legal name. The Fourth Amended Agreement remains in effect through June 30, 2020 and may be extended through June 30, 2021 by mutual agreement of the Parties. J. The Parties now wish to farther amend the Fourth Amended Agreement to include additional provisions that the Parties have agreed to for the balance of the term of the Fourth Amended Agreement, including any extension period, if any. The Parties therefore agree: 1. REDUCED RATE COMMERCIAL ORGANIC WASTE RECYCLING SERVICES: Effective January 1, 2019, CONTRACTOR shall offer commercial organic recycling services to each business within City, as the term "business" is defined by California Public Resources Code section 42649.8, at a reduced rate of fifty percent (50%) of the solid waste collection service rates for equivalent service levels, as depicted by Exhibit 1 and as thereafter established in accordance with the Fourth Amended Agreement. On a monthly basis, CONTRACTOR shall provide the CITY a listing of all businesses receiving organics recycling service together with account number, address, size of containers serviced, number of containers serviced, and level of service provided. For each such business, CITY will pay CONTRACTOR a monthly sum equal to the actual total monthly cost of providing organics waste recycling service. less the reduced monthly rate paid by the business to CONTRACTOR. 2. Except as modified by this Amendment, all terms and conditions of the Fourth Amended Agreement, as extended, remain in fall force and effect. X N Page 2 of 4 25N-6 IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Fourth Amended Agreement on the date and year first written above. ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO, City Attorney By: J N M. FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL FUAD S. SWEISS, PE, PLS Executive Director Public Works Agency Page 3 of 4 25N-7 CITY OF SANTA ANA RAUL GODINEZ II City Manager CONTRACTOR Name: Title: Description of Service Levels Solid Waste Monthly Organics Monthly Collection Rate per Bin (50% of Solid Waste Rate) Organics Monthly Description of Service Levels $48.99 Collection Rate per $ 173.66 Collection Rate per 2 YARD BIN X 3/WEEK $ 249.24 Cart 2 YARD BIN X 4/WEEK Cart (50%of Solid $162.39 2 YARD BIN X 5/WEEK $ 400.40 $200.20 Waste Rate) 64 GALLON CART X 1/WEEK $ 46.75 $ 23.37 64 GALLON CART X 2/WEEK $ 81.62 $ 40.81 64 GALLON CART X 3/WEEK $ 116.57 $ 58.28 64 GALLON CART X 4/WEEK $ 151.53 $ 75.76 64 GALLON CART X S/WEEK $ 186.43 $ 93.22 64 GALLON CART X 6/W EEK $ 233.16 $ 116.58 Description of Service Levels Solid Waste Monthly Collection Rate per Bin Organics Monthly Collection Rate per Bin (50% of Solid Waste Rate) 2 YARD BIN X 1/WEEK $ 97.98 $48.99 2 YARD BIN X 2/WEEK $ 173.66 $86.83 2 YARD BIN X 3/WEEK $ 249.24 $124.62 2 YARD BIN X 4/WEEK $ 324.78 $162.39 2 YARD BIN X 5/WEEK $ 400.40 $200.20 2 YARD BIN X 6/WEEK $ 509.61 $254.81 Page 4 of 4 25N-8 25N-9 m m m m OI m U 0 0 0 0 0 0 Z N N N N N N Q J J J 6 6 6 1 6 2 1 Q Q Q Q Q¢ OV 000000 Q z Q z z z Z Z Z Z Z Z m 0 0 0 0 0 0 ¢ H H H H r H G } mm 0 0 m 0 m 0 m 0 m 0 u N w � a a a n a a m F S Y 0 Y 0 Y 0 Y 0 Y 0 Y 0 Y 0 -0,-010-1-01-010- 0 Y 0 Y 0 Y 0 Y 0 Y 0 Y 0 - 0 0 Y>}}}}> 0 m w m r m ti m m S m n i¢¢¢ m m =W V I m m m U_ a U_ m>> U V V a� V S aD oD-a2 i.3 otl M oD on i 00 of x10 U U u 3 3 U U 3 Ulu 3 w 0 0 0 w 3 a a a rc a "-' m mmm ammm vii u�i ai a � a a Q m c m 0 ei o ei N rl n ei a rl o 0 0 to o m o 0 e1 o N m ei o e1 m ei m m N m N m x 0 0 0 0 0 0 . 0 . 0 . . 0 0 . . 0 . 0 0 0 0 0 0 0000 0 0 0 0 0 E g N N N N N N N N N N N N ry N N N N N N N N N baa Y Qm a N ory amnom v v, m No moingn 0000 n m� n rvmm vi n m mmmrvmNmti In vii 2 N $ H C a Fa N U 000 a E a a a �+ E E E > > EEE E?? E? a m� m v a a a by o Y, b a,� v j '� C C L° m u w m m c c c pav H £ a a a v U U p U s LSSS O �0S Q ££$ as t. m 5 m y+ v, o o g> c c 3 m m m g m m q b 8 g b a 3 3 3 3 3 3 C V1 N VI N VI V1 LL 3333^3333�s�s3�����3u° .r N N N N Y 1O N `g _ m m X X 0 aF a" X X 0 r+ E E E' 1'+ E E E" ii Yi O 0 N 0 1l1 0< JI Q Z 0 VI 0 Yf 0 Vf 0 of Z Q m N ¢ ¢ m N m V1 Q m VI m VI m VI Q ¢ C Lp L j u 3.0 m r a s 0 5 m c c LL A c' c a a d> n m Q w�1 c Y a m uo f c '2 g vo m S 25N-9 25N-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE OF FIRE/EMERGENCY MEDICAL SERVICES, EMERGENCY AMBULANCE TRANSPORTATION AND RELATED SERVICES AGREEMENT WITH CARE AMBULANCE SERVICE, INC. {STRATEGIC PLAN NO. 1, 5} CITY M NAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute and agreement with CARE Ambulance Services, Inc. to provide emergency ambulance transportation and related services for an initial 5 -year term ending December 31, 2023, in an amount not to exceed $22,967,616 with provisions for two optional extensions: a 3 -year extension beginning January 1, 2024 and ending December 31, 2026, in an amount not to exceed $17,028,204, followed by a final 2 -year extension beginning January 1, 2027 and ending December 30, 2028 in an amount not to exceed $12,521,712 for a total agreement amount not to exceed $52,517,532, including renewal options, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Competitive Process for Exclusive Operating Area #20 for Ambulance Service Pursuant to the California Emergency Medical Services (EMS) act, only the County may create Exclusive Operating Areas (EOA) for the provision of ambulance services. The City of Santa Ana was established as EOA No. 20 and, until the April 20, 2012 transition to the Orange County Fire Authority (OCFA), was not required to conduct the competitive process for selection of an ambulance service provider as the City's 9-1-1 transportation service was provided by City firefighter personnel prior to 1980 and therefore the City was exempt from the EMS statute that requires the competitive process. City of Santa Ana Public Safety — Fire and Emergency Services The City's fire and emergency services structure is comprised of three separate entities, each with its own distinct set of responsibilities and services which are provided to the City. Since April 20, 2012, the City has contracted with OCFA for emergency fire services while the transportation services are handled by Care Ambulance Service, Inc. ("CARE") personnel and vehicles. The billing and collections of said services are handled by the Wittman Enterprises, LLC ('Wittman"). 250-1 Approval of Fire/EMS Emergency Ambulance Transportation & Related Services Agreement with CARE Ambulance Service, Inc. December 18, 2018 Page 2 CARE Ambulance Service, Inc. (2012 - 2018 Agreement) The current agreement with CARE, entered into pursuant to a competitive Request for Proposals (RFP) selection process, commenced on September 20, 2012 and covered an initial three (3) year period ending September 20, 2015. The City in concurrence with OCFA, exercised its option to extend the original agreement twice for additional one (1) year terms, respectively on September 3, 2015 (A-2012-196-01) and again on August 11, 2016 (A-2012-196-02). The agreement was further extended in concurrence with OCFA on September 5, 2017 for an additional period commencing September 20, 2017 and ending June 30, 2018 (A-2012-196-03) with the option for a final additional six (6) month term ending December 31, 2018. To accommodate a thorough and deliberate RFP process in association with OCFA, this final extension option was exercised in concurrence with OCFA on May 29, 2018. Subsequently, on August 21, 2018, Mayor and City Council authorized staff to issue Requests for Proposals (No. #18-059) for Emergency Ambulance Transportation and Related Services. Since its founding in 1969, CARE has become the oldest and largest provider of emergency ambulance transportation services in Orange County. Currently, CARE operates five 24 hour units and two peak hour units on a daily basis in the City of Santa Ana. Throughout the term of its contract CARE has continued to meet or exceed key performance measures such as: . • Maintained 97% response time compliance standard • All -back up calls for service handled by CARE vehicle's • Have never used Mutual Aid providers • Vehicles maintain computer aided dispatch (CAD) to CAD connection with OCFA Request for Proposals # 18-059: Fire/EMS Emergency Ambulance Transportation and Related Services (RFP). Given the significance of emergency ambulance transportation services, in order to ensure that the City receives proposals from qualified and experienced 9-1-1 providers, RFP No. #18-059 set high standards with respect to provider experience, operational systems, vehicle maintenance/records, personnel training/records, and patient care/transport system design but also allowed providers the opportunity to submit complimentary proposals with additional innovative services and potential cost -savings. The following descriptions are the key components of the RFP: 1. Scope: Provide sufficient number of ambulances to respond to 100% of the 9-1-1 call volume within response time requirements. 2. Experience Requirements: Must have recent and comparable 9-1-1 transport experience to 80% of 2017 call volume. 3. Response Requirements: Bidder must strictly adhere to the following minimum requirement response times at a quarterly compliance rate of ninety percent (90%) in each Code 2 and Code 3 Categories, which are reported separately: a. Code 2 — Response times must not exceed fourteen (14) minutes, fifty-nine (59) seconds. Code 3 — Response times mwZ-51pq)_Zceed nine (9) minutes, fifty-nine (59) seconds. v L Approval of Fire/EMS Emergency Ambulance Transportation & Related Services Agreement with CARE Ambulance Service, Inc. December 18, 2018 Page 3 4. Vehicles: Selected provider will be required to provide and incur all costs (including fuel, storage repair maintenance costs) for Type III ambulances for Tier I and Tier II service. 5. Billing: City will retain billing authority/responsibility for all calls and transports within the City of Santa Ana. 6. Bid Submittal Cost: Proposal must be all inclusive for all First, Second, and Mutual Aid Emergency Transportation Services within the City of Santa Ana. 7. Housina: Bid submittal should assume ambulances will not be housed within City owned facilities or property. Release of RFP #18-059 & Pre -submission Conferences On August 28, 2018, the Finance and Management Services Agency (FMSA) released the RFP on the City's online bid portal (PlanetBids) seeking emergency ambulance transportation and related services. According to PlanetBids, the following actions occurred: Vendors notified 147 Santa Ana vendors notified 0 Vendors Downloaded RFP 10 As part of the RFP, an optional Pre -Submission Conference took place on October 3, 2018 and was attended by two bidders: CARE and Doctor's Ambulance Service ("Doctor's"). During the optional Pre -Submission Conference (attended by both bidders), City and OCFA staff answered pre - submitted questions. A bidder request for enhanced 2017 call volume data, beyond that preliminarily provided by OCFA, resulted in the need to call a second pre -bidders conference to disseminate this data which was provided by the Orange County Emergency Medical Services (OCEMS) Agency, a comprehensive and un -biased source. As a result, a mandatory Pre - Submission conference was held on October 25, 2018 to disclose said call volume data to all bidders. The mandatory second Pre -Submission Conference was attended by both bidders, CARE and Doctor's. Bid Proposal Submission & Public Openin4 On October 31, 2018, proposals were received from two providers: CARE and Doctors. During the bid opening, the following information was released and made public with both bidders present: • RFP number • Submission date • General description of services to be provided • Name of bidders • Amounts proposed: o Annual contract price o Not to exceed amount per month o Complimentary billing (optional) Proposal Grading Panel & Criteria 250-3 Approval of Fire/EMS Emergency Ambulance Transportation & Related Services Agreement with CARE Ambulance Service, Inc. December 18, 2018 Page 4 The subsequent proposals were evaluated by a Proposal Grading Panel comprised of five staff members from the following agencies: FMSA (3), Santa Ana Police Department (1) and OCFA (1). The Proposal Grading Panel members reviewed and ranked each proposal separately from one other based on the criteria and grading scale established in the RFP. The following evaluation criteria with a maximum 500 point scale was utilized by the Proposal Grading Panel to rate each proposal: Criteria A. Experience of the Proposer B. Operational Systems C. Patient Care/Transport System Design D. Personnel Training and Records E. Financial Analysis (Cost to the City) F. Vehicle Maintenance and Records Points 0-100 0-100 0-100 0- 75 0- 75 0- 50 500 maximum points The listed criteria requirements were assigned a point scale based on the item's relative importance. The final score was derived by averaging the individual members' ranking for each category and then reaching a cumulative score. Using this methodology, the highest average cumulative score would reflect the best proposal. Proposal Grading Panel Evaluations & Bidders Presentations The proposals from the two bidders were evaluated by the Proposal Grading Panel members for assessment and scoring. The Proposal Grading Panel members each submitted their own preliminary scoring to the Supervising Buyer of the Purchasing Department prior to the oral in- person presentations. Presentations from bidders occurred on November 8, 2018, and served as an opportunity to highlight key points of their proposal and to respond to clarification requests from the grading panel based on information contained within the RFP submittals. As such, bidders were instructed not to present new content or information not contained in their respective RFP submittals. Proposal Grading Panel Rankings & Recommendation The Proposal Grading Panel final rankings of the submitted RFP responses to Request for Proposals # 18-059: Fire/EMS Emergency Ambulance Transportation and Related Services are as follows: 250-4 Approval of Fire/EMS Emergency Ambulance Transportation & Related Services Agreement with CARE Ambulance Service, Inc. December 18, 2018 Page 5 RFP # 18-059: Fire/EMS Emeraencv Ambulance Transportation and Related Services The RFP submittal by CARE met all the criteria and required services contained within the RFP. Additionally, based on the highest points total in the above table, CARE is the bidder with the highest ranking. In addition to maintaining a fleet of dedicated emergency vehicle units and maintaining a greater than 97% response compliance standard, CARE is committed to the following service enhancements: • On -board language translation services (200 languages) • First provider in Orange County to carry automated external cardiac compression devices • Electronic patient care records with document scanning • Road safety and video recording • Transport of injured SAPD K -9's Therefore, staff recommends that CARE be retained to continue providing emergency transportation services. STRATEGIC PLAN ALIGNMENT Approval of this item assists the City in meeting Goal #1 Community Safety, Objective #5 (Provide high quality Police and Fire/Emergency Medical Services response within the City of Santa Ana). 250-5 Average Score Evaluation Criteria / Possible Points Care Ambulance Service Doctor's Ambulance Experience / 0 - 100 98 92 Operational Systems / 0 - 100 98 93 Patient Care/Transport System Design 10 - 100 97 93 Personnel Training and Records / 0 - 75 70 69 Financial Analysis (cost to the City) / 0 - 75 75 67 Vehicle Maintenance and Records / 0 - 50 34 34 Total 471 448 Final Ranking 1 2 The RFP submittal by CARE met all the criteria and required services contained within the RFP. Additionally, based on the highest points total in the above table, CARE is the bidder with the highest ranking. In addition to maintaining a fleet of dedicated emergency vehicle units and maintaining a greater than 97% response compliance standard, CARE is committed to the following service enhancements: • On -board language translation services (200 languages) • First provider in Orange County to carry automated external cardiac compression devices • Electronic patient care records with document scanning • Road safety and video recording • Transport of injured SAPD K -9's Therefore, staff recommends that CARE be retained to continue providing emergency transportation services. STRATEGIC PLAN ALIGNMENT Approval of this item assists the City in meeting Goal #1 Community Safety, Objective #5 (Provide high quality Police and Fire/Emergency Medical Services response within the City of Santa Ana). 250-5 250-6 Approval of Fire/EMS Emergency Ambulance Transportation & Related Services Agreement with CARE Ambulance Service, Inc. December 18, 2018 Page 6 FISCAL IMPACT Funds are budgeted and available in fiscal year 2018-19 and will be budgeted in subsequent fiscal years in the Fire Suppression/EMS account (01115330-62300) as follows: Account No. Fiscal Year Total 01115330-62300 FY 2018-19(January 1, 2019 - June 30, 2019 6 months * $ 1,818,372 FY 2019-20 (July 1, 2019 - June 30, 2020 12 months $ 4,412,016 FY 2020-21 (July 1, 2020 - June 30, 2021 12 months $ 4,578,936 FY 2021-22 (July 1, 2021 - June 30, 2022 12 months $ 4,745,256 FY 2022-23 (July 1, 2022 - June 30, 2023 12 months $ 4,914,000 FY 2023-24 (July 1, 2023 - December 31, 2023 6 months $ 2,499,036 Initial 5 -Year Term - Subtotal $ 22,967,616 FY 2023-24(January 1, 2024 - June 30, 2024 6 months $ 2,728,494 FY 2024-25 (July 1, 2024 - June 30, 2025 12 months $ 5,564,736 FY 2025-26 (July 1, 2025 - June 30, 2026 12 months $ 5,785,608 FY 2026-27 (July 1, 2026 - December 31, 2026 6 months $ 2,949,366 1st 3 -Year Optional Extension Term - Subtotal $ 17,028,204 FY 2026-27(January 1, 2027 - June 30, 2027 6 months $ 3,068,088 FY 2027-28 (July 1, 2027 - June 30, 2028 12 months $ 6,260,856 FY 2028-29 (July 1, 2028 - December 31, 2028 6 months $ 3,192,768 Final 2 -Year Optional Extension Term - Subtotal $ 12,521,712 Total $ 52,517,532 *NOTE. FY 2018-19 expenses reflect negotiated pricing discount of $345,000 for the initial 6 months of agreement. APPROVED AS TO FUNDS AND ACCOUNT:. Kathryn Downs, CPA _4vw Executive Director Finance and Management Services Agency Exhibit: 1. Agreement AR: WH 250-7 250-8 EXHIBIT 1 AGREEMENT FOR FIRE / EMS EMERGENCY TRANSPORTATION SERVICES This Agreement ("Agreement" / "Contract") is made and entered into this 18th day of December, 2018, by and between the CITY OF SANTA ANA of Santa Ana, a municipal corporation located in the County of Orange ("CITY OF SANTA ANA") and CARE Ambulance Service, Inc. Inc., a California corporation, with principal offices at 1517 W. Braden Court, Orange, California ("CONTRACTOR"). City of Santa Ana and CONTRACTOR may each be referred to as "Party' or collectively as the "Parties". RECITALS WHEREAS, CITY OF SANTA ANA issued a Request for Proposals (No. # 18- 059) on August 28, 2018, related to the provision of emergency transportation services in the CITY OF SANTA ANA (the "RFP"). A copy of the RFP is attached hereto and incorporated herein by this reference as Exhibit "A"; and WHEREAS, in response to the RFP, CONTRACTOR submitted a Proposal dated October 31, 2018 (the "Proposal"), a copy of which is attached hereto and incorporated herein by this reference as Exhibit "B"; and WHEREAS, CITY OF SANTA ANA desires to utilize the services of CONTRACTOR to provide primary ambulance transportation services and other related services in accordance with the terms of the RFP and applicable federal, state and local laws; and WHEREAS, CONTRACTOR is an ambulance provider fully licensed and otherwise qualified to perform the work required by this Agreement, and was selected by CITY OF SANTA ANA following evaluation of proposals submitted in response to the RFP. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein contained, the Parties hereby agree as follows: 1. Contract Documents and Order of Precedence A. This Agreement shall consist of the following documents: (a) this Agreement; (b) the CITY OF SANTA ANA's RFP, (c) and the CONTRACTOR's Proposal. This Agreement, the RFP, and the Proposal, shall be hereinafter collectively referred to as the "Contract Documents". The Contract Documents constitute the entire agreement between the Parties. This Agreement contemplates that CONTRACTOR will do whatever is required to perform the work in accordance with the terms of the Contract Documents and in accordance with any applicable governmental laws and regulations, whether specifically identified in the Contract Documents or not. Should any inconsistency be found to exist 250-9 between the aforesaid Contract Documents and this written Agreement, the provisions of this Agreement shall control. B. All provisions of the Contract Documents shall be binding on CONTRACTOR. In the event there is any discrepancy between the terms and conditions of one or more of the aforementioned Contract Documents, the Order of Precedence shall be used to resolve the discrepancy unless both parties mutually agree in writing to an alternative decision. The Order of Precedence for these documents shall be as follows: 1) First, this Agreement (together with any Amendments thereto). 2) Second, the RFP. 3) Third, the Proposal. C. The Parties acknowledge and agree that in the event of a material conflict or inconsistency between the terms and conditions of CITY OF SANTA ANA's RFP incorporated herein as Exhibit A and/or CONTRACTOR's Proposal incorporated herein as Exhibit B, the terms specified in the Recitals of this Agreement shall control. 2. Scope of Work A. In exchange for the compensation to be provided by CITY OF SANTA ANA to CONTRACTOR, CONTRACTOR will perform all of the services described in this Section for CITY OF SANTA ANA. The details of the services to be provided by CONTRACTOR are described in detail in the Contract Documents. Those services shall include the provision of all 9-1-1 Emergency Transportation Services, including but not limited to the First Tier Service and the Mutual Aid Service (as defined below), together with the provision of any labor, material, supplies and equipment related to the provision of those services, and any other duties, obligation or services required of CONTRACTOR in the Contract Documents. (All of the services to be provided by CONTRACTOR under this Agreement shall be hereinafter collectively referred to as the "9-1-1 Emergency Transportation Services"). CONTRACTOR shall perform the 9-1-1 Emergency Transportation Services in accordance with the terms and conditions contained in this Agreement, and as described in Contract Documents. B. All emergency transportation personnel assigned by CONTRACTOR or by the Mutual Aid Provider to perform 9-1-1 Emergency Transportation Services under this Agreement shall be hereinafter referred to as the "Transportation Personnel". C. Without limiting CONTRACTOR's obligation to comply with all of its duties and obligations under the Contract Documents, the 9-1-1 Emergency Transportation Services to be provided by CONTRACTOR shall include, but shall not be limited to, each of the following: 1. First Tier Service. CONTRACTOR will provide with its own forces a sufficient number of fully equipped ambulances and Transportation Personnel, so 2 250-10 as to provide, in accordance with industry standards and this RFP, all of the CITY OF SANTA ANA's needs for 9-1-1 Emergency Transportation Service, being able to respond 24 hours a day 7 days a week to all 911 and other emergencies as required (the "First Tier Service" or "First Tier"). The First Tier Service will be designed by CONTRACTOR so as to ensure that there are enough of CONTRACTOR's own ambulances and Transportation Personnel available to meet 100% of the anticipated number of calls for 9-1-1 Emergency Transportation Service in the CITY OF SANTA ANA. The First Tier Service shall meet the response times and all other requirements of this RFP for the 9-1-1 Emergency Transportation Service. Each year thereafter, for the duration of the Term of the proposed Contract, CONTRACTOR will be required to re-evaluate the level of coverage being provided, so as to ensure it is providing the required level of coverage. 2. Mutual Aid Service. CONTRACTOR will also enter into one or more mutual aid agreement(s) with a separate qualified ambulance service provider(s) doing business in Orange County, to provide backup services in the event the First Tier Service is unable to respond to a call for Emergency Services (hereinafter "Mutual Aid Contract," "Mutual Aid Service," or "Mutual Aid"). The company/companies providing the Mutual Aid Service will be hereinafter referred to as the "Mutual Aid Provider." In providing 9-1-1 Emergency Transportation Services the Mutual Aid Provider must meet the same RFP requirements, response times, and otherwise provide the same level of service, as CONTRACTOR is required to provide under the Contract. The Mutual Aid Contract and the Mutual Aid Provider must be approved by the CITY OF SANTA ANA and the Orange County Fire Authority ("OCFA") _prior to provision of any service by CONTRACTOR, such approval not to be unreasonably withheld. The intent of this RFP is that CONTRACTOR will provide a sufficient level of coverage under the First Tier Service, such that services under the Mutual Aid Service will only be needed in rare circumstances, if at all. CONTRACTOR will be solely responsible for paying the Mutual Aid Provider for any services rendered under the Mutual Aid, which amount will be the Mutual Aid Provider's sole compensation for services rendered under the Mutual Aid. D. Basic Life Support and Advanced Life Support. All Transportation Personnel assigned to perform 9-1-1 Emergency Transportation Services under this Contract, whether under the First Tier Service or Mutual Aid Service, will provide Basic Life Support ("BLS") services and transport patients to medical facilities when required. OCFA, in cooperation with the Transportation Personnel, will provide on -scene Advanced Life Support ("ALS") services. E. All Transportation Personnel assigned to perform 9-1-1 Emergency Transportation Service under this Contract, whether under the First Tier Service or Mutual Aid Service, must at all times meet the minimum qualifications as listed in Section 5 of the RFP. 3 250-11 F. This Agreement is subject to annual review based on the criteria specified in the Contract and as outlined herein. The CITY OF SANTA ANA's intent is to contract with and hold accountable those parties working with and on behalf of the CITY OF SANTA ANA of Santa Ana and OCFA in providing 9-1-1 Emergency Transportation Service to the citizens and visitors of Santa Ana. G. CONTRACTOR and the Mutual Aid Provider will provide type III emergency transport (ambulance) vehicles (including all costs related to maintenance, fuel, insurance, repair costs and communication equipment) for all 9-1-1 Emergency Transportation Services provided under the First Tier Service and the Mutual Aid Service. 3. Contract Price and Payment A. CITY OF SANTA ANA shall pay CONTRACTOR on a monthly basis the "Not to Exceed" monthly prorata of the annual fiscal year contract price set forth in subsection 3 below (Contract Price Table) for furnishing the material and doing the prescribed work as set forth in CONTRACTOR's Proposal. 1. CONTRACTOR's sole compensation for providing all 9-1-1 Emergency Transportation Services, specifically including but not limited to the First Tier Service and Mutual Aid Service will be the Contract Price. CONTRACTOR will not be entitled to bill CITY OF SANTA ANA or any of its customers any additional amount for any services provided under this Contract, unless it is first approved in writing by CITY OF SANTA ANA. 2. The payment of the Contract Price includes the provision of the Mutual Aid Service. CONTRACTOR will be solely responsible for compensating the Mutual Aid Provider for any 9-1-1 Emergency Transportation Services it may provide in the CITY OF SANTA ANA under this Contract, which compensation will be at the rate set forth in the Mutual Aid Contract or as otherwise required by law. CONTRACTOR and the Mutual Aid Provider will not have any recourse against the CITY OF SANTA ANA to recover for any 9-1-1 Emergency Transportation Services provided under either the First Tier Service or the Mutual Aid Service, except as specifically authorized in the Contract. CONTRACTOR's sole compensation will be the Contract Price it receives from CITY OF SANTA ANA. In the event of a dispute between the Mutual Aid Provider and CONTRACTOR, the Mutual Aid Provider's sole remedy will be against CONTRACTOR. This fact will be clearly stated in the Mutual Aid Contract, and CONTRACTOR must agree to indemnify and defend CITY OF SANTA ANA against any claims or demands arising out of, or which are in any way related to, any services provided under the Mutual Aid Service. The Mutual Aid Contract will include similar provisions requiring the Mutual Aid Provider to indemnify CITY OF SANTA ANA for any claims or demands made by CONTRACTOR or other parties related to the 9-1-1 Emergency Transportation Services it may provide. 4 250-12 3. Contract Price Table A. CITY OF SANTA ANA will be solely responsible for the billing and collection of all amounts owed by customers/patients provided 9-1-1 Emergency Transportation Services in the CITY OF SANTA ANA, whether for services provided by CONTRACTOR, the Mutual Aid Provider, OCFA, CITY OF SANTA ANA, or their respective employees, agents, volunteers, or subcontractors. CITY OF SANTA ANA, in its discretion, will be free to bill for these services in whatever manner it may deem appropriate, and may combine billings for various services provided. CONTRACTOR and the Mutual Aid Provider will actively cooperate with CITY OF SANTA ANA to provide whatever information or assistance CITY OF SANTA ANA may reasonably require so that it can process customer/patient billings in a timely manner. This will include, but is not limited to, CONTRACTOR providing CITY OF SANTA ANA with a detailed list of all the 9-1-1 Emergency Transportation Services provided by both the CONTRACTOR and the Mutual Aid Provider during the preceding month. The specific information to be provided by CONTRACTOR in the monthly reports will be determined by CITY OF SANTA ANA, and may be modified by CITY OF SANTA ANA from time to time to meet its reasonable needs. Failure to provide accurate information in a timely manner will constitute a material breach of this Agreement. 5 250-13 Fiscal Year Fiscal Year Total Not to Exceed Monthly Price FY 2018-19(January 1, 2019 - June 30, 2019 6 months $ 1,818,372 $ 303,062 FY 2019-20 (July 1, 2019 - June 30, 2020 12 months $ 4,412,016 $ 367,668 FY 2020-21 (July 1, 2020 - June 30, 2021 12 months $ 4,578,936 $ 381,578 FY 2021-22 (July 11 2021 - June 30, 2022 12 months $ 4,745,256 $ 395,438 FY 2022-23 (July 1, 2022 - June 30, 2023 12 months $ 4,914,000 $ 409,500 FY 2023-24 (July 1, 2023 - December 31, 2023 6 months $ 2,499,036 $ 416,506 Initial 5 -Year Term - Subtotal $ 22,967,616 FY 2023-24(January 1, 2024 - June 30, 2024 6 months $ 2,728,494 $ 454,749 FY 2024-25 (July 1, 2024 - June 30, 2025 12 months $ 5,564,736 $ 463,728 FY 2025-26 (July 1, 2025 - June 30, 2026 12 months $ 5,785,608 $ 482,134 FY 2026-27 (July 1, 2026 - December 31, 2026 6 months $ 2,949,366 $ 491,561 1st 3 -Year Optional Extension Term - Subtotal $ 17,028,204 FY 2026-27(January 1, 2027 - June 30, 2027 6 months $ 3,068,088 $ 511,348 FY 2027-28 (July 1, 2027 - June 30, 2028 12 months $ 6,260,856 $ 521,738 FY 2028-29 (July 1, 2028 - December 31, 2028 6 months $ 3,192,768 $ 532,128 Final 2 -Year Optional Extension Term - Subtotal $ 12,521,712 Total $ 52,5171532 A. CITY OF SANTA ANA will be solely responsible for the billing and collection of all amounts owed by customers/patients provided 9-1-1 Emergency Transportation Services in the CITY OF SANTA ANA, whether for services provided by CONTRACTOR, the Mutual Aid Provider, OCFA, CITY OF SANTA ANA, or their respective employees, agents, volunteers, or subcontractors. CITY OF SANTA ANA, in its discretion, will be free to bill for these services in whatever manner it may deem appropriate, and may combine billings for various services provided. CONTRACTOR and the Mutual Aid Provider will actively cooperate with CITY OF SANTA ANA to provide whatever information or assistance CITY OF SANTA ANA may reasonably require so that it can process customer/patient billings in a timely manner. This will include, but is not limited to, CONTRACTOR providing CITY OF SANTA ANA with a detailed list of all the 9-1-1 Emergency Transportation Services provided by both the CONTRACTOR and the Mutual Aid Provider during the preceding month. The specific information to be provided by CONTRACTOR in the monthly reports will be determined by CITY OF SANTA ANA, and may be modified by CITY OF SANTA ANA from time to time to meet its reasonable needs. Failure to provide accurate information in a timely manner will constitute a material breach of this Agreement. 5 250-13 B. The entire proceeds of all such billings and collection efforts will be the sole property of CITY OF SANTA ANA. Neither CONTRACTOR nor the Mutual Aid Provider will have any right to the proceeds of any billings or collections for services provided under the First Tier Service, the Mutual Aid Service or for any other services provided under this Agreement, unless specifically authorized in writing by CITY OF SANTA ANA. 4. Term A. Effective Date. The effective date of this Agreement shall be 12:00 A.M. on January 1, 2019 ("Effective Date"), at which time CONTRACTOR will assume full responsibility for the provision of 9-1-1 Emergency Transportation Services within the CITY OF SANTA ANA. At the sole discretion of the OCFA on behalf of the CITY OF SANTA ANA, the Effective Date may be postponed in order to protect public health and safety, or in the event CONTRACTOR is for any reason unable to commence performance at that time. B. Initial Term. This Agreement is for a basic term of five (5) years, beginning on the Effective Date and ending on 11:59:59 P.M. hours on December 31, 2023 (the `Initial Term"). This Agreement shall automatically expire at the end of the Initial Term unless extended as provided below. C. Extension. Upon a writing to the CONTRACTOR by the CITY OF SANTA ANA City Manager and City Attorney made prior to the expiration of the Initial Term of this Agreement, the Contract may be extended for up to one additional three (3) year term (first extension) and thereafter for one further additional two (2) year term (final extension). Successful past performance during the Initial Term period will be a critical factor in the decision to grant an extension. The decision to grant an extension shall be made solely at the discretion of the CITY OF SANTA ANA in consultation with OCFA. At the end of the Initial Term, or at the end of Contract extension term(s) if granted, this Agreement shall automatically terminate (the Initial Term together with any Contract extension(s), if any, shall hereinafter be collectively referred to as the "Term"). 5. Termination This Agreement may be terminated by the parties as hereinafter provided: A. This Agreement may be terminated by either party, with or without cause, upon ninety (90) days prior written notice to the other party. B. OCFA on behalf of the CITY OF SANTA ANA may terminate this Agreement for cause by providing CONTRACTOR seven (7) days prior written notice of termination for cause and the factors constituting cause. 6 250-14 C. OCFA on behalf of the CITY OF SANTA ANA may terminate this Agreement immediately if the OCFA Fire Chief or designee (in their reasonable discretion) determine that continued operations by CONTRACTOR following the breach would constitute a danger to the public health, safety or general welfare. 6. Breach of Agreement A. Factors Constituting Breach and Cause. Factors constituting a breach of this Agreement and also warranting cause for termination include but are not limited to each of the following: 1. A failure by CONTRACTOR's to perform the covenants and requirements set forth in the Contract Documents in the time and manner specified, and as required by this Agreement. 2. Failure of CONTRACTOR to perform the 9-1-1 Emergency Transportation Services in a manner which enables the CITY OF SANTA ANA/OCFA or CONTRACTOR to remain in compliance with the requirements of the County of Orange Emergency Medical Services ("OCEMS") ambulance ordinance and related rules and regulations. 3. Supplying the CITY OF SANTA ANA/OCFA with materially false or misleading information during the RFP process or during the course of producing any required reports to the CITY OF SANTA ANA or OCFA. 4. Willful falsification or unreasonable withholding of data supplied to the CITY OF SANTA ANA or OCFA or to OCEMS during the Term of this Agreement, including but not limited to: dispatch data, patient report data, response time data, financial data, or omission of other data required under this Agreement. 5. Failure to meet the minimum vehicle deployment plan for ambulance service as described in the RFP. 6. Failure of CONTRACTOR's employees to conduct themselves in a professional and courteous manner, and to present a professional appearance. 7. Failure of CONTRACTOR to maintain all required vehicle maintenance schedules and records as set forth as described in the RFP or as reasonably required by CITY OF SANTA ANA or OCFA. 8. Failure of CONTRACTOR to maintain all training and continuing education as required in the RFP, and as required by OCFA and OCEMS policies and procedures and State regulations. 250-15 9. CONTRACTOR's failure or refusal to respond to any request by CITY OF SANTA ANA or OCFA concerning the manner or means by which CONTRACTOR is providing the operation of 9-1-1 Emergency Transportation Services in the CITY OF SANTA ANA under this Agreement and pursuant to the Contract Documents. 10. Transfer or assignment of ownership or other interest in CONTRACTOR contrary to the terms of this Agreement, including but not limited to Section 10 of this Agreement ["Assignment"]. 11. Disruption of service due to failure to maintain ambulance maintenance schedule. 12. The lapse of any license, permit or approval issued CONTRACTOR by a federal, state or local government, which license, permit or approval is/are reasonably necessary for the provision of the 9-1-1 Emergency Transportation Services contemplated by the Contract Documents. 13. CONTRACTOR becomes insolvent or unable to pay its debts as they mature, or makes an assignment for the benefit of creditors, or suffers or fails to pay and discharge within ninety (90) days of entry any final judgment (after exhaustion of any period of appeals) by any court in an amount of fifty thousand dollars ($50,000.00) or more. 14. CONTRACTOR files, or there is filed against CONTRACTOR, a petition to have CONTRACTOR adjudicated in a bankruptcy, or a petition for a reorganization or arrangement under any law relating to bankruptcy or insolvency. 15. CONTRACTOR is enjoined or prohibited by any court of competent jurisdiction from performing services under this Agreement. 16. The assets of CONTRACTOR are assumed by a trustee or other person pursuant to a judicial proceeding. 17. CONTRACTOR breaches or defaults in the performance of any of CONTRACTOR's material duties or obligations arising under this Agreement involving the payment of money, and after receiving written notice thereof from CITY OF SANTA ANA fails within seven (7) days from receipt of such notice or have fully cured and corrected such breach or default. 18. Lapse of insurance required under this Agreement. 8 250-16 19. Failure to manage and resolve citizen complaints to the satisfaction of the CITY OF SANTA ANA or OCFA. 20. Failure to meet the on-time performance criteria as required in the RFP. 21. The breach or default of, or a failure to comply with, any material provision of this Agreement, any material provision of the RFP, or of any covenant specifically contained herein or incorporated by reference. B. Right to Cure. In the event of any dispute arising under this Agreement, the injured Party shall notify the injuring Party in writing of its contentions by submitting a claim therefore. The injured Party shall continue performing its obligations hereunder so long as the injuring Party cures any default within thirty (30) days after service of the notice; provided, however, if a breach of this Agreement creates an immediate danger to the health and safety or general welfare to the CITY OF SANTA ANA, in the reasonable discretion of the Fire Chief or designee, may take immediate action to remedy the breach itself and/or terminate this Agreement. Notwithstanding the preceding, if the Fire Chief or designee finds that CONTRACTOR is diligently proceeding with all steps necessary to cure such default, the Fire Chief or designee in conjunction with the CITY OF SANTA ANA may, in his sole discretion, extend the time period by which CONTRACTOR must cure such deficiencies, including the effective date of such termination. C. Waiver. No waiver of any Event of Breach or Default shall be valid or effective unless in writing and signed by CITY OF SANTA ANA. Any waiver of any one Event of Default or Breach shall not constitute, or be construed as creating, a waiver of any other Event of Default or Breach. D. Action Following Termination. Should this Agreement be terminated for breach, CONTRACTOR agrees that CITY OF SANTA ANA and/or OCFA, in their discretion, may take immediate possession of any CITY OF SANTA ANA or OCFA materials, equipment, and supplies CONTRACTOR may have used in the performance of the 9-1-1 Emergency Transportation Services. Notwithstanding the above, should this Agreement be terminated for breach, CITY OF SANTA ANA or OCFA shall have the option to take over the delivery of the 9-1-1 Emergency Transportation Services itself, using CITY OF SANTA ANA personnel or contractors; contracted on a temporary emergency basis with other providers of emergency transport ambulance services; seek new proposals for service; or such other option as may be deemed necessary and legally available to CITY OF SANTA ANA. 9 250-17 E. No Limitation on CITY OF SANTA ANA's Rights. Nothing herein shall act as any limitation upon the remedies available to CITY OF SANTA ANA whether at law, or otherwise, in the event of a breach or default of this Agreement. 7. Insurance A. Prior to beginning the provision of 9-1-1 Emergency Transportation Services under this Agreement, CONTRACTOR must provide to the satisfaction of the CITY OF SANTA ANA and OCFA, certificates of insurance and endorsements evidencing the policy or policies of insurance in the types and amounts set forth below and shall name CITY OF SANTA ANA and OCFA as certificate holders. CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, the following minimum scope of insurance coverage: 1) Commercial General Liability Insurance in an amount not less than $10,000,000 per occurrence, written on an occurrence form. If the policy carries an annual aggregate, such aggregate shall be in an amount not less than $10,000,000 per occurrence. 2) Ambulance Medical Malpractice Insurance in an amount not less than $3,000,000 per occurrence. If the policy carries an annual aggregate, such aggregate shall be in an amount not less than $6,000,000 per occurrence. Such insurance coverage may be combined with either the general or automobile liability coverage required above; provided, however, if the insurance coverage is so structured, the combined coverage shall be in an amount not less than $5,000,000 per occurrence, with an annual aggregate of not less than $10,000,000. 3) Comprehensive Business Automobile Liability Insurance in an amount not less than $3,000,000 per occurrence, covering owned, non -owned and hired vehicles, written on an occurrence form. If policy carries an annual aggregate, such aggregate shall be in an amount not less than $6,000,000 per occurrence. CONTRACTOR understands that it must provide Business Automobile Liability coverage for all vehicles under both the First Tier Service and the Mutual Aid Service. This specifically includes, but is not limited to, CONTRACTOR's obligation to provide Business Automobile Liability coverage for any vehicles provided by CITY OF SANTA ANA/OCFA for use by CONTRACTOR under the First Tier, as well as for any vehicles provided by CONTRACTOR directly. 4) Workers' Compensation and Employers' Liability Insurance in a statutory amount for workers' compensation and in an amount not less than $1,000,000 for employers' liability. Such insurance shall contain a waiver -of - subrogation clause in favor of the CITY OF SANTA ANA and OCFA, and their respective officers, officials, employees and agents. 10 250-18 B. CONTRACTOR shall also comply with the following requirements: 1) If the above -required insurance coverage does not provide for an annual aggregate which is twice the per -occurrence limit, in the alternative the insurance policy (policies) shall be amended (by appropriate ISO endorsements) so that the policy limits apply solely to this Agreement. 2) The above -required liability insurance shall be in a form which supports coverage for the provisions of the indemnification clause required under this Agreement, including a claim brought against the CITY OF SANTA ANA and/or OCFA for the injury to, or death of an employee or agent of CONTRACTOR. 3) In the event of a claim or claims against the above -referenced liability policies which reasonably may deplete one-half or more of the aggregate limits, CONTRACTOR shall immediately notify OCFA. In the event a claim or claims against the above -referenced liability policies which are reasonably expected to deplete 90% of the aggregate limits, CONTRACTOR shall, at CONTRACTOR's expense, reinstate the aggregate limits at least to an amount equal to one-half of the face amount of the aggregate limits on the policies. 4) All insurance required pursuant to this section shall be issued by a company authorized by the Insurance Department of the State of California and rated A -VII or better by the latest edition of Best's Key Rating Guide. 5) No insurance required herein shall provide for a deductible in excess of $5,000 or a self-insured retention in any amount, without prior written consent of the CITY OF SANTA ANA and OCFA; and, the granting or denying of such consent shall be at the sole and absolute discretion of the CITY OF SANTA ANA and OCFA. C. Endorsements. 1) All insurance required herein shall be endorsed to state that "Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior to written notice by certified mail, return receipt requested, has been given to the CITY OF SANTA ANA and OCFA." 2) The liability policies required herein, except for professional liability (if a stand -above coverage), workers compensation and employers' liability, shall, by endorsement, contain the following provisions: (a) "The CITY OF SANTA ANA and OCFA, and their respective officers officials, employees, representatives, and volunteers, are hereby declared to be additional insureds as respects the operations, activities, work, errors, or omissions of the named insured arising out of or in 250-19 connection with any contract or agreement with the CITY OF SANTA ANA." (b) "This insurance is primary to, and shall not contribute with, any insurance or self-insurance maintained by the CITY OF SANTA ANA, by OCFA, or by any of the designated additional insureds." (c) "This insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability." 3) Worker's Compensation and Professional Liability policies shall be endorsed to state that the insurer waives all rights of subrogation against the CITY OF SANTA ANA and OCFA, and their respective officers, officials, agents, employees, and volunteers for losses arising from work performed by the CONTRACTOR under this Agreement. D. All insurance coverages shall be confirmed by execution of endorsements and certificates of insurance. CONTRACTOR is required to file the completed policy endorsements and certificates with CITY OF SANTA ANA and OCFA on or before the Effective Date of this Agreement, and to thereafter maintain current endorsements on file with CITY OF SANTA ANA and OCFA. The completed endorsements and certificates of insurance are subject to the approval of CITY OF SANTA ANA and OCFA. E. Nothing in this section shall be construed as limiting in any way; the Indemnification and Hold Harmless clause contained herein in this Agreement, or the extent to which CONTRACTOR may be held responsible for payments of damages to persons or property. F. CITY OF SANTA ANA or OCFA shall have the right at any time to review the coverage, form, and limits of insurance required herein. If, in the sole and absolute discretion of the CITY OF SANTA ANA and/or OCFA, the insurance provisions in this Agreement do not provide adequate protection for the CITY OF SANTA ANA and/or OCFA, the CITY OF SANTA ANA and/or OCFA shall have the right to require CONTRACTOR to obtain insurance sufficient in coverage, form, and limits to provide adequate protection and CONTRACTOR shall promptly comply with such requirement. The CITY OF SANTA ANA's and OCFA's requirements shall not be unreasonable, but shall be adequate in the sole opinion of the CITY OF SANTA ANA and OCFA to protect against the kind and nature of risks which exists at the time a change of insurance is required, or thereafter. G. Alternate forms of insurance, that meet the above requirements, must be approved by the CITY OF SANTA ANA's and OCFA's Risk Manager prior to awarding a contract and beginning any work under this Agreement. 12 250-20 8. Indemnification CONTRACTOR agrees to defend, indemnify, hold free and harmless the CITY OF SANTA ANA and OCFA, and their respective officers, officials, agents, employees and volunteers, at CONTRACTOR's sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the CITY OF SANTA ANA or OCFA, or their respective officers, officials, agents, employees or volunteers, arising out of the performance of the CONTRACTOR, its employees, agents and/or authorized subcontractors, of the work undertaken pursuant to this Agreement, specifically including but not limited to the 9-1-1 Emergency Transportation Services. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the CONTRACTOR, its employees, agents and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the CONTRACTOR, its employees, agents and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the CITY OF SANTA ANA or OCFA, or their respective officers, officials, agents, employees or volunteers, based upon the work performed by the CONTRACTOR, its employees, agents and/or authorized subcontractors under this Agreement, whether or not the CONTRACTOR, its employees, agents and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the CONTRACTOR shall not be liable for the defense or indemnification of the CITY OF SANTA ANA or OCFA for claims, actions, complaints or suits arising out of the sole negligence or willful misconduct of the CITY OF SANTA ANA or OCFA. 9. Compliance with RFP Requirements for Operations, Personnel and Safety. Without limiting CONTRACTOR's duty to comply with other requirements of the RFP, CONTRACTOR understands that throughout the Term of this Agreement CONTRACTOR must remain in full compliance with the terms, conditions and requirements in each of the following sections of the RFP: A. Section 4 of the RFP, entitled "Operational Standards, Procedures and Performance Requirements." B. Section 5 of the RFP, entitled "Personnel" C. Section 6 of the RFP, entitled "Supplies, Equipment and Vehicles." The failure of CONTRACTOR to abide by any of the requirements set forth in Sections listed above will be considered a breach of this Agreement, and will be grounds for termination. 13 250-21 10. Assignment. A. Except as provided herein, CONTRACTOR may not delegate, transfer or assign its rights or otherwise transfer its obligations, in whole or in part, under this Contract to any other person or entity without first obtaining the prior written consent of the OCFA and not for 180 days after the formal Contract award. Any such assignment or transfer without the prior written consent of the OCFA shall be void; the attempted assignment shall constitute a breach of the Contract. B. For purposes of this section, the following will be considered to be a "transfer" or "assignment": 1. Any change in the business structure, including but not limited to, changes from or to: (a) a sole proprietorship; (b) a partnership, including any change in the partners; (c) a corporation, including any change in the shareholders, whether by operation of law or otherwise; 2. Bankruptcy, an assignment for the benefit of creditors, or the appointment of a receiver; or 3. A transfer by any of the owners, shareholders or members (whichever is applicable) of CONTRACTOR of greater than ten percent (10%) of the ownership interest, stock or membership interest (whichever is applicable) in CONTRACTOR's business, issued as of the Effective Date by the CONTRACTOR, or the sale or transfer of over twenty-five percent (25%) of the assets of the CONTRACTOR. In the event a CONTRACTOR experiences regular stock exchanges in excess of the fifteen percent (15%) threshold, a separate agreement may be negotiated to set a threshold that still provides the OCFA with the protections intended. The stock sale of a publicly traded corporation that does not constitute a change in majority ownership will not be deemed a transfer of ownership for purposes of this Section. 11. Audits and Inspections. At any time during normal business hours, and as often as may reasonably be deemed necessary by the OCFA, the CITY OF SANTA ANA may observe and inspect CONTRACTOR's business office, and CONTRACTOR must make promptly available to the CITY OF SANTA ANA or OCFA for its examination all of CONTRACTOR's records that pertain to performance of this Agreement. The CITY OF SANTA ANA or OCFA may audit, examine, and copy any and all CONTRACTOR records pertaining to their performance of this Agreement, including but not limited to, personnel records, daily logs, conditions of employment, and all other data. The CITY OF SANTA ANA's or OCFA's right to inspect CONTRACTOR's business office and any and all records pertaining to their performance of this Agreement will be restricted to normal business 14 250-22 hours and reasonable notice shall be given to CONTRACTOR in advance of such inspection. 12. Independent Contractor. A. In the performance of'this Agreement, CONTRACTOR shall be acting in an independent capacity from the CITY OF SANTA ANA and OCFA, and not as an agent, employee, partner, or pursuant to any kind of joint venture or partnership with the CITY OF SANTA ANA or OCFA. The Parties understand and agree that CONTRACTOR, its officers, agents and employees (which term specifically includes, but is not limited to, the Transportation Personnel) are not employees of the CITY OF SANTA ANA, the County, or OCFA, and are not entitled to any of the rights, benefits, or privileges of CITY OF SANTA ANA, County, or OCFA employees including, but not limited to, medical, unemployment, or workers' compensation insurance. B. Neither the County, the CITY OF SANTA ANA or OCFA, or any of their respective officers, elected officials, agents, representatives, or employees, shall have any control over the conduct of CONTRACTOR's agent's and employees except as specifically set forth in the Contract Documents. Under no circumstances shall CONTRACTOR or any of its agents or employees represent that they are in any manner agents or employees of the CITY OF SANTA ANA, County or OCFA, it being understood that CONTRACTOR its agents and employees are as to the CITY OF SANTA ANA, County and OCFA, wholly independent contractors and that CONTRACTOR's obligations to the CITY OF SANTA ANA and OCFA are solely those prescribed by the Contract Documents. C. CITY OF SANTA ANA, the County, and OCFA have no responsibility whatsoever for the payment of any wages, salary, health benefits, retirement benefits, taxes, or any other benefits that may be due to CONTRACTOR's employees and agents performing 9-1-1 Emergency Transportation Services under this Agreement, specifically including but not limited to the Transportation Personnel. CONTRACTOR further acknowledges and agrees that the CITY OF SANTA ANA, the County, and OCFA have no responsibility whatsoever for the filing of any employer related documentation (tax forms, payroll, or otherwise) with the federal, state or local governmental authorities, concerning those persons CONTRACTOR assigns to perform 9-1-1 Emergency Transportation Services under this Agreement. The preparation and filing of all employee related documentation shall be the sole responsibility of CONTRACTOR. 13. Compliance with Laws All services provided by CONTRACTOR pursuant to the Contract Documents must be rendered in full compliance with all applicable federal, state, and local laws, rules, statutes, and regulations. It will be CONTRACTOR's sole responsibility to determine which federal, state, and local laws, rules, statutes, and regulations apply to 15 250-23 the services to be performed pursuant to the Contract Documents, and to maintain compliance at all times throughout the Term of this Agreement. 14. Responsibility Except as may be specifically stated herein to the contrary, it shall be the responsibility of CONTRACTOR to provide all Transportation Personnel with whatever resources and equipment are necessary to perform the 9-1-1 Emergency Transportation Services, and to otherwise satisfy all of the terms and conditions set forth in the Contract Documents at all times during the Term of this Agreement. Except where it may be specifically permitted in this Agreement, CONTRACTOR may not use any outside ambulance service providers or other resources to satisfy its obligations to provide 9-1-1 Emergency Transportation Services to the CITY OF SANTA ANA, without first obtaining the prior written consent of the CITY OF SANTA ANA. Notwithstanding the granting of any such approval by the CITY OF SANTA ANA, nothing stated herein shall relieve CONTRACTOR of its duties and responsibilities under this Agreement, and any additional cost incurred shall not be charged to the County, CITY OF SANTA ANA or OCFA. 15. Acts or Omissions of Representatives The acts and/or omissions of the owner(s), officers, operators, officials, employees, agents, and representatives of the CONTRACTOR in the performance of the services and obligations under the Contract Documents shall constitute the acts and/or omissions of the CONTRACTOR. 16. Insolvency CONTRACTOR shall not, without the prior written consent of the OCFA Fire Chief or designee, suffer either the appointment of a receiver to take possession of all, or substantially all of the assets of CONTRACTOR, or make a general assignment of such assets for the benefit of creditors. Any such action taken or suffered by CONTRACTOR under any insolvency or bankruptcy proceeding constitutes a material breach of this Agreement by CONTRACTOR, and all property, equipment or materials assigned by OCFA, the CITY OF SANTA ANA and/or the County to CONTRACTOR related to the provision of services under this Contract shall be automatically "released" by CONTRACTOR and returned back to the possession and control of the CITY OF SANTA ANA and OCFA. Following the occurrence of any such event, the OCFA Fire Chief or designee may assign such property, equipment or materials to another 9-1-1 Emergency Transportation Services provider, in the CITY OF SANTA ANA's sole discretion. 16 250-24 17. Familiarity with Work By execution of this Agreement, CONTRACTOR warrants that A. It has thoroughly investigated and considered the 9-1-1 Emergency Transportation Services to be performed; B. It possesses any and all licenses which are required under relevant local, State, or Federal law to perform the 9-1-1 Emergency Transportation Services contemplated by this Agreement, and shall maintain all appropriate licenses during the performance of this Agreement. C. It has expertise in the provision of 9-1-1 Emergency Transportation Services as that term is defined in this Agreement; D. It carefully considered how the 9-1-1 Emergency Transportation Services should be performed; and E. It fully understands the difficulties and restrictions attending the performance of the 9-1-1 Emergency Transportation Services under this Agreement. 18. Validity The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any of the other provisions of this Agreement. 19. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any legal action relating to or arising out of this Agreement shall be subject to the jurisdiction of the County of Orange, California. 20. Entire Agreement This Agreement supersedes any and all other agreements whether oral or written, between the parties hereto with respect to the subject matter hereof, and contains all of the covenants and agreements between the parties with respect to said matter, and each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that any other agreement or modification of this Agreement shall be effective only if executed in writing and signed by both CITY OF SANTA ANA and CONTRACTOR. 17 250-25 21. Attorney's Fees In the event any legal proceeding is instituted to enforce any term or provision of this Agreement, the prevailing party in said legal proceeding shall be entitled to recover attorneys' fees and costs from the opposing party in an amount determined by the court to be reasonable. 22. Representatives and Notices The City Manager or his designee shall be the representative of the CITY. The OCFA Fire Chief or his designee shall be the representative of OCFA. For the purposes of this Agreement the City Manager may issue all administrative consents, approvals, directives and agreement on behalf of the CITY OF SANTA ANA. The OCFA Fire Chief on behalf the CITY OF SANTA, may issue operational directives required by this Agreement, except as otherwise expressly provided in this Agreement. Troy M. Hagen, Chief Executive Officer (CEO), CARE Ambulance Service, Inc. shall be the representative of CONTRACTOR for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of CONTRACTOR, called for by this Agreement, except as otherwise expressly provided in this Agreement. All notices and written communications sent by one party to the other shall be personally delivered or sent by registered or certified U.S. Mail, postage prepaid, return receipt requested, to the following addresses indicated below: To CITY: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92701 Fax (714) 647-6956 With courtesy copy to: Treasury and Customer Services Manager Finance and Management Services Agency Treasury & Customer Division (M-15) 20 Civic Center Plaza Santa Ana, CA 92701 Fax (714) 647-5304 To VENDOR: Attn: Troy M. Hagen, CEO CARE Ambulance Service, Inc. 1517 W. Braden Ct. Orange, CA 92868 Fax (714) 288-3899 The effective date of any notice or written communications sent by one party to the other shall be the date received if by personal service, or forty-eight (48) hours after deposit in the U.S. Mail as reflected by the official U.S. postmark. Either party may change its address by giving notice in writing to the other party. 18 250-26 f*Aylr= No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought, referring expressly to this paragraph. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 24. Rights and Remedies are Cumulative Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 25. Cooperation CONTRACTOR must cooperate with the CITY OF SANTA ANA and take all actions necessary to ensure that all terms and conditions, and required performance levels, set forth in the Contract Documents are satisfied at all times throughout the Term of this Agreement. 26. Legal Action In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy and default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 27. Amendment This Agreement may be amended only by the written mutual consent of CITY OF SANTA ANA and CONTRACTOR. 28. Additional Services CONTRACTOR shall not receive compensation for any services provided outside the scope of the Contract Documents unless such additional services are approved in writing by CITY OF SANTA ANA prior to CONTRACTOR performing the additional services. It is specifically understood that oral requests or approvals of such additional services, change orders, or additional compensation, and any approvals from the CITY OF SANTA ANA, shall be barred and are unenforceable. 19 250-27 29. Counterparts This Agreement may be executed in one or more counterparts by the parties hereto, including by facsimile copy. All counterparts shall be construed together and shall constitute one Agreement. Each counterpart (including facsimile copies) is deemed an original and all counterparts are deemed one and the same instrument and legally binding on the parties. Extensions and amendments to this Agreement may likewise be executed by facsimile copy. 30. Corporate Authority The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so the Parties hereto are formally bound to the provisions of this Agreement. (SIGNATURES TO FOLLOW ON NEXT PAGE) 20 250-28 IN WITNESS WHEREOF, Parties hereto have executed this AGREEMENT on the date and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: r -- Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Kathryn Downs Executive Director Finance & Management Services Agency 21 CITY OF SANTA ANA RAUL GODINEZ II City Manager "CONTRACTOR" Name: Troy Hagen Title: CEO CARE Ambulance Service, Inc. Tax ID# 250-29 250-30 EXHIBIT A City of Santa Ana Finance & Management Services Agency Treasury & Customer Services Division REQUEST FOR PROPOSALS RFP # 18-059 Fire/EMS Emergency Ambulance Transportation and Related Services Issued: August 28, 2018 Due Date: October 22, 20181 3:00 PM (PST) deadline Submit to: City of Santa Ana Purchasing Division RFP# 18-059 20 Civic Center Plaza, Room 429 Santa Ana, CA 92701 Attn: Sandy Perez, Supervising Buyer Project Coordinators: Willard V. Holt, Treasury & Customer Services Manager Arturo Rodriguez, Management Analyst 250-31 City of Santa Ana City of Santa Ana Fire/EMS Emergency Ambulance Transportation and Related Services 250-32 RFP No. 18-059 Table of Contents 1. GENERAL INFORMATION 1.1 BACKGROUND..................................................................................................................1 1.2 SCOPE OF SERVICES.........................................................................................................2 1.2.1 FIRST TIER SERVICE..................................................................................................2 1.2.2 MUTUAL AID SERVICES.............................................................................................3 1.2.3 BLS AND ALS SERVICES............................................................................................4 1.2.4 MINIMUM QUALIFICATIONS OF TRANSPORTATION PERSONNEL.....................................4 1.2.5 COMPENSATION........................................................................................................4 1.2.6 BILLING....................................................................................................................5 1.2.6 COMPLIMENTARY PROPOSALS...................................................................................6 1.2.7 TERM.......................................................................................................................7 1.2.8 ANNUAL REVIEW.......................................................................................................7 1.3 REJECTION OF BIDS...........................................................................................................8 1.4 COST OF PREPARATION.....................................................................................................8 1.5 UNDERSTANDING PROPOSAL..............................................................................................8 1.6 CONTRACTOR SELECTION AND AWARD...............................................................................9 2. ADMINISTRATION................................................................................................................10 2.1 BID PROPOSAL SUBMISSION PROCESS............................................................................. 10 2.2 BID PROPOSAL PRE -SUBMISSION CONFERENCE................................................................ 10 2.3 BID PROPOSAL SUBMISSION REQUIREMENTS.................................................................... 10 2.3.1 BID PROPOSAL SUBMISSION DATE......................................................................... 10 2.3.2 BID PROPOSAL SUBMISSION INSTRUCTIONS............................................................ 11 2.4 PUBLIC OPENING OF BID PROPOSALS............................................................................... 15 2.4.1 BID PROPOSAL OPENING........................................................................................ 15 2.4.2 LATE SUBMISSION.................................................................................................. 15 2.5 BID PROPOSAL EVALUATIONS......................................................................................... 16 2.5.1 COMPETITIVE PROCESS.......................................................................................... 16 2.5.2 PROPOSAL GRADING PANEL................................................................................... 16 2.6 ADMINISTRATIVE............................................................................................................ 17 2.6.1 ORAL PRESENTATIONS........................................................................................... 17 2.6.2 PROPRIETARY INFORMATION.................................................................................. 17 2.6.3 VOLUNTARY WITHDRAWAL OF BID PROPOSAL......................................................... 18 2.6.4 CANCELLATION OF RFP PROCESS........................................................................... 18 2.7 BID PROPOSAL REJECTION.............................................................................................. 18 2.7.1 RIGHT TO REJECT.................................................................................................. 18 2.7.2 FAILURE TO COMPLY.............................................................................................. 18 2.7.3 WAIVER; CORRECTION & RESUBMITTAL.................................................................. 19 2.7.4 INCOMPLETE, IRREGULAR, MATERIAL MISREPRESENTATION - REJECTION ................. 19 2.7.5 CORRUPT, FRAUDULENT OR ILLEGAL PRACTICES .................................................... 19 2.7.6 EXCEPTION TO RFP SPECIFICATION; DELIVERY CRITERIA, TERMS & CONDITIONS ....... 19 2.7.7 FAILURE TO PROVIDE ALL INFORMATION REQUESTED - INCOMPLETE ........................ 19 2.7.8 NOTIFICATION OF REJECTION................................................................................. 19 2.8 AWARD PROTEST............................................................................................................ 20 2.9 PROPOSED SCHEDULE OF EVENTS................................................................................... 20 3. GENERAL TERMS AND CONDITIONS............................................................................... 22 3.1 PROPOSED CONTRACT.................................................................................................... 22 250-32 r City of Santa Ana TABLE OF CONTENTS (CONTINUED) 3.2 CONTRACT DOCUMENTS................................................................................................. 22 4. OPERATIONAL STANDARDS PROCEDURES & PERFORMANCE REQUIREMENTS... 35 4.1 3.2.1 EXECUTED CONTRACT........................................................................................... zz 3.2.2 RFP....................................................................................... ............................... 22 35 3.2.3 ORIGINAL BID PROPOSAL....................................................................................... 22 3.3 CONTRACT MODIFICATIONS AND AMENDMENTS................................................................ 23 3.4 CONTRACT ADMINISTRATION........................................................................................... 23 3.5 CONTRACT EFFECTIVE DATE........................................................................................... 23 3.6 CONTRACTTERM............................................................................................................ 24 38 3.6.1 TERM...................................................................................................................24 4.2.1 SERVICE........................................................................................................... 3.6.2 CONTRACT EXTENSION.......................................................................................... 24 4.2.2 3.6.3 TERMINATION....................................................................................................... 24 3.7 INSURANCE.................................................................................................................... 25 3.7.1 CERTIFICATES OF INSURANCE............................................................................... 25 39 3.7.2 CONTRACTOR COMPLIANCE.................................................................................. 26 RESPONSE TIME MEASUREMENT......................................................................... 3.7.3 ENDORSEMENTS................................................................................................... 27 4.3.3 3.7.4 CERTIFICATES OF INSURANCE............................................................................... 28 3.7.5 INDEMNIFICATION AND HOLD HARMLESS CLAUSE .................................................... 28 40 3.7.6 RIGHT TO REVIEW................................................................................................. 29 CALL CANCELLATION......................................................................................... 3.7.7 ALTERNATE FORMS OF INSURANCE........................................................................ 29 3.7.8 MUTUAL AID......................................................................................................... 29 3.8 ASSIGNMENT.................................................................................................................. 30 3.8.1 CHANGE IN BUSINESS STRUCTURE......................................................................... 30 3.8.2 BANKRUPTCY....................................................................................................... 30 3.8.3 TRANSFER ................................................. :.......................................................... 30 3.9 AUDITS AND INSPECTIONS............................................................................................... 31 3.9.1 BUSINESS OFFICE................................................................................................. 31 3.10 COOPERATION................................................................................................................ 31 3.11 NON -COLLUSION CERTIFICATE........................................................................................ 31 3.12 INDEPENDENT CONTRACTOR........................................................................................... 32 3.13 INDEMNIFICATION........................................................................................................... 32 3.14 COMPLIANCE WITH LAWS................................................................................................ 33 3.15 RESPONSIBILITY............................................................................................................. 33 3.16 ACTS OR OMISSIONS OF REPRESENTATIVES..................................................................... 34 3.17 INSOLVENCY.................................................................................................................. 34 4. OPERATIONAL STANDARDS PROCEDURES & PERFORMANCE REQUIREMENTS... 35 4.1 EMERGENCY RESPONSE COMMUNICATION SYSTEM........................................................... 35 4.1.1 COMMUNICATIONS REQUIREMENTS..................................................................... 35 4.1.2 VEHICLE COMMUNICATIONS............................................................................... 36 A. 800MHz MOBILE RADIO............................................................................... 36 B. MOBILE DATA COMPUTER SYSTEM................................................................ 37 4.2 SERVICE HOURS............................................................................................................. 38 4.2.1 SERVICE........................................................................................................... 38 4.2.2 FIELD SUPERVISOR............................................................................................ 39 4.3 RESPONSE TIMES........................................................................................................... 39 4.3.1 GENERAL REQUIREMENTS.................................................................................. 39 4.3.2 RESPONSE TIME MEASUREMENT......................................................................... 39 4.3.3 RESPONSE TIMES REQUIRED.............................................................................. 40 4.3.4 RESPONSE TIME REPORTING.............................................................................. 40 4.3.5 CALL CANCELLATION......................................................................................... 40 250-33 City of Santa Ana 5. PERSONNEL.............................................................................. 5.1 PERSONNEL REQUIREMENTS..................................................... 5.2 CONTROL................................................................................. 57 57 61 6. SUPPLIES, EQUIPMENT AND VEHICLES......................................................................... 62 6.1STANDARDS......................................................................................................... 62 6.1.1 STANDARD INVENTORY......................................................................................... 62 6.1.2 REQUIRED EQUIPMENT.......................................................................................... 62 6.1.3 PERSONAL SAFETY EQUIPMENT............................................................................. 63 7. A. SUBMISSION OUTLINE BID PROPOSAL SUBMISSION FORMS & CHECKLIST................................................................. 65 TITLE PAGE/COVER SHEET................................................................................................... 66 TABLEOF CONTENTS........................................................................................................... 67 B. DESCRIPTION OF REQUIRED ITEMS 1 COVER LETTER............................................................................................................. 68 2 GENERAL OVERALL DESCRIPTION OF PLAN TO PROVIDE 9-1-1 EMERGENCY TRANSPORTATION SERVICE IN CITY............................................................................... 70 3 OVERALL OPERATIONAL SYSTEM................................................................................... 71 4 DRIVERTRAINING.......................................................................................................... 72 250-34 TABLE OF CONTENTS (CONTINUED) 4.3.6 QUARTERLY RESPONSE TIME REPORT- FORMAT ................................................. 41 4.3.7 EXEMPTIONS TO RESPONSE TIME REQUIREMENTS ............................................... 41 A.HIGH CALL VOLUME........................................................................................ 41 B.DISASTERS.................................................................................................... 41 C.MULTIPLE AMBULANCE RESPONSE.................................................................. 41 D.RESPONSE UP/DOWNGRADE........................................................................... 41 E.RETURN OF OCFA PERSONNEL........................................................................ 42 4.3.8 PROCEDURES TO REQUEST RESPONSE TIME EXEMPTION ..................................... 42 4.3.9 USE OF ALTERNATIVE METHODS TO MEET RESPONSE TIME REQUIREMENTS .......... 43 4.3.10 DISCIPLINARY ACTIONS FOR FAILURE TO MEET RESPONSE TIME REQUIREMENTS AND PERFORMANCE DEFICIENCY........................................................................ 44 A.MEET AND CONFER......................................................................................... 44 B. PENALTIES..........................................................................I.......................... 44 C.CORRECTIVE ACTION PLAN............................................................................. 46 D.TIMELY PERFORMANCE REQUIRED................................................................... 47 E. WAIVER......................................................................................................... 48 4.3.11 EMERGENCY ON -SCENE PROCEDURES................................................................ 48 4.3.12 DISASTER ASSISTANCE...................................................................................... 49 4.3.13 STANDARD OF PERFORMANCE........................................................................... 50 4.3.14 GENERAL PROVISIONS....................................................................................... 51 A. RETURN OF OCFA PERSONNEL...................................................................... 51 B. 9-1-1 CALLS FOR SERVICE/REFERRAL........................................................... 51 C. PERFORMANCE............................................................................................ 52 D. CONFLICT OF INTEREST................................................................................. 52 E. COMPLAINTS................................................................................................ 52 F. HIPAA BUSINESS ASSOCIATE ASSURANCES.................................................... 53 G. MEDICARE/MEDT-CAL PARTICIPATION............................................................. 55 4.3.15 EXTERNAL MEDICAL QUALITY CONTROL.............................................................. 55 4.3.16 INTERNAL MEDICAL QUALITY CONTROL............................................................... 56 5. PERSONNEL.............................................................................. 5.1 PERSONNEL REQUIREMENTS..................................................... 5.2 CONTROL................................................................................. 57 57 61 6. SUPPLIES, EQUIPMENT AND VEHICLES......................................................................... 62 6.1STANDARDS......................................................................................................... 62 6.1.1 STANDARD INVENTORY......................................................................................... 62 6.1.2 REQUIRED EQUIPMENT.......................................................................................... 62 6.1.3 PERSONAL SAFETY EQUIPMENT............................................................................. 63 7. A. SUBMISSION OUTLINE BID PROPOSAL SUBMISSION FORMS & CHECKLIST................................................................. 65 TITLE PAGE/COVER SHEET................................................................................................... 66 TABLEOF CONTENTS........................................................................................................... 67 B. DESCRIPTION OF REQUIRED ITEMS 1 COVER LETTER............................................................................................................. 68 2 GENERAL OVERALL DESCRIPTION OF PLAN TO PROVIDE 9-1-1 EMERGENCY TRANSPORTATION SERVICE IN CITY............................................................................... 70 3 OVERALL OPERATIONAL SYSTEM................................................................................... 71 4 DRIVERTRAINING.......................................................................................................... 72 250-34 0 City of Santa Ana TABLE OF CONTENTS (CONTINUED) 5 INTERNAL MEDICAL QUALITY CONTROL.......................................................................... 73 6 MUTUAL AID PROVIDER................................................................................................. 74 7 PERSONNEL AND TRAINING....................................................................................... 75-76 A. ASSIGNED PERSONNEL PROFILE B. FIELD TRAINING OFFICERS C. PRIMARY PERSONNEL D. EMPLOYEE RECRUITMENT, SCREENING & ORIENTATION E. CONTINUING EDUCATION PROGRAMS F. HIPAA TRAINING PROGRAMS 8 HIPAA COMPLIANCE PLAN............................................................................................. 77 9 CORPORATE COMPLIANCE PLAN.................................................................................... 78 10 PLAN FOR TAKEOVER OF SERVICE/START UP.................................................................. 79 11 EMS RESUME........................................................................................................... 80-81 12 AGREEMENT TO CONDITIONS.................................................................................... 82-83 13 PRICE WORKSHEET.................................................................................................. 84-86 14 CONFLICT OF INTEREST CERTIFICATION.......................................................................... 87 15 STATEMENT OF TRUTH............................................................................................. 88-89 16 NON -COLLUSION CERTIFICATION.................................................................................... 90 17 PHOTOGRAPHS (OPTIONAL)........................................................................................... 91 TABLE OF CONTENTS (END) 250-35 City of Santa Ana ATTACHMENTS ATTACHMENT 1 -SAMPLE CONTRACT WITH CITY 250-36 92 0 City of Santa Ana SECTION 1 GENERAL INFORMATION 1.1 BACKGROUND The City of Santa Ana is initiating a Request for Proposal (RFP) for Fire/EMS Emergency Ambulance Transportation and Related services for up to a five-year (5) contract period with an option for one (1) three (3) year extension and one (1) two (2) year extension commencing on or after the contract effective date. In the City, the OCFA operates out of ten city -owned fire stations located at 2301 Old Grande Street North (Station No.70), 1029 West 17th Street, (Station No.71), 1668 East 4th Street (Station No. 72), 419 South Franklin Street (Station No.73), 1427 South Broadway (Station No.74), 120 West Walnut (Station No.75), 950 West MacArthur (Station No.76), 2317 South Greenville (Station No.77), 501 North Newhope (Station No.78), and 1320 East Warner (Station No.79). 2017 Response Volume: Calendar Year 2017 Total Incidents 26,521 EMS Incidents 21,239 The City of Santa Ana ("City") has a long and proud history of providing emergency medical care for the citizens of Santa Ana and its visitors. For many years the City of Santa Ana has provided its own transportation services. Effective April 20, 2012 the City of Santa Ana contracted with the Orange County Fire Authority ("OCFA") for fire and emergency medical services. The Orange County Fire Authority is a regional fire service agency that serves 23 cities in Orange County and all unincorporated areas. The OCFA currently protects over 1,800,000 residents from its 71 fire stations located throughout Orange County. City of Santa Ana Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-37 Page 11 City of Santa Ana 1.2 SCOPE OF SERVICES The City of Santa Ana is soliciting proposals from qualified ambulance service operators (hereinafter referred to as either "Proposer' or "Contractor") to contract with the City of Santa Ana to provide 9-1-1 Emergency Transportation Service within the territorial jurisdiction of the City of Santa Ana related to operation of the City's ambulance service (the "Contract"). All personnel assigned to perform services under the Contract, whether under the First Tier Service or under the Mutual Aid Contract (each of which is defined below), shall be hereinafter referred to as the "Transportation Personnel." The provision of the First Tier Service and the Mutual Aid Service, together with all of the other services, duties and obligations Contractor may provide under the proposed Contract, shall be hereinafter jointly referred to as the "9-1-1 Emergency Transportation Service" or "9-1-1 Emergency Transportation Services." The details of the 9-1-1 Emergency Transportation Services which must be provided by Contractor under the proposed Contract are as follows: 1.2.1 First Tier Service The proposed Contractor will be required to provide, with its own forces, a sufficient number of fully equipped ambulances and Transportation Personnel, so as to provide, in accordance with the County of Orange Emergency Medical Services ("OCEMS') standards and this RFP, all of the City's needs for 9-1-1 Emergency Transportation Service, being able to respond 24 hours a day 7 days a week to all 9-1-1 and other emergencies as required (referred to as the "First Tier Service" or "First Tier'). The First Tier Service will be designed so as to ensure that there are enough of Contractor's ambulances and Transportation Personnel available to meet 100% of all calls for 9-1-1 Emergency Transportation Service in the City of Santa Ana within the response time criteria. The First Tier Service shall meet the OCFA response times and all other requirements of this RFP for the 9-1-1 Emergency Transportation Service. A. The provision of the First Tier Service shall include an adequate number of fully equipped committed ambulances and associated staffing/Transportation City of Santa Ana Page 12 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 p7p*fe e, City of Santa Ana Personnel, to provide 9-1-1 Emergency Transportation Services exclusively for the City of Santa Ana. The Ambulances must be able to respond 24 hours a day 7 days a week to all 9-1-1 and other emergencies as required within the City of Santa Ana. B. In addition to the First Tier Service Contractor must also provide whatever additional number of fully equipped ambulances and Transportation Personnel which may be required to meet the response times in this RFP, and to otherwise meet 100% of all 9-1-1 calls for Emergency Transportation Service within the City of Santa Ana 9-1-1 Emergency Transportation Services. C. OCFA, in cooperation with the Transportation Personnel, will provide on -scene Advanced Life Support ("ALS') services. The Transportation Personnel will provide Basic Life Support ("BLS') services and transport patients to medical facilities when required and under the direction of OCFA on behalf of the City of Santa Ana. 1.2.2 Mutual Aid Service (Second Tier Service) Contractor shall also be required to enter into a mutual aid agreement with a separate qualified 9-1-1 ambulance service provider doing business in Orange County, to provide backup services in the event the Contractor is unable to respond to a call for Emergency Services (hereinafter "Mutual Aid Contract' or "Mutual Aid Service"). The company providing the Mutual Aid Service will be hereinafter referred to as the "Mutual Aid Provider." In providing 9-1-1 Emergency Transportation Services the Mutual Aid Provider must meet the same RFP requirements, response times, and otherwise provide the same level of service, as Contractor is required to provide under the Contract. The Mutual Aid Contract must be approved by the OCFA prior to provision of any service by Contractor, such approval not to be unreasonably withheld. The intent of this RFP is that Contractor will provide a sufficient level of coverage under the First Tier and Mutual Aid Services, such that services under the Mutual Aid Service will only be needed in rare circumstances, if at all. Bids submitted in response to this RFP should be designed to provide a sufficient level of First and Mutual Aid coverage as to meet all City of Santa Ana Page 13 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-39 0 City of Santa Ana of the demands for 9-1-1 Emergency Transportation Service calls within the City of Santa Ana. 1.2.3 BLS and ALS Services All Transportation Personnel assigned to perform 9-1-1 Emergency Transportation Services under this Contract, whether under the First Tier Service and Mutual Aid Service, will provide Basic Life Support ("BLS") services and transport patients to medical facilities when required. OCFA, in cooperation with the Transportation Personnel, will provide on -scene Advanced Life Support ("ALS") services. 1.2.4 Minimum Qualifications of Transportation Personnel All Transportation Personnel assigned to perform 9-1-1 Emergency Transportation Service under this Contract, whether under the First Tier Service and Mutual Aid Service, must at all times meet the minimum qualifications as listed in Section 5 of this RFP. 1.2.5 Compensation. A. The winning Contractor's bid shall include the cost to provide both the First Tier and Mutual Aid Service. Contractor's sole compensation for providing all of the 9-1-1 Emergency Transportation Services under both the First Tier and Mutual Aid Service will be the amount bid. Contractor will not be entitled to bill City, or OCFA, or any of its customers any additional amount for any services provided under this Contract, unless it is first approved in writing by City of Santa Ana and the OCFA. B. Contractor's bid will include the provision of the Mutual Aid Service to the degree those services are required. Contractor will be solely responsible for compensating the Mutual Aid Provider for any 9-1-1 Emergency Transportation Services it may provide in the City of Santa Ana under this Contract, which City of Santa Ana Page 14 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-40 r City of Santa Ana compensation will be at the rate set forth in the Mutual Aid Contract or as otherwise required by law. Contractor and the Mutual Aid Provider will not have any recourse against the City of Santa Ana or OCFA to recover for any 9-1-1 Emergency Transportation Services provided under either the First Tier Service or Mutual Aid Service, except as specifically authorized in the Contract. Contractor's sole compensation will be the amount of its winning bid. In the event of a dispute between the Mutual Aid Provider and Contractor, the Mutual Aid Provider's sole remedy will be against Contractor. This fact will be clearly stated in the Mutual Aid Contract, and Contractor must agree to indemnify and defend City of Santa Ana and OCFA against any claims or demands arising out of, or which are in any way related to, any services provided under the Mutual Aid Service. 1.2.6 Billinq A. City of Santa Ana will be solely responsible for the billing and collection of amounts owed by customers/patients provided 9-1-1 Emergency Transportation Services in the City, whether for services provided by Contractor, the Mutual Aid Provider, OCFA, City, or their respective employees, agents, volunteers, or subcontractors. As part of its billing process, City, in its discretion, will also bill for services provided by City of Santa Ana or OCFA personnel. Contractor and the Mutual Aid Provider will actively cooperate with City of Santa Ana to provide whatever information or assistance the City of Santa Ana may reasonably require so that it can process customer/patient billings in a timely manner. This will include, but is not limited to, Contractor providing City of Santa Ana with a detailed list of all the 9-1-1 Emergency Transportation Services provided by both the Contractor and the Mutual Aid Provider during the preceding month. The specific information to be provided by Contractor in the monthly reports will be determined by City, and may be modified by City of Santa Ana from time to time to meet its reasonable needs. City of Santa Ana Page 15 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-41 o City of Santa Ana B. The entire proceeds of all such billings or collection efforts will be the sole property of the City of Santa Ana. Neither Contractor nor the Mutual Aid Provider will have any right to the proceeds of any billings or collections for services provided under the First Tier Service or Mutual Aid Service, or for any other services provided under the Contract, unless specifically authorized in writing by City of Santa Ana. Contractor must design its bid so that the amount bid will be sufficient to provide the required level of services under both the First Tier Service and the Mutual Aid Service, without expecting any additional amounts. 1.2.7 Complimentary Proposals. Given the significance of emergency ambulance transportation and related services and in order to ensure that the City receives proposals from qualified and experienced 9-1-1 providers, this RFP (No. #18-059) sets high standards with respect to provider experience, operational systems, vehicle maintenance/ records, personnel training/records, patient care/transport system design but also allows providers the opportunity to submit complimentary proposals with additional innovative services and potential cost -savings. Any such complimentary proposals shall not constitute an alternative RFP response, but are instead wholly optional and shall be in addition to the required responses set forth in this RFP. All instructions contained in this RFP shall be fully complied with or the proposal may be rejected as nonresponsive. This RFP is not a formal bidding process. Such additional complimentary information that a qualified 9-1- 1 provider may wish to include in their RFP response may be presented as an appendix to their RFP. Please note: the City's contract for paramedic/medical billing and collection services expires June 30, 2019. The City intends to develop and release an RFP for the performance of paramedic/medical billing and collection services on behalf of the City prior to April 2019. Qualified experienced 9-1-1 providers with competent experience in providing paramedic/medical billing and collection services shall be eligible to submit proposals to this RFP. City of Santa Ana Page 16 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-42 0City of Santa Ana 1.2.8 Term The Contract awarded under this RFP is for an initial five (5) year term, with 9-1- 1 Emergency Transportation Service beginning at "TBD" hours on the contract effective date and ending five years thereafter at "TBD" hours, with an optional three (3) year extension, with a final optional two (2) year extension, exercisable at the sole discretion of the City. In the event the Contract is awarded to a new contractor, to allow sufficient time for the transition of services between contractors, the incumbent contractor may at the sole discretion of the City, be granted a six (6) month Contract extension upon the approval of the City Manager and City Attorney. Exercise of the City's option to extend the incumbent Contractor's agreement for said period shall be made via a separate and distinct writing to the incumbent Contractor by the City Manager and City Attorney and shall be issued fifteen (15) days prior to January 1, 2019. 1.2.9 Annual Review The Contract is subject to annual review based on the criteria specified in the Contract and as outlined herein. The City's intent is to contract with and hold accountable those parties working with and on behalf of the City of Santa Ana and OCFA in providing 9-1-1 Emergency Transportation Service to the citizens and visitors of Santa Ana. The contractor is required to keep their Type III emergency transport vehicles (ambulance) up to date on all current regulatory requirements (including all costs related to storage, housing, maintenance, fuel, insurance, repair costs and communication equipment) for all 9-1-1 Emergency Transportation Services provided under the First Tier and Mutual Aid Service. The Mutual Aid Service shall also be required to meet the same personnel and vehicle requirements as are required for the First Tier and Mutual Aid Service. The storage of such Type III ambulances must be within the City limits and cannot be housed within City owned facilities or property. City of Santa Ana Page 17 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-43 0 City of Santa Ana The City has a total of 26,542 incident responses. Over 22,000 of them are medical aids which require an ambulance response. The City has experienced an average of 11% annual increase in incident responses and the bidder should maintain ambulance coverage to meet the response time minimums for the duration of the contract. 1.3 REJECTION OF BIDS At the sole discretion of City, the City of Santa Ana reserves the right to reject any or all prequalification applications and RFP bids, in whole or in part, and is not bound to accept any. The RFP bid may be rejected by the City of Santa Ana if it is in any way incomplete, irregular or if it contains material misrepresentations of fact or omits material information required. 1.4 COST OF PREPARATION Proposers assume all costs associated with the preparation of their bid proposals and any oral presentations that may be necessary or required throughout the procurement process. 1.5 UNDERSTANDING PROPOSAL It is the responsibility of each Proposer to inquire about any criteria, condition, term, provision, or requirement of the RFP that the Proposer does not understand. Responses to inquiries, if they significantly change or clarify the RFP requirements or any aspect of the procurement process, will be forwarded by addenda to all Proposers. The City of Santa Ana will not be bound by any oral responses to inquiries. By submitting bid proposals, Proposers assert that they have fully read the RFP and any addenda issued by City, the proposed Contract and any other Contract Documents, and affirm that the terms and conditions stated therein are fully understood and are acceptable to the Proposer. Each Proposer accepts the terms and conditions of the Contract Documents and indicates their ability and willingness to perform the requested services under such terms and conditions. Any exceptions to the terms and conditions City of Santa Ana Page 18 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-44 d City of Santa Ana set forth in the Contract Documents should be clearly noted in each Proposer's proposal. Please direct all questions regarding the procurement process to: City of Santa Ana Finance & Management Services -Purchasing Sandy Perez, Supervising Buyer Email: sperez(a.santa-ana.orq Phone: 714-647-5329 1.6 CONTRACTOR SELECTION AND AWARD The award of contract under this RFP will be made by the City of Santa Ana. All Proposers will be notified in writing at the conclusion of the procurement process as to the results of the bid proposal evaluation process and the final award recommendation. Proposers will receive mailed award/non-award notification, which will include the name of the Proposer awarded a contract. City of Santa Ana Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-45 Page 19 0 City of Santa Ana SECTION 2 ADMINISTRATION 2.1 BID PROPOSAL SUBMISSION PROCESS The City of Santa Ana is committed to providing and maintaining the highest levels of emergency response service possible to the public. In conjunction with OCFA, the provision of the 9-1-1 Emergency Transportation Service pursuant to this RFP process is a critical part of the City's continuing efforts to achieve this objective. 2.2 BID PROPOSAL PRE -SUBMISSION CONFERENCE A bid proposal pre -submission conference will be held at Santa Ana City Hall, First Floor, Ross Annex, Room #1200 on Wednesday. October 3. 2018 at 2:00 P.M. The purpose of the conference is for City of Santa Ana staff to respond to any questions, concerns, comments and/or suggestions concerning the procurement process, which have been submitted in advance and in writing to the City of Santa Ana, Purchasing Division. All questions must be submitted by Wednesday, September 26, 2018 to Sandy Perez, Supervising Buyer. The conference is also an opportunity for City of Santa Ana staff to clarify bid specifications and requirements before submission. 2.3 BID PROPOSAL SUBMISSION REQUIREMENTS 2.3.1 Bid Proposal Submission Due Date In order to compete in the RFP process, all bid proposals must be completed and received by the City of Santa Ana, Purchasing Division no later than 3:00 P.M., on Monday, October 22, 2018 ("Submission Due Date"). Bid proposals must be hand -delivered or sent via courier/messenger to the City of Santa Ana, Purchasing City of Santa Ana Page 110 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 p7p*fe �, 0City of Santa Ana Division. Do not send bid proposals via U.S. Mail. All proposals must be sealed and submitted to the City of Santa Ana, Purchasing Division in accordance with the required format and in the manner prescribed herein by the Submission Due Date. A signed original bid proposal plus seven (7) copies and one electronic copy on a flash drive of the proposal must be received by the City of Santa Ana, Purchasing Division no later than 3:OOP.M. on Monday, October 22. 2018 for public opening. Proposers are strongly encouraged to submit their bid proposals in advance of the due date to avoid the possibility of missing the 3:00 P.M deadline due to unforeseen circumstances. Proposers assume the risk of the methods of dispatch chosen. City of Santa Ana or OCFA assumes no responsibility for any delays whatsoever caused by any courier, delivery, or messenger service. Bid proposals must be date and time stamped by the City of Santa Ana, Purchasing Division on time by the 3:OOP.M. Submission Due Date in order to be considered. Additional time will not be granted to any single Proposer; however, additional time may be granted to all Proposers when, at its sole discretion, the City of Santa Ana or OCFA determines that circumstances require additional submission time. Bid proposals sent to the City of Santa Ana, Purchasing Division via U.S. Mail, Fax, or E-mail will NOT be accepted. No amendments, additions, deletions, or alterations to submitted bid proposals will be accepted by the City of Santa Ana, Purchasing Division after the Submission Due Date. Bid proposals received after 3:00 P.M. on the Submission Due Date will be returned unopened. 2.3.2 Bid Proposal Submission Instructions: Required Format All bid proposals must be submitted in accordance with the following requirements: A. Proposal Binders: All bid proposals must be submitted in three-ring binders, which are not larger than twelve inches by twelve inches (12"x12"); B. Original + Copies: The original signed bid proposal shall be clearly marked "ORIGINAL" and seven (7) copies and one electronic of the bid proposal, City of Santa Ana Page 111 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-47 0 City of Santa Ana including any attachments, must be sent under seal to the City of Santa Ana, Purchasing Division by the Submission Due Date and time; C. Early Bids: Bid proposals received by the City of Santa Ana, Purchasing Division prior to the Submission Due Date will be date and time stamped and secured by the City of Santa Ana, Purchasing Division; D. Title Page: All bid proposals must be clearly marked on the outside binder cover with a title page containing the following information: i. Name of ambulance transportation service operator (i.e., the Proposer); ii. Name of RFP and RFP #18-059; ill. Proposer address and telephone number; iv. Proposer authorized contact person; v. Proposer authorized contact person's signature; vi. Bid proposal submission date; and vii. Marked as original submitted copy E. Bid Format To facilitate the bid proposal review process, all bid proposals must strictly adhere to the format, table of contents, titles, page limits, and numbering for requested information items as set forth in Section 7, Bid Proposal Submission Forms. Any deviation from the Section 7 format and the required Bid Proposal Submission Forms may result in disqualification, at the City's discretion. All Proposers must strictly adhere to the following rules in preparing their bid proposals, and any deviation may result in disqualification: L Use only standard one inch (1") margins; fl. Use only size 12 font; iii. Use only single -sided pages; iv. Observe all page limit requirements, as specified; v. Use proposal binders no larger than 12"x12"; City of Santa Ana Page 112 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 P74*6 i S 0 City of Santa Ana vi. Use tabs or dividers to separate bid response sections. F. Complete Answers & Responses All bid proposals must provide answers to all questions and provide complete responses to each and every requested item and category as specified in Section 7. Specific submission data have been provided for your convenience for each submission item. Proposers are required to supply, at a minimum, the items listed for specific submission. Proposers are permitted, within the prescribed page limits, to submit additional information that they deem helpful in the evaluation and grading process. Failure to provide answers to all questions and complete responses to all requested item categories may result in disqualification, at the City's discretion; G. Table of Contents Bid proposals must include a table of contents listing the individual information as requested by section and set forth in Section 7, Bid Proposal Submission Forms, and their corresponding page numbers. Tabs or dividers must be used to clearly separate each of the individual sections; H. Cover Letter Bid proposals must include a cover letter on official letterhead describing the Proposer, and must include the following information: i. The official name of the Proposer, and stating the Proposer's interest in participating in the RFP; ii. The Proposer's organizational structure (e.g. corporation, partnership, limited liability corporation, or otherwise); The jurisdiction in which the Proposer is organized and the date of such organization; City of Santa Ana Page 113 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 40MV, R City of Santa Ana iv. The address and telephone number of the Proposer's headquarters and of any local office involved in the bid proposal; v. The Proposer's Federal Tax Identification Number; vi. The name, address, telephone, fax numbers, and e-mail address of the person(s) who will serve as the authorized contact(s) to the City/OCFA with regards to the bid proposal, the RFP process, the Contract Documents, and the administration of the contract, if awarded, with authorization to make representations on behalf of and to bind the Proposer; vii. Provide applicable authorized signature documentation, pursuant to Proposer's organizational structure/bylaws, verifying the authority of the person signing the original bid proposal to commit to the proposal on behalf of the Proposer; viii. A representation that the Proposer is in good standing in the State of California and has obtained all necessary licenses, permits, certifications, approvals, and governmental authorizations necessary in order to perform all of the required performance obligations specified herein; ix. A representation that the Proposer is in good standing in the Medicare and Medi -Cal programs and is not the subject of any pending actions, investigations, or prosecutions, whether civil, criminal, or administrative, relating to their billing or reimbursement practices, and that Proposer has not been excluded from any state or federal healthcare program or employs any individual who has been excluded from any state or federal healthcare program. City of Santa Ana Page 114 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-50 W'I City of Santa Ana x. Statement of acceptance of all terms, conditions, requirements, and performance criteria contained in the Contract Documents; and A. Any additional information Proposer deems relevant for consideration during the selection process. I. Photographs Proposers may submit, as part of their bid proposal, a maximum of three (3) pages of color photographs or other renderings depicting their ambulance service facilities, operation, and/or personnel. Such photographs are to be inserted at the end of the bid proposal; J. Non -Collusion Certificate Each Proposer must execute and submit with each bid proposal the Non - Collusion Certificate in Section 7; and K. Compliance Bid proposals that do not strictly adhere to the format requirements and rules set forth herein may be disqualified at the sole discretion of the City of Santa Ana and OCFA. 2.4 PUBLIC OPENING OF BID PROPOSALS 2.4.1 Bid Proposal Opening. All bid proposals received on time by the Submission Due Date will be publicly opened. The public opening will be held at the City of Santa Ana, Purchasing Division site time on Monday, October 22, 2018 at 3:15P.M. 2.4.2 Late Submission. Bid proposals received after 3:00 P.M. on Monday, October 22, 2018 on the Submission Due Date will be returned unopened and will not be considered. City of Santa Ana Page 115 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-51 j City of Santa Ana 2.5 BID PROPOSAL EVALUATIONS 2.5.1 Competitive Process The Proposal Grading Panel will evaluate and rate each bid proposal according to established criteria. The following evaluation criteria, with a maximum of 500 points, will be utilized by the Proposal Grading Panel to rate each proposal: At the conclusion of the evaluation process, the Proposal Grading Panel will make a final contract award recommendation(s), which will be presented to the Santa Ana City of Santa Ana Council. The City of Santa Ana Council may accept the professional Grading Panel's award recommendation and award the contract pursuant to that recommendation. Alternatively, the City of Santa Ana Council may award the contract to another qualified Proposer upon conducting its own review and evaluation of the grading criteria, scoring materials, final scores, bid proposals submission materials, and other pertinent information. 2.5.2 Pr000sal Grading Panel. Bid proposals will be reviewed and evaluated by a Proposal Grading Panel. City/OCFA staff will participate and appoint the members of the Proposal Grading Panel. City of Santa Ana Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-52 Page 116 Criteria Points A. Experience of the Proposer 0-100 B. Operational Systems 0-100 C. Patient Care/Transport System Design 0-100 D. Personnel Training and Records 0-75 E. Financial Analysis (Cost to the City) 0-75 F. Vehicle Maintenance and Records 0-50 At the conclusion of the evaluation process, the Proposal Grading Panel will make a final contract award recommendation(s), which will be presented to the Santa Ana City of Santa Ana Council. The City of Santa Ana Council may accept the professional Grading Panel's award recommendation and award the contract pursuant to that recommendation. Alternatively, the City of Santa Ana Council may award the contract to another qualified Proposer upon conducting its own review and evaluation of the grading criteria, scoring materials, final scores, bid proposals submission materials, and other pertinent information. 2.5.2 Pr000sal Grading Panel. Bid proposals will be reviewed and evaluated by a Proposal Grading Panel. City/OCFA staff will participate and appoint the members of the Proposal Grading Panel. City of Santa Ana Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-52 Page 116 0 City of Santa Ana Following an initial bid proposal evaluation process, the grading panel will select finalists for possible onsite visits and oral presentations. Oral presentation concerning the Proposer's proposal, all of which may be videotape recorded, will be limited to 30 minutes per presentation. During the oral presentations the Proposal Grading Panel will listen to the Proposer's presentation and may ask questions of the Proposers and/or request amplification, explanation, or further information regarding their proposal. Additional presentation time may be allotted at the sole discretion of the panel. 2.6 ADMINISTRATIVE 2.6.1 Oral Presentations Oral presentations may be requested of all Proposers at any time throughout the procurement process. 2.6.2 Proprietary Information All bid proposals and documents submitted in response to this RFP shall become the property of the City. It is the responsibility of each Proposer to clearly identify any and all information contained in their bid proposal that it considers to be confidential and/or proprietary. To the extent that City of Santa Ana agrees with that designation, and it is consistent with the Public Record Act requirements, the City of Santa Ana will seek to protect that information from disclosure. All other information will be considered public. However, all information regarding the procurement process will not be disclosed to the public or be subject to disclosure pursuant to the California Public Records Act (Government Code §6250 et seq.) during the deliberative process, until such time as evaluations have been completed and final award recommendations have been made to the Council. In the event that a demand is made for disclosure of information designated by a Proposer as being "confidential and/or proprietary," City of Santa Ana will notify the Proposer in writing of such demand and shall furnish a copy of City's written response to the requestor. If the City of Santa Ana intends to disclose documents which Proposers believe to be confidential, Proposers may then pursue, at City of Santa Ana Page 117 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-53 0 City of Santa Ana their sole cost and expense, all appropriate legal action necessary to maintain the confidentiality of those documents. 2.6.3 Voluntary Withdrawal of Bid Proposal A Proposer may, upon written notice to City of Santa Ana and OCFA, voluntarily withdraw their bid proposal at any time prior to the Public Opening. Withdrawal of a bid proposal will be subject to verification of the identity of the requestor and confirmed with the Proposer's authorized representative. A receipt for the return of any unopened bid proposal will be prepared by the City of Santa Ana, Purchasing Division and signed by the Proposer's authorized representative. 2.6.4 Cancellation of RFP Process The City, in its sole and absolute discretion, may cancel this RFP at any time if it determines cancellation is in the best interest of the City of Santa Ana and OCFA... 2.7 BID PROPOSAL REJECTION 2.7.1 Right to Refect At the sole discretion of the City of Santa Ana and OCFA reserves the right to reject any and all bid proposals, in whole or in part, and is not bound to accept the lowest proposal (or the proposal prices for services). In such event the City of Santa Ana Council, in its discretion, may direct the issuance of a new RFP. 2.7.2 Failure to Comply: Provision of Inaccurate or False Information: Hindrance A bid proposal may be rejected by the City of Santa Ana and OCFA, in its sole discretion, for failure to comply with the requirements set forth in this RFP, for providing inaccurate or false information, or for other reasons that the City of Santa Ana determines create or may create a hindrance or impairment to the objective evaluation of such proposal. City of Santa Ana Page 118 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-54 0 City of Santa Ana 2.7.3 Waiver: Correction & Resubmittal The City of Santa Ana and OCFA reserves the right, in its sole discretion, to waive any and all bid proposal irregularities or informalities that the City of Santa Ana deems correctible or otherwise not relevant. In the event of a bid proposal irregularity or informality, the Proposer may be required to immediately correct and/or resubmit, in whole or in part, its bid proposal. 2.7.4 Incomplete: Irregular: Material Misrepresentations - Reiection A bid proposal may be rejected by the City of Santa Ana and OCFA, in its sole discretion, if it is in any way incomplete, irregular, or if it contains material misrepresentations of fact or omits material information required. Bid proposals that do not strictly adhere to the format requirements set forth in this RFP may be rejected. 2.7.5 Corrupt, Fraudulent, Illegal Practices - Disqualification A bid proposal may be rejected or disqualified by the City of Santa Ana and OCFA upon evidence that the Proposer may have engaged in corrupt, fraudulent, and/or illegal practices involving the performance, administration, or award of a similar contract in another jurisdiction. 2.7.6 Exceptions to RFP Specifications: Delivery Criteria: Terms & Conditions Bid proposals that take exception to the RFP specifications and/or delivery criteria, or terms and conditions of the Contract Documents may be rejected. 2.7.7 Failure to Provide All Information Requested - Incomplete Bid proposals that do not provide all information requested in this RFP may be rejected as incomplete. 2.7.8 Notification of Reiection In the event a bid proposal is rejected, the City of Santa Ana will notify the Proposer in writing and shall explain the specific reason(s) for the rejection. City of Santa Ana Page 119 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-55 ~ City of Santa Ana 2.8 AWARD PROTEST The award of contracts under this RFP will be made by the City of Santa Ana. All protests shall be made in writing, signed and addressed to: City of Santa Ana Finance & Management Services -Purchasing Division Sandy Perez, Supervising Buyer 20 Civic Center Plaza (M-16) Santa Ana, California 92702 Email: sperez(ftanta-ana.org Phone: 714-647-5329 Protests shall state the reason(s) for the protest, citing the law, rule, regulation or procedure on which the protest is based. If a protest is based on what appears to be an erroneous assessment of the ability of a Proposer to meet the RFP specifications and requirements, the protester must provide facts and evidence to support the claim. If the protest is sent via U.S. mail, it must be sent certified or registered. All protests shall be submitted no later than ten (10) working days from notification. 2.9 PROPOSED SCHEDULE OF EVENTS City of Santa Ana Page 120 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-56 Action Date A Final RFP Issued Tuesday, August 28, 2018 B Deadline for Written Questions Regarding the RFP Wednesday, September 26, 2018 C Bid Proposal Pre -Submission Conference (RSVP Required) Wednesday, October 3, 2018 at 2:00 P.M. in City Hall, Ross Annex, Conf. Room #1200 D RFP Addenda to Address Questions Thursday, October 4, 2018 to Friday, October 12, 2018 City of Santa Ana Page 120 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-56 0 City of Santa Ana * Start date assumes a January 1, 2019 contract effective date. In the event the Contract is awarded to a new contractor, the incumbent contractor may be granted a six month extension, with City Council approval, beginning January 1, 2019 to June 30, 2019, to allow sufficient time for the transition of services between service providers. City of Santa Ana Page 121 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-57 E Proposal Submission Due Date Monday, October 22, 2018 at 3:00 P.M. F Proposal Submission Public Opening Monday, October 22, 2018 at 3:15 P.M. City Hall, 4th Floor, Purchasing Division, Room 429 G Proposal Grading Panel Evaluation Process Start Tuesday, October 30, 2018 to Thursday, November 1, 2018 H Proposal Grading Panel - Recommendations Wednesday, November 7, 2018 I Final Recommendation, Selection and Contract Award Submitted to City Council Tuesday, December 4, 2018 J Final Date for Submission of Award Protests Tuesday, December 18, 2018 K Execution of Contract Wednesday, December 19, 2018 L Contract Performance Start Date Tuesday, January 1, 2019' * Start date assumes a January 1, 2019 contract effective date. In the event the Contract is awarded to a new contractor, the incumbent contractor may be granted a six month extension, with City Council approval, beginning January 1, 2019 to June 30, 2019, to allow sufficient time for the transition of services between service providers. City of Santa Ana Page 121 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-57 City of Santa Ana SECTION 3 GENERAL TERMS AND CONDITIONS 3.1 PROPOSED CONTRACT The proposed Contract is attached to this RFP as Attachment No. 1. Please review the terms of the proposed Contract carefully (the "Contract" or the "Agreement'). Where there is a discrepancy in the terms of this RFP and the terms of the Contract, the terms of the Contract shall prevail. 3.2 CONTRACT DOCUMENTS The Contract entered into by the successful Proposer shall consist of the: 3.2.1 Executed Contract Executed Contract between the City of Santa Ana and Contractor attached as Attachment No. 1 to this RFP. 3.2.2 RFP Request for Proposal(s) 3.2.3 Original Bid Proposal(s) Signed, original bid proposal(s) submitted by the successful Proposer ('Bid Proposal') The Executed Contract, the RFP, and the Bid Proposal(s), submitted by the successful Proposer will be incorporated and made a part of the Contract and shall be hereinafter collectively referred to as the "Contract Documents." All provisions of the RFP, the Bid Proposal(s), and the contract shall be binding on the parties. Should any inconsistency or ambiguity occur or exist in the Contract Documents, the provisions of the Contract, then the provisions of the Proposal, then the provisions of the RFP shall control. City of Santa Ana Page 122 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 0 City of Santa Ana For purposes of this section the successful Proposer shall be referred to as the "Contractor." 3.3 CONTRACT MODIFICATION AND AMENDMENTS Once a Contract has been awarded and executed, the parties may adjust the specific terms of the Contract Documents from time to time where circumstances beyond the control of either party require modification or amendment. Any modification or amendment proposed by the Contractor must be submitted in writing to the City of Santa Ana, OCFA, and OCEMS for consideration. The decision to modify or amend any term or condition of the Contract Documents shall be at the sole discretion of the City of Santa Ana, with feedback from OCFA and may require concurrence from OCEMS. Any agreed upon modification or amendment must be in writing, approved by all parties. 3.4 CONTRACT ADMINISTRATION The Executive Director of Finance & Management Services of the City of Santa Ana, or his designee, shall be the authorized representative in all matters pertaining to the RFP process. The contract awarded pursuant to this RFP for the provision of 9-1-1 Emergency Transportation Service to the City of Santa Ana shall be administered by the Executive Director of Finance & Management Services of the City of Santa Ana, or his designee. 3.5 CONTRACT EFFECTIVE DATE The effective date of the contract awarded pursuant this RFP shall be TBD, ("Effective Date") at which time Contractor will assume full responsibility for the provision of 9-1-1 Emergency Transportation Service within the City of Santa Ana, as outlined in this RFP. The Effective Date may be postponed at the sole discretion of the Executive Director of Finance & Management Services of the City of Santa Ana or designee in order to protect public health and safety or in the event a successful Proposer/Contractor is for any reason unable to commence performance at that time. City of Santa Ana Page 123 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-59 0 City of Santa Ana 3.6 CONTRACT TERM 3.6.1 Term The exclusive contract awarded pursuant to this RFP are for an initial five (5) year term, ending at TBD. The contract shall automatically expire at the end of the initial five year term, unless extended as provided below. 3.6.2 Contract Extension Upon the mutual written agreement of the parties, the contract may be extended with an optional three (3) year extension, plus a final optional two (2) year extension (for a possible total term of 10 years). Successful past performance during the initial contract period will be a critical factor in the decision to grant an extension. The decision to either grant or deny a contract extension(s) shall be final. The decision to grant an extension shall be made solely by the City of Santa Ana. At the end of the initial contract term, or if extended at the end of the extended term, the Contract awarded pursuant to this RFP shall automatically terminate. 3.6.3 Termination. Once the Agreement is executed, it may be terminated as follows: A. The Agreement may be terminated by either party, with or without cause, upon ninety (90) days prior written notice to the other party. B. CITY OF SANTA ANA may terminate the Agreement for Cause by providing CONTRACTOR thirty (30) days prior written notice of termination for Cause and the factors constituting Cause. CONTRACTOR will have thirty (30) days to cure any alleged breach, prior to termination for cause under this section. City of Santa Ana Page 124 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 p7pMe .0, 0 City of Santa Ana C. CITY OF SANTA ANA may terminate the Agreement immediately if the OCFA Fire Chief or designee (in their reasonable discretion) determines that continued operations by CONTRACTOR following the breach would constitute a danger to the public health, safety or general welfare. K �1016Yl1:?-,I [M=1 Contractor must provide, to the satisfaction of the City of Santa Ana and OCFA, insurance in accordance with the following requirements: 3.7.1 Certificates of Insurance Prior to beginning the provision of 9-1-1 Emergency Transportation Service under this Agreement, CONTRACTOR must provide to the satisfaction of the CITY OF SANTA ANA and OCFA, certificates of insurance and endorsements evidencing the policy or policies of insurance in the types and amounts set forth below. CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, the following minimum scope of insurance coverage: A. Commercial General Liability Insurance in an amount not less than $10,000,000 per occurrence, written on an occurrence form. If the policy carries an annual aggregate, such aggregate shall be in an amount not less than $10,000,000 per occurrence. B. Ambulance Medical Malpractice Insurance in an amount not less than $3,000,000 per occurrence. If the policy carries an annual aggregate, such aggregate shall be in an amount not less than $6,000,000 per occurrence. Such insurance coverage may be combined with either the general or automobile liability coverage; provided, however, if the insurance coverage is so structured, the combined coverage shall be City of Santa Ana Page 125 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-61 I City of Santa Ana in an amount not less than $5,000,000 per occurrence, with an annual aggregate of not less than $10,000,000. C. Comprehensive Business Automobile Liability Insurance in an amount not less than $3,000,000 per occurrence, covering owned, non -owned and hired vehicles, written on an occurrence form. If policy carries an annual aggregate, such aggregate shall be in an amount not less than $6,000,000 per occurrence. Contractor understands that it must provide Business Automobile Liability coverage for all vehicles. D. Workers' Compensation and Employers' Liability Insurance in a statutory amount for workers' compensation and in an amount not less than $1,000,000 for employers' liability. Such insurance shall contain a waiver -of -subrogation clause in favor of the CITY OF SANTA ANA and OCFA, and their respective officers, officials, employees and agents. 3.7.2 CONTRACTOR shall also comply with the following requirements: A. If the above -required insurance coverage does not provide for an annual aggregate which is twice the per -occurrence limit, in the alternative the insurance policy (policies) shall be amended (by appropriate ISO endorsements) so that the policy limits apply solely to this Agreement. B. The above -required liability insurance shall be in a form which supports coverage for the provisions of the indemnification clause required under this Agreement, including a claim brought against the CITY OF SANTA ANA and/or OCFA for the injury to, or death of an employee or agent of CONTRACTOR. C. In the event of a claim (claims) against the above -referenced liability policies which reasonably may deplete one-half or more of the City of Santa Ana Page 126 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-62 0 City of Santa Ana aggregate limits, CONTRACTOR shall immediately notify CITY OF SANTA ANA and/or OCFA. In the event a claim (claims) against the above -referenced liability policies which are reasonably expected to deplete 90% of the aggregate limits, CONTRACTOR shall, at CONTRACTOR's expense, reinstate the aggregate limits at least to an amount equal to one-half of the face amount of the aggregate limits on the policies. D. All insurance required pursuant to this section shall be issued by a company authorized by the Insurance Department of the State of California and rated A -VII or better by the latest edition of Best's Key Rating Guide. E. No insurance required herein shall provide for a deductible in excess of $5,000 or a self-insured retention in any amount, without prior written consent of the CITY OF SANTA ANA and OCFA; and, the granting or denying of such consent shall be at the sole and absolute discretion of the CITY OF SANTA ANA and OCFA. 3.7.3 Endorsements A. All insurance required herein shall be endorsed to state that "Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior to written notice by certified mail, return receipt requested, has been given to the CITY OF SANTA ANA and OCFA." B. The liability policies required herein, except for professional liability (if a stand -above coverage), workers compensation and employers' liability, shall, by endorsement, contain the following provisions: City of Santa Ana Page 127 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-63 a City of Santa Ana I. 'The CITY OF SANTA ANA and OCFA, and their respective officers, officials, employees, representatives, and volunteers are hereby declared to be additional insureds as respects the operations, activities, work, errors, or omissions of the named insured arising out of or in connection with any contract or agreement with the CITY OF SANTA ANA and OCFA." ii. 'This insurance is primary to, and shall not contribute with, any insurance or self-insurance maintained by the City of Santa Ana or OCFA, or by any of the designated additional insureds." iii. 'This insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability." C. Worker's Compensation and Professional Liability policies shall be endorsed state that the insurer waives all rights of subrogation against the CITY OF SANTA ANA and OCFA, and their respective officers, officials, agents, employees, and volunteers for losses arising from work performed by the CONTRACTOR under this Agreement. 3.7.4 Certificates of Insurance All insurance coverages shall be confirmed by execution of endorsements and certificates of insurance. CONTRACTOR is required to file the completed policy endorsements and certificates with CITY OF SANTA ANA and OCFA on or before the Effective Date of this Agreement, and to thereafter maintain current endorsements on file with CITY OF SANTA ANA and OCFA. The completed endorsements and certificates of insurance are subject to the approval of CITY OF SANTA ANA and OCFA and shall show the CITY OF SANTA ANA as an insurance CERTIFICATE HOLDER. City of Santa Ana Page 128 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-64 r" City of Santa Ana 3.7.5 Indemnification and Hold Harmless Clause Nothing in this section shall be construed as limiting in any way; the Indemnification and Hold Harmless Clause contained in this Contract, or the extent to which CONTRACTOR may be held responsible for payments of damages to persons or property. 3.7.6 Right to Review CITY OF SANTA ANA or OCFA shall have the right at any time to review the coverage, form, and limits of insurance required herein. If, in the sole and absolute discretion of the CITY OF SANTA ANA and/or OCFA, the insurance provisions in this Agreement do not provide adequate protection for the CITY OF SANTA ANA and/or OCFA, shall have the right to require CONTRACTOR to obtain insurance sufficient in coverage, form, and limits to provide adequate protection, and CONTRACTOR shall promptly comply with such requirement. The CITY's and OCFA's requirements shall not be unreasonable, but shall be adequate in the sole opinion of the CITY OF SANTA ANA and OCFA to protect against the kind and nature of risks which exists at the time a change of insurance is required, or thereafter. 3.7.7 Alternate Forms of Insurance Alternate forms of insurance that meet the above requirements, must be approved by the CITY's and OCFA's Risk Manager prior to submitting a proposal for any work under this Agreement. 3.7.8 Mutual Aid The Mutual Aid provider shall be required to meet all of the insurance requirements in this Section to the same degree as Contractor, and those requirements will be included in the Mutual Aid Contract. City of Santa Ana Page 129 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-65 0 City of Santa Ana 3.8 ASSIGNMENT Except as provided herein, Contractor may not delegate, transfer or assign its rights or otherwise transfer its obligations, in whole or in part, under the proposed contract to any other person or entity without first obtaining the prior written consent of the City of Santa Ana and OCFA and not for 180 days after the formal contract award. Any such assignment or transfer without the prior written consent of the City of Santa Ana and OCFA shall be void, the attempted assignment shall constitute a breach of the Contract, and if discovered during the bidding process will be grounds for rejection of the bid. For purposes of this section, the following will be considered to be a "transfer" or "assignment": 3.8.1 Change in Business Structure Any change in the business structure, including but not limited to, changes from or to: (a) a sole proprietorship; (b) a partnership, including any change in the partners; (c) a corporation, including any change in the shareholders, whether by operation of law or otherwise; 3.8.2 Bankruptcy Bankruptcy, an assignment for the benefit of creditors, or the appointment of a receiver; or 3.8.3 Transfer A transfer by any of the owners, shareholders or members (whichever is applicable) of Contractor of greater than ten percent (10%) of the ownership interest, stock or membership interest (whichever is applicable) in Contractor's business, issued as of the Effective Date by the Contractor, or the sale or transfer of over twenty-five percent (25%) of the assets of the Contractor. In the event a Contractor experiences regular stock exchanges in excess of the ten percent (10%) threshold, a separate agreement may be negotiated to set a threshold that still provides the City of Santa Ana and OCFA with the protections City of Santa Ana Page 130 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 p7pWO • ,, 0 City of Santa Ana intended. The stock sale of a publicly traded corporation that does not constitute a change in majority ownership will not be deemed a transfer of ownership for purposes of this Section. 3.9 AUDITS AND INSPECTIONS 3.9.1 Business Office At any time during normal business hours, and as often as may reasonably be deemed necessary by the City of Santa Ana or OCFA, the City of Santa Ana or OCFA may observe and inspect Contractor's business office, and Contractor must make promptly available to the City of Santa Ana or OCFA for its examination all of Contractor's records that pertain to performance of the Contract. The City of Santa Ana or OCFA may audit, examine, and copy any and all Contractor records pertaining to their performance of the contract, including but not limited to, personnel records, daily logs, conditions of employment, and all other data. The City of Santa Ana or OCFA's right to inspect Contractor's business office and any and all records pertaining to their performance of the Contract will be restricted to normal business hours and reasonable notice shall be given to Contractor in advance of such inspection. 3.10 COOPERATION Contractor must cooperate with the City of Santa Ana and OCFA and take all actions necessary to ensure that all terms and conditions, and required performance levels, set forth in the Contract Documents are satisfied at all times throughout the contract term. 3.11 NON -COLLUSION CERTIFICATE Each Proposer must execute and submit with each bid proposal the Non - Collusion Certificate in Section 7. If there is reason to believe that collusion exists City of Santa Ana Page 131 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-67 City of Santa Ana among Proposers, all bid proposals submitted will be rejected and none of the participants in such collusion will be considered in any future RFP. 3.12 INDEPENDENT CONTRACTOR Both parties in the performance of the Contract shall be acting in an independent capacity of Santa Ana one from the other, and not as agents, employees, partners, or pursuant to a joint venture with one another. The parties understand and agree that Contractor and its employees (which term specifically includes, but is not limited to, the Transportation Personnel) are not employees of the City, the County or OCFA, and are not entitled to any of the rights, benefits, or privileges of City, County or OCFA, employees including, but not limited to, medical, unemployment, or workers' compensation insurance. 3.13 INDEMNIFICATION CONTRACTOR agrees to defend, indemnify, hold free and harmless the CITY OF SANTA ANA and OCFA, and their respective officers, officials agents, employees and volunteers, at CONTRACTOR's sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the CITY OF SANTA ANA or OCFA, or their respective officers, officials, agents, employees or volunteers, arising out of the performance of the CONTRACTOR, its employees, agents and/or authorized subcontractors, of the work undertaken pursuant to the Agreement, specifically including but not limited to the 9-1-1 Emergency Transportation Service. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the CONTRACTOR, its employees, agents and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the CONTRACTOR, its employees, agents and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the CITY OF SANTA ANA or OCFA, or their respective officers, officials, agents, employees or City of Santa Ana Page 132 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 0 City of Santa Ana volunteers, based upon the work performed by the CONTRACTOR, its employees, agents and/or authorized subcontractors under this Agreement, whether or not the CONTRACTOR, its employees, agents and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the CONTRACTOR shall not be liable for the defense or indemnification of the CITY OF SANTA ANA or OCFA for claims, actions, complaints or suits arising out of the sole negligence or willful misconduct of the CITY OF SANTA ANA or OCFA. The Mutual Aid Provider shall be required to include the same language in the Mutual Aid Contract, indemnifying the City of Santa Ana and OCFA to the same degree as Contractor. 3.14 COMPLIANCE WITH LAW All services provided by Contractor pursuant to the Contract Documents must be rendered in full. All compliance with all applicable federal, state, and local laws, rules, statutes, and regulations. It will be Contractor's sole responsibility to determine which federal, state, and local laws, rules, statutes, and regulations apply to the services to be performed pursuant to the Contract Documents, and to maintain compliance at all times throughout the Contract term. 3.15 RESPONSIBILITY Except as may be specifically stated herein to the contrary, it shall be the responsibility of Contractor to provide all Transportation Personnel with whatever resources and equipment are necessary to perform the 9-1-1 Emergency Transportation Service, and to otherwise satisfy all of the terms and conditions set forth in the Contract Documents at all times during the Contract term. Except where it may be specifically permitted in the Contract, Contractor may not use any outside ambulance service providers or other resources to satisfy its obligations to provide 9-1-1 Emergency Transportation Service to the City of Santa Ana and OCFA, without first obtaining the prior written consent of the City of Santa Ana. Notwithstanding the City of Santa Ana Page 133 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 p7pMe • o �1 City of Santa Ana granting of any such approval by the City of Santa Ana and OCFA, nothing stated herein shall relieve Contractor of its duties and responsibilities under the Contract, and any additional cost incurred shall not be charged to the County, City of Santa Ana or OCFA. 3.16 ACTS OR OMISSIONS OF REPRESENTATIVES The acts and/or omissions of the owner(s), officers, operators, officials, employees, agents, and representatives of the Contractor in the performance of the services and obligations under the Contract Documents shall constitute the acts and/or omissions of the Contractor. 3.17 INSOLVENCY ACTS OR OMISSIONS OF REPRESENTATIVES Contractors shall not, without the prior written consent of the City of Santa Ana or OCFA, suffer either the appointment of a receiver to take possession of all, or substantially all of the assets of Contractor, or make a general assignment of such assets for the benefit of creditors. Any such action taken or suffered by Contractor under any insolvency or bankruptcy proceeding constitutes a breach of contract by Contractor, and all property, equipment or materials assigned by OCFA, the City of Santa Ana and/or the County to Contractor related to the provision of services under this contract shall be automatically "released" by Contractor and returned back to the possession and control of the City of Santa Ana and OCFA. Following the occurrence of any such event, the City of Santa Ana or OCFA may assign such property, equipment or materials to another assigned service provider, in the City of Santa Ana's or OCFA's sole discretion. City of Santa Ana Page 134 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-70 0 City of Santa Ana SECTION 4 OPERATIONAL STANDARDS, PROCEDURES AND PERFORMANCE REQUIREMENTS 4.1 EMERGENCY RESPONSE COMMUNICATIONS SYSTEM 4.1.1 Communications Requirements Contractors must comply with the following requirements concerning the installation, use, operation, and maintenance of their Emergency Response Communications System: A. Emergency Response Communications System must be operated and maintained by Contractor twenty-four (24) hours per day, seven (7) days per week; B. Contractor dispatch centers must be equipped with a secondary, emergency back-up electrical system to insure uninterrupted twenty- four (24) service; and, C. Complete integration of Contractor's dispatch center with OCFA (CAD to CAD) at the Contractor's sole expense is desirable. D. All 9-1-1 Emergency Transport units assigned to the City of Santa Ana must at a minimum be equipped with an 800 MHz communication device that allows communication between OCFA personnel, OCFA dispatch center, and contractor dispatch center. Tier II (Mutual Aid) units must meet same requirements. E. Automatic Vehicle Locator System (AVL) will be required on all 9-1-1 Emergency Transport units at contractor's expense. F. GPS/Route navigation will be required on all 9-1-1 Emergency Transport units at contractor's expense. City of Santa Ana Page 135 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-71 - City of Santa Ana 4.1.2 Vehicle Communications A. 800 MHz Mobile Radio Contractors must install and maintain at their sole cost and expense, an OCFA approved 800MHz mobile radio in the front passenger area (with a remote head in the rear patient area) of each ambulance that will be used for patient transport in the performance of the contract. The 800MHz mobile radios with a pre -identified radio identifier and at the discretion of the OCFA, configured to send status and message data, are to be used by Contractors' EMTs and ambulance personnel to communicate response status with OCFA dispatch and by OCFA paramedics to communicate with base and receiving hospitals during patient transport. Contractors must comply with the following 800 MHz mobile radio requirements: i. Contractors must obtain all necessary licenses, permits, and/or approvals from OCC (and any other applicable licensing or permitting agency) to operate and maintain their 800 MHz mobile. radios as required herein in conjunction with the 800 MHz C.C.C.S.; ii. Contractors must comply with all federal, state, and local laws, rules, statutes, and regulations governing the operation of 800 MHz mobile radios, including compliance with 800 MHz C.C.C.S. Standard Operating Procedures; iii. Contractors must ensure that their 800 MHz mobile radios are pre -assigned to a vehicle with a pre -identified radio identifier and are configured to send status and message data compatible with OCFA SmartNet Information Management System (SIMS), and must include an OCFA approved and issued Motorola DEKbox with 8 status/message keys to transmit unit status (e.g., en route, on scene, and available status functions); OCFA will City of Santa Ana Page 136 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-72 0 City of Santa Ana configure the SIMS system to enable this feature on all Contractor radios enabled on the 800 MHz C.C.C.S.; and iv. All Contractor 800MHz mobile radios must meet OCFA, OCC, ECC, 800 MHz C.C.C.S., and OCEMS specifications and requirements. B. Mobile Data Computer System Contractors must install and maintain, at their sole cost and expense, an OCFA approved and issued mobile data radio at Contractors' dispatch center for purposes of sending and receiving electronic emergency dispatch information, instructions, and call status. Contractors must comply with the following mobile data radio system requirements: I. MDC Radio Upon the award of a contract and prior to the Effective Date, Contractors must pay OCFA a onetime, non-refundable communications start-up fee of $3,500, which shall cover the following: (a) OCFA-issued and owned mobile data radio; (b) OCFA-issued mobile data application software; (c) mobile data installation; (d) mobile data programming; and (e) Mobile Data Radio and antenna to be installed at the Contractor's expense, as specified by OCFA. All communications equipment issued to Contractors by OCFA pursuant to this Section shall remain the property of OCFA. The communications systems described in this Section must be installed and fully operational prior to the Effective Date. Upon contract termination, all OCFA-issued communications equipment must be returned to OCFA within City of Santa Ana Page 137 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-73 16MTR% r City of Santa Ana thirty (30) days. This fee may be waived by OCFA if Contractor currently meets the specified requirements of this paragraph. ii. Annual MDC Fee Contractors must pay OCFA a $250 annual fee for MDC system operation and maintenance, which shall be due and payable upon contract award and annually thereafter. iii. Personal Computer Contractors must provide, at their sole cost and expense, and as part of their Emergency Response Communications System, a personal computer having the following minimum specifications: Intel Pentium 500 MHz or greater; 10.0 GB Hard Drive; 256 Mb SDRAM; 2000XP OS; Color display VGA; Com Ports — 1 serial, 1 USB, 1 Parallel; CD ROM; and, Keyboard — Standard Qwerty 104. iv. Mobile Application Software Motorola Tx Messenger v3.0 software or greater as specified by OCFA. 4.2 SERVICE HOURS 4.2.1 Service Contractor must provide, at a minimum: A. Transportation Personnel to fully staff the First Tier Service ambulances as provided by the Contractor as part of this contract, such that those vehicles are able to provide twenty-four (24) hour emergency ambulance transportation within the City, seven (7) days a week, for the duration of the term of the contract. B. A sufficient number of fully equipped Mutual Aid units, such that Contractor is able to respond to all 911 and other emergencies calls in City of Santa Ana Page 138 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-74 City of Santa Ana the City of Santa Ana and meet the response time requirements set forth in Section IV(C) below. C. Except to the degree that the RFP specifically provides for an exemption, during the term of the Contract, Contractor shall provide sufficient resources such that Contractor is able to respond to 100% of all 911 and other emergency calls in the City of Santa Ana by means of the combined efforts of the First Tier Service and Mutual Aid Service within the response time requirement. 4.2.2 Field Supervisor Contractor must have an authorized field supervisor available to the City of Santa Ana and OCFA personnel, either by radio or in person, on a twenty-four (24) hour, seven (7) day per week basis during the term of the contract. The Field Supervisor must be assigned and staffed in a separate non -transport unit. 4.3 RESPONSE TIMES 4.3.1 General Requirements Contractors must respond to OCFA's requests for emergency ambulance transportation service within the response times set forth in this Section. Response times will be calculated as the actual elapsed time in minutes from the moment the request is received by the Contractor's dispatch center to the time that the Contractor's first ambulance arrives on scene. Where multiple ambulances are dispatched to the same emergency scene, only the response time of the ambulance arriving first will be counted for purposes of calculating the response time. 4.3.2 Response Time Measurement Response times are measured in full minutes, rounded upward. For purposes of measuring compliance and for the imposition of any penalties, any City of Santa Ana Page 139 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-75 0 City of Santa Ana partial minute will be rounded to the next full minute. For example, a response time of 10:01 or 11:00 is counted as eleven minutes. 4.3.3 Response Times Required Contractor must strictly adhere to the following required response times at a quarterly compliance rate of ninety percent (90%) in each Code 2 and Code 3 categories, which shall be reported separately: Metro/Urban Requirements: a. Code 3 - Response time must not exceed nine (9) minutes, fifty-nine (59) seconds. b. Code 2 - Response time must not exceed fourteen (14) minutes, fifty- nine (59) seconds. 4.3.4 Response Time Reporting Contractor must provide quarterly response time reports to the City and OCFA ("Quarterly Response Time Reports"). If the Quarterly Response Time Reports are not submitted to the OCFA as prescribed herein two (2) or more times in a single 12 -month period, such omissions may constitute breach of contract. 4.3.5 Call Cancellation In the event a call for service is cancelled prior to arrival, the response will be considered to be within the response time requirement so long as the elapsed time between the call for service and the cancellation does not exceed the applicable response time requirement. In the event the elapsed time between the call for service and the cancellation is in excess of the applicable response time requirement, the call will be considered late. City of Santa Ana Page 140 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-76 City of Santa Ana 4.3.6 Quarterly Response Time Report - Format The Quarterly Response Time Reports must be submitted by Contractor using an electronic spreadsheet format. Whenever response times in either Code 2 or Code 3 categories fall below the 90% compliance rate in any given quarter, Contractor shall include a narrative assessment as to the cause of any response delay, and, if requested, shall meet and confer with the OCFA Fire Chief or designee for purposes of establishing a plan for avoiding such delay in the future. 4.3.7 Exemptions to Response Time Requirements The response time requirements set forth in this Section may be suspended and not enforced, at the sole discretion of the OCFA, in unusual circumstances. There shall be no exemption for response delays due to vehicle mechanical problems, driver error, traffic, weather, or mistake. The response time requirements set forth in this Section will be suspended and not enforced under the following limited circumstances: A. High Call Volume: Responses to calls for service during periods of unusual system overload or high call volume, which shall be determined at the sole discretion of the OCFA; B. Disasters: Responses to calls for service during an OCFA or city -declared disaster occurring during a declared disaster in a neighboring jurisdiction, which has requested emergency ambulance transportation or other mutual aid assistance from OCFA or the City of Santa Ana. For purposes of this Section, a "declared disaster' means any condition of disaster as declared or affirmed by the OCFA Fire Chief or his designee; C. Multiple Ambulance Response: For responses to calls for service where more than one ambulance is dispatched to the same incident, only the response time of the ambulance first to respond will be required to meet the required response time requirements; City of Santa Ana Page 141 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 1 B-059 August 28, 2018 250-77 City of Santa Ana D. Response UP/Downgrade: For Code 3 calls where the response priority code is downgraded to Code 2 by OCFA while the ambulance is en route to the scene, the response time standard for that call shall be recorded as a Code 2 call. If the response priority code is upgraded from Code 2 to Code 3 by OCFA while the ambulance is en route to the scene, the response time standard for that call shall be recorded as the number of minutes for a Code 3 call plus the number of minutes already elapsed, not to exceed the original total minutes for a Code 2 call;. E. Return of OCFA Personnel: In the event that an ambulance is delayed in responding to a call for service, or is hindered from providing a timely response, due to the need to comply with the requirement that it return all OCFA personnel to their respective fire stations, as described herein, the response time requirement for that call will be suspended. This exemption will only apply for a call for service dispatch that occurs while the ambulance is waiting for or actually returning OCFA personnel. It shall be the Contractor's responsibility to document such circumstances, including the length of time and the affected call(s) for service. Contractor must apply for a specific exemption as provided below. Calls for service dispatches that occur after the ambulance has returned OCFA personnel and while returning to any ambulance post location are not eligible for this exemption. 4.3.8 Procedures to Request Response Time Exemption Applications for receiving an exemption to the response time requirements must be submitted by Contractor to the OCFA for approval. Such requests must accompany the Quarterly Response Time Report for the period in which the exemption is requested. Requests for exemptions outside of the current quarterly reporting period will not be considered. Each request for exemption must include the following information: A. The incident date; City of Santa Ana Page 142 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 City of Santa Ana B. The OCFA Incident Number(s); C. A narrative summary of the incident; D. Explanation for the cause of the response time delay; and E. The specific exemption requested. The decision to either grant or deny a response time exemption request will be made by the OCFA within thirty (30) days; the decision to deny may be appealed to the Santa Ana OCFA Fire Chief or his designee, whose decision shall be final. 4.3.9 Use of Alternative Methods to Meet Response Time Requirements For purposes of maintaining compliance with the response time requirements established herein, Contractor must negotiate and enter into a Mutual Aid Contract with an ambulance service operator for the provision of 9-1-1 Emergency Transportation Service ("Mutual Aid Provider'). Any ambulance provider selected to provide such services, and any agreement to provide such services pursuant to this Section, must satisfy the following requirements: A. The Mutual Aid Contract must be reviewed and approved by the City of Santa Ana and OCFA prior to execution of the Contract awarded pursuant to this RFP and a copy of the Mutual Aid Contract must be sent to the OCFA EMS Section Battalion Chief; B. Mutual Aid Providers will be expected to perform 9-1-1 Emergency Transportation Service in the City of Santa Ana in accordance with all of the operational standards, procedures, and performance requirements set forth in the Contract Documents. Prior to Contractor providing any 9-1-1 Emergency Transportation Service under the Contract, the Mutual Aid Provider must acknowledge this obligation in writing to the City of Santa Ana and OCFA. City of Santa Ana Page 143 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-79 UR City of Santa Ana C. Mutual Aid Providers and their employees must cooperate with the City of Santa Ana and OCFA and must participate in any audit requested by the City of Santa Ana or OCFA concerning their performance; and D. Notwithstanding the above, Contractor, and not the Mutual Aid Provider will be primarily responsible for ensuring compliance with all terms, conditions, standards, and performance requirements set forth in the Contract Documents, including but not limited to, the primary obligation to pay any penalties which may be imposed by the OCFA and the payment of all fees and reimbursements. 4.3.10 Disciplinary Actions for Failure to Meet Response Time Requirements/ Performance Deficiency A. Meet and Confer Should a Contractor fail to meet the response time requirements set forth in this section in any quarterly period, either for any single Code category or for the cumulative total of Code 2 and Code 3 calls as outlined in section 4.3.3 -Response Times Required of this RFP, the OCFA representative shall notify the Contractor and meet and confer with said Contractor regarding performance and response time deficiencies. The purpose of this meeting is to notify the Contractor of its deficiencies and to work with the Contractor to ensure proper response time performance in the immediate future. B. Penalties At the discretion of the OCFA, monetary penalties may be assessed against a non-compliant Contractor for failure to meet the response time requirements set forth in this Section. Quarterly aggregate response times (i.e., in any quarterly period for any single Code category) that are City of Santa Ana Page 144 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 P74*6 : 1, 0 City of Santa Ana not in compliance with the response time requirements set forth in this Section may result in the OCFA assessing the non-compliant Contractor with a monetary penalty according to the following compliance and fine schedule: Quarterly Responses That Are In Compliance with Response Time Requirements: Penalty Imposed*: 90% or Better None 85%-89.9% $5,000 80%-84.9% $7,000 Less than 79.9% $10,000 * Note: Penalties are for Code 2 / Code 3 reported separately and calculated separately. In addition to the above response time penalties, the OCFA may assess monetary penalties against Contractor for the following: i. Turned Call Penalties Any calls for service that are not handled by the Contractor through the First Tier or Mutual Aid Service, that require OCFA to request service from another ambulance service operator, will result in the assessment of a 'Turned Call' penalty in the amount of $1,000 per occurrence. Contractor is to immediately notify the OCFA EMS Chief of said occurrence within 24 hours. Failure to report within 24 hours will result in an additional penalty of $500. ii.Late Report/Late Payment Penalties Any reports, fees, or reimbursements that are required to be submitted to the OCFA Contractor pursuant to the Contract City of Santa Ana Page 145 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-81 City of Santa Ana Documents (e.g., Quarterly Response Time Reports, CQI, etc.) and that are not submitted on time may result in the imposition of a $500 penalty per occurrence. C. Corrective Action Plan Situations which come to the attention of, or are reported to, the OCFA EMS Section Battalion Chief and which appear to constitute a Contractor service or performance deficiency or substantial inadequacy, as determined by the OCFA, shall be immediately investigated by the OCFA. An example of such situation might be the Contractor's failure to achieve at least a 90% response time performance in any single Code category for a quarterly reporting period. At the discretion of the OCFA, a Corrective Action Plan may be imposed on the Contractor to correct identified and verified performance deficiencies and inadequacies. The OCFA authorized representative shall meet to develop a written Corrective Action Plan (CAP) within fifteen (15) working days of the identification and verification of the service or performance deficiency, or substantial inadequacy, in accordance with the following CAP requirements: L CAP Format The CAP shall describe the following: (1) The service or performance deficiency, or substantial inadequacy shall be identified; and (2) The method by which Contractor is to correct the service or performance deficiency, or substantial inadequacy, shall be outlined. Contractor shall sign the CAP, thereby agreeing to the corrective action set forth in the CAP, with any areas of disagreement noted in writing. A copy of the signed CAP shall be furnished to Contractor at the conclusion of the CAP meeting. ii. Correction Period City of Santa Ana Page 146 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 P7F*1O O A City of Santa Ana Correction of the service or performance deficiency, or substantial inadequacy, shall occur within a period of not to exceed sixty (60) days from the development of the CAP, unless the OCFA representative determines that correction cannot be accomplished within the specified time frame. When correction will take longer than sixty (60) days from the development of the CAP, the CAP shall specify interim dates by which specific steps toward correction of the service or performance deficiency, or substantial inadequacy, will take place with the total time period not to exceed three (3) months. iii. CAP Inspection/Compliance The Fire Chief or his designee, shall visit and inspect Contractor's business office, facilities, vehicles, personnel, and/or records to review and document actions taken by Contractor to implement the CAP and shall document any continuing service or performance deficiency, or substantial inadequacy, which is not corrected within the specified time frame. In the event Contractor fails to correct the service or performance deficiency, or substantial inadequacy identified in the CAP within the time frame provided, OCFA may find Contractor to be in material breach of the Agreement. D.Timely Performance Required Assessment of penalties or the imposition of a CAP, pursuant to this Section will not relieve Contractor of the responsibility to meet all performance expectations as set forth in the Contract Documents. Substandard cumulative response time performance (i.e., below the 90% compliance rate for combined Code 2 and Code 3 calls) in any two (2) quarters in a single twelve (12) month period will constitute breach of contract, resulting in the imposition of a Remedial Action Plan (RAP). City of Santa Ana Page 147 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 p7pWO O City of Santa Ana Failure to timely correct and cure any response time deficiency, after having been given notice and a reasonable opportunity to cure such violation in accordance with an established Corrective Action Plan (CAP) or failure to cure a breach of contract after the imposition of a Remedial Action Plan (RAP), may constitute a material breach of the Agreement. Additionally, consistent problems in meeting and/or maintaining the response time requirements will be a key factor in determining whether to grant contract extensions. This RFP requires the highest levels of performance, reliability, and compliance with the established performance criteria and service delivery criteria, and the mere demonstration of effort, even diligent and well-intentioned effort, will not substitute for proper compliance. E. Waiver Any monetary penalty that may be imposed pursuant to this Section may be waived, upon a showing of good cause, at the sole discretion of the OCFA whose decision shall be final. 4.3.11 Emergency On -Scene Procedures A. Contractors must perform as a part of the patient care team and must be able to perform all BLS treatment modalities within their scope of practice, as required by OCEMS. B. All ambulance Transportation Personnel assigned by Contractor to perform 9-1-1 Emergency Transportation Service under the contract must: i. Be trained in Orange County EMS protocol and procedure; Work under the direction of the OCFA Incident Commander and/or the OCFA EMT -Paramedic in charge of the patient(s) and/or incident; City of Santa Ana Page 148 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 wj.V , City of Santa Ana iii. Fully cooperate with and abide by the instructions of the OCFA Incident Commander and/or the OCFA EMT -Paramedic in charge of the patient(s) and/or incident; iv. Place their apparatus and equipment at the scene in a safe location or as deemed appropriate by the OCFA Incident Commander and must be mindful of the need for safe operations, including the avoidance of exhaust fumes; v. Not interfere with or assist OCFA personnel in any firefighting or emergency rescue operation; vi. Request a secondary ambulance and/or field supervisor immediately upon determining that their unit has suffered a mechanical failure or is or may become disabled, or upon the request of an OCFA Incident Commander, and must likewise immediately inform the OCFA Incident Commander of any mechanical failures; and, vii. Be aware that safety is the responsibility of all personnel on scene; ambulance personnel shall not enter or operate in unsafe environments. 4.3.12 Disaster Assistance During a disaster, declared locally or in a neighboring jurisdiction, strict application of the performance standards set forth in the Contract Documents may be temporarily suspended by the OCFA in order to provide an appropriate response. While disaster coordination shall be provided by OCFA, Contractor is expected to be actively involved in the planning and response to any declared disaster. Upon notification of a disaster by OCFA, Contractor must immediately City of Santa Ana Page 149 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 0 City of Santa Ana commit any and all available resources and assist OCFA and the City of Santa Ana in accordance with disaster plans and protocols applicable in the locality where the disaster has occurred. In the event of a disaster, the following shall apply: A. During such periods, Contractor will be released from the response time requirements until notified by the OCFA Duty Officer that disaster assistance is no longer needed; B. When disaster assistance is no longer needed, Contractor must resume performance pursuant to the Contract Documents as quickly as is practical considering personnel exhaustion, medical supply restocking needs, and other relevant considerations; C. While performing disaster assistance, Contractor shall provide supervisory assistance at the command post or emergency operations center as requested and are to use best efforts to provide local emergency coverage; Contractor must also suspend non -emergency transport services as necessary, informing persons requesting non -emergency transport of the reason for the temporary suspension; D. During the course of a disaster, OCFA will work with Contractor to utilize mutual aid providers who are authorized to perform such services within the County to meet the service demands of the disaster. 4.3.13 Standard of Performance Contractors must perform all work and services pursuant to the Contract Documents in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the private, emergency ambulance transportation field in the State of California. City of Santa Ana Page 150 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-86 ,sill`(; �'° City of Santa Ana Contractor must warrant that they are skilled in the professional calling necessary to perform all work and services under the Contract Documents. Contractor must warrant, and from time to time may be required by the OCFA to demonstrate, that all employees and authorized subcontractors shall have sufficient skill and experience to perform the work and services assigned to them under the Contract. Finally, Contractor must further represent that they, their employees, and authorized subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the work and services under the contract, and that such licenses and approvals shall be maintained at all times during the term of the contract. 4.3.14 General Provisions A. Return of OCFA Personnel OCFA provides Advanced Life Support ("ALS") services from a variety of delivery platforms, including engine and truck companies. In cases where OCFA personnel accompany patients in the ambulance en route to hospitals or to other receiving facilities, and the OCFA ALS unit does not follow-up to the hospital/receiving facility, the Contractor/ or Mutual Aid Provider shall return those personnel to their assigned fire station(s) within 30 minutes from the conclusion of the run. The conclusion of the run is defined as the moment when the patient has been transferred into the care of hospital/medical staff, the ambulance crew has completed all required documentation, and the ambulance has been restocked and is ready to be placed back in service. At the conclusion of the run, the ambulance crew is to advise the accompanying OCFA personnel that they are ready to return them to their station. If while returning OCFA personnel to their station, the ambulance receives another 9- 1-1 emergency call, the ambulance may accept that call for service and take those returning OCFA personnel to the new call at the discretion of the OCFA personnel on board. City of Santa Ana Page 151 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-87 yrr,,.. City of Santa Ana B. 9-1-1 Calls for Service/Referral The 9-1-1 Emergency Transport Ambulances must be able to respond 24 hours a day 7 days a week to all 911 and other emergencies as required. C. Performance Contractor must demonstrate a continuous effort to detect and correct service level performance deficiencies, as determined by the OCFA, and to continuously upgrade the performance and reliability of the EMS system. Clinical and response time performance must be extremely reliable, with equipment failure and human error held to an absolute minimum through constant attention to performance, protocol, procedure, performance auditing, proper management oversight, employee training, continuing education, and prompt and definitive service level corrective actions plans. D. Conflict of Interest Proposers must certify that they are not, and will not be, violating either directly or indirectly any conflict of interest statute, rule, or regulation by their performance of the services described herein. E. Comolaints Contractor must immediately notify the OCFA in writing of any complaints, inquiries, or investigations initiated by OCEMS, the California Emergency Medical Services Authority, and/or any other federal, state, or local regulatory agency regarding Contractor's services performed pursuant to the Contract Documents, including but not limited to: level of service; service delivery; service quality; billing practices; medical training; and personnel. Nothing in the Contract Documents shall be construed as superseding the authority of OCEMS or any other duly empowered regulatory agency from separately and/or concurrently exercising its authority to provide regulatory oversight and to take action to ensure that emergency ambulance response services are administered according to law. City of Santa Ana Page 152 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 W2" City of Santa Ana F. HIPAA Business Associate Assurances Effective April 14, 2003, or such other implementation date established by law, to the extent that the parties have a "business associate" relationship, the parties shall carry out their obligations under the Contract Documents in compliance with the privacy regulations published at 65 Federal Register 82462 (December 28, 2000) (the "Privacy Regulations") pursuant to Public Law 104-191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F — Administrative Simplification, Sections 261, et seq., as amended ("HIPAA"), to protect the privacy of any personally identifiable, protected health information ("PHI") that is collected, processed or learned as a result of the services provided pursuant to the Contract. In conformity therewith, both parties must agree that they will: L Not use or further disclose PHI except: (a) As permitted under the Contract (that is, for the purpose of maintaining accurate records of the services provided pursuant to the Contract and for the billing of such services to patients, guarantors, insurers, carriers or other responsible parties; the issuance of reports to the other party pertaining to same; and related administrative functions pertaining to these activities); (b) As required for the proper management and administration of ALS and BLS in their capacity of Santa Ana as HIPAA "Business Associates" of each other; or (c) As required by law; ii. Use appropriate safeguards to prevent use or disclosure of PHI except as permitted by the Contract; City of Santa Ana Page 153 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 City of Santa Ana iii. Report to each other any use or disclosure of PHI not provided for by the Contract of which a party becomes aware; iv. Ensure that any agents or subcontractors to whom either party provides PHI, or who have access to PHI, agree to the same restrictions and conditions that apply to both parties with respect to such PHI; v. Make PHI available to the individual who has a right of access as required under HIPAA; vi. Make available for amendment and incorporate any amendments to PHI when notified to do so by either party; vii. Make available to either party the information required to provide an accounting of the disclosures of PHI made by the one party on the other party's behalf, provided such disclosures are of the type for which an accounting must be made under the Privacy Regulations; viii.Make their internal practices, books and records relating to the use and disclosure of PHI available to the Secretary of the Department of Health and Human Services for purposes of determining either party's compliance with HIPAA and the Privacy Regulations; and ix. At the termination of the Contract, return or destroy all PHI received from, or created or received by one party on behalf of the other party. In the event the return or destruction of such PHI is infeasible, both parties' obligations under this Section shall continue in full force and effect so long as either party possesses any PHI, notwithstanding the termination of the Contract for any reason. City of Santa Ana Page 154 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 0 City of Santa Ana G. Medicare/Medi-Cal Participation Contractor must warrant and represent that they are enrolled providers in good standing in the Medicare and Medi -Cal programs and are not the subject of any pending actions, investigations or prosecutions, whether civil, criminal or administrative, relating to their billing or reimbursement practices, and that Contractor shall not employ or utilize individuals for the performance of services hereunder who have been excluded from any state or federal health care program. Contractor must agree to notify the OCFA of any imposed exclusions or sanctions covered by this warranty and the OCFA in consultation with the City of Santa Ana reserves the right to immediately terminate the Contract upon receipt of such notice. 4.3.15 External Medical Quality Control Contractor must fully comply with all federal, state, and local medical standards, protocols, and rules and regulations applicable to the provision of private, emergency BLS ambulance transportation, including those established by OCEMS. Contractor must at all times during the contract term cooperate with the OCEMS program managers and the OCEMS Medical Director in the monitoring, regulation, management, oversight, and administration of the County EMS system. The OCEMS Medical Director, or his designee, has both the authority and responsibility to routinely establish and monitor private, emergency ambulance system performance, including but not limited to: ambulance equipment standards; medical protocols; personnel standards; training standards; medical dispatch procedures; first responder practices and training; medical control; and to effect corrective and disciplinary action as necessary. City of Santa Ana Page 155 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-91 City of Santa Ana 4.3.16 Internal Medical Quality Control Contractors must establish a Continuous Quality Improvement ("CQI") program directed at, but not limited to, effective administration and management of clinical performance, response time performance, driver performance, dispatch performance, and for all other BLS service levels. City of Santa Ana Page 156 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-92 4- City of Santa Ana SECTION 5 PERSONNEL 5.1 PERSONNEL REQUIREMENTS 5.1.1 Employee Performance Contractor must employ only competent and trained personnel, and shall provide a sufficient number of employees to perform the services provided under the Contract Documents. Contractor must comply with all the following personnel requirements: A. All of Contractor's Transportation Personnel and employees shall be sufficiently trained and capable to ensure the safe and proper discharge of their service responsibilities; B. All Contractor ambulance personnel must possess valid California Driver's Licenses in the proper class, including any required certifications, and must be compliant with all relevant provisions of the California Vehicle Code, Health and Safety Code, and all other laws applicable to private, emergency ambulance response personnel; C. Contractor must have an employee alcohol and drug program that includes at a minimum, an alcohol and drug free workplace policy, and an employee alcohol/drug-testing program that complies with the U.S. Department of Transportation requirements to the extent allowed by law, including random alcohol and drug testing. Any Contractor employee found working under the influence of alcohol or drugs must be immediately removed from performing any further duties under the Contract Documents. The alcohol and drug program must meet the following requirements: A contract with a program administrator and authorized lab certified by the U.S. Department of Transportation; City of Santa Ana Page 157 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-93 0 City of Santa Ana ii. Procedures and components substantially as in Part 40 of Title 49 of the Code of Federal Regulations for pre-employment; iii. Procedures and components substantially as in Part 382 of Title 49 of the Code of Federal Regulations for rehabilitation, return -to -duty and follow up testing; iv. Procedures and components for random testing following U.S. Department of Transportation guidelines, and additional tests as required following accidents, rehabilitation, return -to -service, and other circumstances providing reasonable suspicion to test; v. Upon request by the OCFA, yearly reports of the random testing component must be filed by the program administrator, in redacted form concealing employee identifiable information, with OCFA; vi. Contractors and program administrator's alcohol and drug program records shall be made available, in redacted form concealing individual employee identities, to OCFA upon request; vii. Contractor employees must show a valid California driver's license at the time and place of testing; and viii. All test results are kept confidential except that OCFA is authorized to receive copies, in redacted form concealing individual employee identities, for its administrative purposes, and except as otherwise authorized or required by law. City of Santa Ana Page 158 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-94 i City of Santa Ana E. Contractor must participate in the California Department of Motor Vehicles (DMV) Employer Pull Notice Program; F. Contractor must not employ in the performance of services pursuant to the Contract Documents any ambulance operator or attendant or employee convicted of or having pled nolo contendere to a crime involving a stolen vehicle, stolen property, violence, drugs or moral turpitude, fraud, or misdemeanor or felony driving while under the influence of alcohol or drugs. If any Contractor employee is charged with any of the above listed crimes, Contractor must immediately suspend that employee from performing any further duties under the Contract Documents pending the outcome of the criminal case; G. Contractor's employees must maintain acceptable standards of dress, including uniforms, and cleanliness while on duty in the community and must at all times conduct themselves in a professional manner; H. Contractor's employees must fully cooperate with and abide by the instructions of OCFA personnel while on scene; I. If any employee becomes ineligible to provide services under the Contract Documents, Contractor must immediately notify the OCFA EMS Section Battalion Chief in writing of such ineligibility and the reason(s) therefore; J. Contractors must ensure that all of its employees and ambulances are, at all times during the term of the contract, in full compliance with all federal, state, and local laws, rules, statutes, and regulations, including but not limited to: the California Vehicle Code; the California Health & Safety Code; Orange County Ambulance Ordinance; applicable City of Santa Ana ambulance ordinances; and any and all OCEMS or State EMS Authority policies, standards, procedures, regulations, and/or protocols. All Contractor City of Santa Ana Page 159 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-95 City of Santa Ana employees must have in their possession, at all times while on duty, applicable licenses, certifications, and/or permits, as may be required by the agencies and authorities listed above; K. Contractor's emergency response personnel must carry and furnish to OCFA personnel upon request any required licenses, certifications, and/or permits, including proper identification, for purposes of verifying validity, ensuring compliance with licensing, certification, and permitting requirements, and for the proper reporting of employee performance -related issues to Contractor; L. The OCFA EMS Section Battalion Chief may request Contractor to participate in emergency response joint training exercises to improve the capability and coordination of both OCFA and Contractor's response to a given emergency or disaster. Such training will be scheduled and mutually coordinated by the OCFA EMS Section Battalion Chief and the Contractor. Such training shall not exceed twenty (20) hours per year/per shift and not billable to the City of Santa Ana; M. Any additional training that may be deemed necessary by OCFA shall be attended by Contractor's personnel upon reasonable notice and at the sole cost and expense of Contractor. Such additional training may include, but is not limited to, mass casualty, weapons of mass destruction, and/or other emergency response training; N. Contractors must make available to the OCFA EMS Battalion Chief upon request any and all Contractor personnel training records for those employees who perform services pursuant to the Contract Documents; O. Contractor employees shall perform the duties required under the Contract Documents in an ethical, professional, and orderly manner and shall endeavor at all times to obtain and keep the confidence of the public. City of Santa Ana Page 160 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 p7p*[O T I, City of Santa Ana P. Contractor must utilize management practices that ensure that its Transportation Personnel, working extended shifts, part-time jobs, voluntary overtime or mandatory overtime, are not exhausted, overworked, or exhibiting impaired judgment or motor skills. 5.1.2 Employee Removal At the request of the OCFA (in the sole discretion of either) and based on a demonstrated pattern of either poor performance, misconduct, or service complaints, Contractor shall remove any Transportation Personnel designated by the OCFA from performing further duties under the Contract. 5.2 CONTROL Neither the County, the City of Santa Ana or OCFA, or any of their respective officers, elected officials, agents, representatives, or employees, shall have any control over the conduct of Contractor's employees except as specifically set forth in the Contract Documents. Under no circumstances shall Contractor or any of its employees represent that they are in any manner agents or employees of the City of Santa Ana, County or OCFA, it being understood that Contractor its agents and employees are as to the City of Santa Ana, County and OCFA, wholly independent contractors and that Contractor's obligations to the City of Santa Ana and OCFA are solely those prescribed by the Contract Documents. Contractor further acknowledges and agrees that the City of Santa Ana, the County, and OCFA have no responsibility whatsoever for the payment of any wages, salary, health benefits, retirement benefits, taxes, or any other benefits that may be due to Contractor employees. City of Santa Ana Page 161 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-97 .;d R City of Santa Ana SECTION 6 SUPPLIES, EQUIPMENT AND VEHICLES 6.1 Standards All equipment and supplies furnished by Contractors to perform BLS services under the Contract Documents must comply with all federal, state, and local laws, rules, statutes, and regulations applicable to the provision of emergency ambulance transportation, including but not limited to, those BLS equipment and supply standards and protocols established by the OCEMS Medical Director. Such equipment and supplies must be stocked at all times on each ambulance performing services under the Contract Documents. The amount, type and specifications of vehicles included in the proposal must be maintained throughout the life or term of the Agreement. All ambulances must be Type III modular ambulances, to be used exclusively for emergency ambulance transports originating within the City, will be considered a minimum acceptable level for service in the City. The Type III ambulances must be equipped with 800 MHZ radios with encryption capability (on board and/or portable), navigation system, Automatic Vehicle Locator System (AVL) hardware and software (GPS system) that interfaces with OCFA. All Type III ambulances shall meet or exceed requirements of the California Highway Patrol, the Department of Transportation, OCEMSA, and NFPA 1917. 6.1.1 Standard InventoN In addition to the above equipment and supply standards, Contractors must carry and stock at all times throughout the contract term on each ambulance performing services within an assigned EOA the following emergency medical equipment, which shall all be readily available and accessible from the interior portions of the patient transportation compartment: City of Santa Ana Page 162 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 p7p*fe w S City of Santa Ana A. Bag valve mask resuscitator, adult with variable mask sizes; B. Bag valve mask resuscitator, pediatric with variable mask sizes; C. Heavy gloves to be used for blood or body fluid protection; D. Disposable Latex gloves, medium, large and x -large, two (2) boxes; E. Suction unit that complies with OCEMS policies and procedures; F. Non-invasive blood pressure device (various cuff sizes, including thigh cuff); G. Child safety seats (when approved by federal agencies). 6.1.2 Required Equipment Automated External Defibrillator (in conjunction with trained and qualified employees). Favorable consideration will be given if Contractor can supply an External Cardiac Compression Device for each Type III ambulance. 6.1.3 Personal Safety Equipment Contractors shall_ provide personal safety equipment for all employees in accordance with applicable federal and state laws or standards. It shall be the sole responsibility and expense of the Contractor to maintain or replace, or cause to be maintained or replaced, any personal safety equipment required. Contractors are solely responsible for ensuring that all of its personnel abide by all federal, state and local safety standards. To ensure that each ambulance responder has emergency scene personal protective equipment they may need to keep them safe in a potentially hazardous environment, Contractors shall comply with State OCEMS Guideline 216 regarding recommended PPE for Ambulance Personnel (OSHA's General Description and Discussion of the levels of Personal Protective Gear, 29CFR 1926.65, App. 8, Part IV, Level D) for each ambulance dedicated to 911 emergency transportation, including: City of Santa Ana Page 163 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 0 City of Santa Ana Full-length blue (EMS) jacket with reflective stripes. (NFPA 1999, EMS Standards) ii. Hard hat, Work Helmet Blue iii. Leather gloves City of Santa Ana Page 164 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-100 yi' City of Santa Ana SECTION 7 BID PROPOSAL SUBMISSION FORMS PROPOSER CHECKLIST ❑ BINDER (ORIGINAL + 7 COPIES + 1 ELECTRONIC FILE OF THE PROPOSAL PACKAGE SAVED ON FLASH DRIVE) ❑ ONE BID PROPOSAL ❑ PAGE SIZE, FONT SIZE, PAGE LIMITS ❑ TITLE PAGE ❑ TABLE OF CONTENTS ❑ ITEM 1 - COVER LETTER ❑ ITEM 2: GENERAL OVERALL DESCRIPTION OF PLAN TO PROVIDE 9-1-1 EMERGENCY TRANSPORTATION SERVICE IN CITY OF SANTA ANA ❑ ITEM 3 - OVERALL OPERATIONAL SYSTEM ❑ ITEM 4 - DRIVER TRAINING ❑ ITEM 5 - INTERNAL MEDICAL QUALITY CONTROL ❑ ITEM 6 - MUTUAL AID PROVIDER ❑ ITEM 7 - PERSONNEL AND TRAINING ❑ ITEM 8 - HIPAA COMPLIANCE PLAN ❑ ITEM 9 - CORPORATE COMPLIANCE PLAN ❑ ITEM 10 - PLAN FOR TAKEOVER OF SERVICE/START-UP ❑ ITEM 11 - EMS RESUME ❑ ITEM 12 — AGREEMENT TO CONDITIONS ❑ ITEM 13 - PRICE WORKSHEET ❑ ITEM 14 - CONFLICT OF INTEREST CERTIFICATION ❑ ITEM 15 - STATEMENT OF TRUTH ❑ ITEM 16 - NON -COLLUSION CERTIFICATION ❑ ITEM 17 - PHOTOGRAPHS (OPTIONAL) City of Santa Ana Page 165 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-101 r City of Santa Ana TITLE PAGE/COVER SHEET (1 PAGE LIMIT) City of Santa Ana Request for Proposals for Fire/EMS Emergency Ambulance Transportation and Related Services RFP # 18-059 Insert Proposer Name Insert Proposer Address Insert Proposer Authorized Contact/Representative Signature of Authorized Contact/Representative Insert Proposer Telephone Number Insert Date of Bid Proposal Submission Designate as "Original' or Copy City of Santa Ana Page 166 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-102 ; City of Santa Ana TABLE OF CONTENTS Please include in the Bid Proposal a Table of Contents listing the following requested items and submission forms in the order provided: ITEM 1: COVER LETTER ITEM 2: GENERAL OVERALL DESCRIPTION OF PLAN TO PROVIDE 9-1-1 EMERGENCY TRANSPORTATION SERVICE IN CITY OF SANTA ANA ITEM 3: OVERALL OPERATIONAL SYSTEM ITEM 4: DRIVER TRAINING ITEM 5: INTERNAL MEDICAL QUALITY CONTROL ITEM 6: MUTUAL AID PROVIDER ITEM 7: PERSONNEL AND TRAINING ITEM 8: HIPAA COMPLIANCE PLAN ITEM 9: CORPORATE COMPLIANCE PLAN ITEM 10: PLAN FOR TAKEOVER OF SERVICE/START-UP ITEM 11: EMS RESUME ITEM 12: AGREEMENT TO CONDITIONS ITEM 13: PRICE WORKSHEET ITEM 14: CONFLICT OF INTEREST CERTIFICATION ITEM 15: STATEMENT OF TRUTH ITEM 16: NON -COLLUSION CERTIFICATION ITEM 17: PHOTOGRAPHS (OPTIONAL) City of Santa Ana Page 167 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-103 0 City of Santa Ana ITEM 1: COVER LETTER (4 PAGE LIMIT) Please include a cover letter, on official Proposer letterhead, that describes the Proposer and its qualifications. A. The official name of the Proposer; B. The Proposer's organizational structure (e.g. corporation, partnership, limited liability corporation, or otherwise); C. The jurisdiction in which the Proposer is organized and the date of such organization; D. The address and telephone number of the Proposer's headquarters and of any local office involved in the bid proposal; E. The Proposer's Federal Tax Identification Number; F. The name, address, telephone, fax numbers and e-mail address of the person(s) who will serve as the authorized contact(s) to the City of Santa Ana and OCFA with regards to the bid proposal, the RFP process, the Contract Documents, and the administration of the contract, if awarded, with authorization to make representations on behalf of and to bind the Proposer; G. Provide applicable authorized signature documentation, pursuant to Proposer's organizational structure/bylaws, verifying the authority of the person signing the original bid proposal to commit to the proposal on behalf of the Proposer (attach to cover letter); H. A representation that the Proposer is in good standing in the State of California and has obtained all necessary licenses, permits, certifications, approvals and governmental authorizations necessary in order to perform all of the required performance obligations specified in the RFP; I. A representation that the Proposer is in good standing in the Medicare and Medi -Cal programs and is not the subject of any pending actions, investigations or prosecutions, whether civil, criminal or administrative, relating to their billing or reimbursement practices, and that Proposer has not been excluded from any state or federal healthcare program or employs any individual who has been excluded from any state or federal healthcare program; City of Santa Ana Page 168 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-104 City of Santa Ana Statement of acceptance of all terms, conditions, requirements, and performance criteria contained in the Contract Documents; and, K. Any additional information Proposer deems relevant for consideration during the selection process. City of Santa Ana Page 169 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-105 0 City of Santa Ana Q PAGE LIMIT) 1. Provide a general description of how Proposer proposes to provide the 9-1-1 Emergency Transportation Service contemplated by this Request for Proposals. This specifically includes, but is not necessarily limited to, the provision of the First Tier Service, and Mutual Aid Service. This section is intended to provide Proposer with an opportunity to provide a general overview of how their company will be able to provide the various levels of 9-1-1 Emergency Transportation Service, and to provide any other information that Proposer believes will be helpful to City of Santa Ana in making its decision. City of Santa Ana Page 170 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-106 City of Santa Ana ITEM 3: OVERALL OPERATIONAL SYSTEM (3 PAGE LIMIT) 1. Provide description of supervisory plan of crews, including number and location of supervisory personnel. 2. Provide an overall summary of Proposer's Southern California system operations including: a. Total number of ambulances in fleet; b. Total number of employees including line staff, supervisors, managers, administrative, billing, etc.; and C. Contact information for medical director; contact information for continuing education program, driver training, etc. City of Santa Ana Page 171 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-107 City of Santa Ana ITEM 4: DRIVER TRAINING (2 PAGE LIMIT) Please provide a description of the Driver Training Program Proposer proposes for its provision of the 9-1-1 Emergency Transportation Service and describe in detail how the proposed Driver Training Program will either meet or exceed the performance expectations and requirements. Additional Specific Submission Data: 1. Provide a detailed course syllabus or curriculum for driver training program offered to employees; 2. Provide the total number of course hours per course offered; 3. Describe the internal training plan, including timeframe for completion and retraining; and 4. Provide the name of the institution providing the training, if applicable. City of Santa Ana Page 172 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 P74*6I:, 0 City of Santa Ana ITEM 5: INTERNAL MEDICAL QUALITY CONTROL (3 PAGE LIMIT) Please provide a description of Proposer's Internal Medical Quality Control and Continuous Quality Improvement ("CQI") Programs. Additional Specific Submission Data: Provide a description of Proposer's quality assurance/improvement process, including time frames for process completion; and 2. If your proposed Internal Medical Quality Control and Continuous Quality Improvement ("CQI") Programs will exceed the standards and requirements set forth in this RFP, please clearly explain in a description how such requirements will be exceeded City of Santa Ana Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-109 Page 173 City of Santa Ana ITEM 6: MUTUAL AID PROVIDER (2 PAGE LIMIT) Please provide a description of the Proposer's Mutual Aid Service Provider Agreement. Additional Specific Submission Data: Provide a copy of all current or proposed Mutual Aid Contracts that would include: a. Name of mutual aid provider(s) (if known); b. Location of mutual aid provider(s); c. Staffing capabilities of mutual aid provider, if known. d. Expiration date of the mutual aid provider contracts. City of Santa Ana Page 174 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-110 0 City of Santa Ana ITEM 7: PERSONNEL AND TRAINING (A).ASSIGNED PERSONNEL PROFILE (3 PAGE LIMIT) Please provide a detailed spreadsheet of the individual personnel, including proposed management team, employee names, current certification/license level of service, certificate/license number, and number of years as an employee of Proposer, proposed by Proposer for the performance of services under the Contract Documents. (B). FIELD TRAINING OFFICERS 1 PAGE Please provide the ratio of field training officers to EMTs or other ambulance personnel that Proposer proposes to commit, and provide a detailed explanation of Proposer's proposed Field Supervisor and Training Programs and management/field supervisor oversight plan. (C). PRIMARY PERSONNEL (5 PAGE LIMIT) Please provide the resumes of no more than five (5) proposed key personnel (maximum one page each) whose job duties for Proposer's Orange County operations will relate solely and exclusively to the fulfillment of the terms, conditions, performance expectations, and obligations relative to Proposers performance under the Contract Documents. (D).EMPLOYEE RECRUITMENT. SCREENING AND ORIENTATION (2 PAGE LIMIT) Please provide description of the current personnel Recruitment, Screening, and Orientation Program Proposer currently employs and modifications Proposer proposes to utilize in connection with its provision of 9-1-1 Emergency Transportation Service and describe in detail how the proposed Recruitment, Screening, and Orientation Program will enable Proposer to consistently and continuously meet or exceed the training standards, personnel requirements, and performance expectations set forth in Section 5. City of Santa Ana Page 175 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-111 City of Santa Ana ITEM 7: PERSONNEL AND TRAINING (CONTINUED) (E).CONTINUING EDUCATION PROGRAMS (2 PAGE LIMIT) Please provide a description of any and all continuing education programs, including continuing medical education programs, that will be provided to all employees who perform services under the Contract Documents, as well as a discussion of Proposer's commitment to providing such programs at all times throughout the contract term. (F). HIPAA TRAINING PROGRAMS (2 PAGE LIMIT) Please provide a description of Proposer's HIPAA training program that has been provided to all employees and will be provided to all new employees who perform services under the Contract Documents. City of Santa Ana Page 176 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-112 ms`=s. City of Santa Ana ITEM 8: HIPAA COMPLIANCE PLAN (1 PAGE LIMIT) Please provide a description and explanation of Proposer's HIPAA Compliance Plan, including Proposer's certification that all personnel have signed a confidentiality agreement and have undergone HIPAA Privacy Training. City of Santa Ana Page 177 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-113 0 City of Santa Ana ITEM 9: CORPORATE COMPLIANCE PLAN (2 PAGE LIMIT) Please provide a summary and explanation of Proposer's Corporate Compliance Plan, if applicable. A Corporate Compliance Plan should include those elements identified in the Office of Inspector General's Compliance Program Guidance for Ambulance Suppliers [Federal Register: March 24, 2003 (Volume 68, Number 56)]. City of Santa Ana Page 178 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-114 = N, A City of Santa Ana ITEM 10: PLAN FOR TAKEOVER OF SERVICE/START-UP (4 PAGE LIMIT) Please describe in detail Proposer's proposed implementation plan for the takeover of services/start-up, or resumption of services under the new Contract, as applicable, within the City of Santa Ana by the Effective Date; including but not limited to: (a) Proposer's transition or implementation management team; (b) proposed start-up schedule for ensuring timely commencement of services on TBD, at TBD hours; and (c) proposed initial service response and coverage plan, including deployment plans, post locations, housing, and staffing plans. City of Santa Ana Page 179 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-115 City of Santa Ana ITEM 11 EMS RESUME (5 PAGE LIMIT) Please provide a detailed resume of Proposer's 9-1-1 Emergency Transportation Service experience. Minimum Qualifications: Proposer meets the experience required outlined in RFP. 1. Complete the 911/Fire/EMS Contracts chart found in the following page and include the following information: • List the city(ies) or Fire Department(s) Agencies for which provider has provided emergency ambulance transportation services during the past ten (10) years that can be used to meet one of the "experience" requirement in the RFP. Provide contact information including contact person, telephone number and address. • Provide 911 emergency ambulance transportation annual call volume by operating area or equivalent. • Indicate whether the provider was the primary or back-up 911 provider. • Indicate the contractual or agreed upon response time requirements for each of the listed contracts. • List the duration, in years, that the provider held a contract as a primary or back- up provider. City of Santa Ana Page 180 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-116 City of Santa Ana ITEM 11 EMS RESUME (continued) (5 PAGE LIMIT) Ten (10) Years 911/Fire/EMS Experience The experience requirements this applies to: At least five (5) consecutive years experience providing 9-1-1/Fire/EMS services as a prima 9-1-1 provider in a system comparable to the City of Santa Ana system (which meets a minimum qualification based on 80% of the 2017 Santa Ana Response Data, page 1.) within the last 10 years; or 2. Provide a description of the EMS system as it relates to ambulance deployment for those areas where contracts are/were held. (2 pages.) City of Santa Ana Page 181 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-117 Primary Response Time Cities/Fire Depts. For Contact Name Monthly 8 or 911 Requirement which bidder has provided And Calendar years Back-up status Call Volume 911 ambulance services in Phone Number that provider M=Metro/Urban past five years held contract. P=Primary S=Suburbanlmral B=Back-up W=Wilderness M= S= W= M= S= W= M= S= W= M= S= W= M= S= W= The experience requirements this applies to: At least five (5) consecutive years experience providing 9-1-1/Fire/EMS services as a prima 9-1-1 provider in a system comparable to the City of Santa Ana system (which meets a minimum qualification based on 80% of the 2017 Santa Ana Response Data, page 1.) within the last 10 years; or 2. Provide a description of the EMS system as it relates to ambulance deployment for those areas where contracts are/were held. (2 pages.) City of Santa Ana Page 181 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-117 City of Santa Ana ITEM 12 AGREEMENT TO CONDITIONS Agreement to Conditions Additional Information The Proposer agrees to promptly supply the CITY OF SANTA ANA and OCFA with any further information requested for the accurate determination of the prospective Proposer's qualifications to perform the proposed services. Right to Audit The Proposer agrees to give the City, County, and/or the CITY OF SANTA ANA and OCFA the right to audit those documents or records (including financial records) requested in the Submission Form, provided by the Proposer, or referred to in the Proposer's submission prior to and after award of the contract. Agreement to Pay Expenses Required THE CITY OF SANTA ANA or OCFA may require Proposers submitting proposals to participate in an onsite visit by the CITY OF SANTA ANA and OCFA staff to inspect and/or verify records. If based outside of Orange County, the Proposer submitting the proposal agrees to pay related travel expenses, including food and lodging, for up to three the CITY OF SANTA ANA staff members and three OCFA staff members for up to two days to conduct the inspection. Agreement to Expand Resources as Needed The Proposer agrees to expand its resources, at the sole discretion of the CITY OF SANTA ANA or OCFA, and at no additional cost to the City, including number of ambulances, if response times are not met or if call volume increases. In addition, the Proposer agrees to maintain, at a minimum, the number and type of vehicles as proposed throughout the term of the contract. The CITY OF SANTA ANA is in the process of annexing parcels of land owned by the COUNTY OF ORANGE that would be incorporated by the CITY OF SANTA ANA. The area is commonly referred to as the "Seventeenth Street and Tustin Avenue Island". The area consists of the following: 29 single family homes: 13942-13971 Deodar Street 20 single family homes: 13822-13831 Medford Street; 17152, 17162, 17182 Medford Street 8 business locations: 2301, 2305, 2307, 2309, 2311, 2313, 2315, 2401 Seventeenth Street 3 business locations: 2301 Seventeenth Street 7 business locations: 13912 Ponderosa Street City of Santa Ana Page 182 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-118 City of Santa Ana 18 apartment units: 13892 Ponderosa Street 15 apartment units: 13862 Ponderosa Street 8 vacant lots: 13862, 13872, 13892, 13902, 13922, 13946, 13952, 13972 Ponderosa Street _Agreement to Reduce Resources as Needed The Proposer agrees to reduce the number of resources at the sole discretion of the CITY OF SANTA ANA or OCFA, and renegotiate costs in the event response times are met and the actual call volume after one year from contract award date does not require the number and hours/days of coverage. Proprietary Information It is the responsibility of each Proposer to clearly identify information in their prequalification application and RFP bid response that it considers to be confidential or proprietary under the California Public Records Act. To the extent that the CITY OF SANTA ANA agrees with that designation, such information will be held in confidence whenever possible. All other information will be considered public. However, all information regarding the prequalification and RFP bid responses will not be released to the public or be subject to the Public Records Act during the deliberative process until such time as the evaluation has been completed and, or if, an award has been made. AUTHORIZED NAME (print) AUTHORIZED SIGNATURE DATE City of Santa Ana Page 183 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-119 0 City of Santa Ana ITEM 13: PRICE WORKSHEET CITY OF SANTA ANA RFP # 18-059 FOR FIRE/EMS EMERGENCY AMBULANCE TRANSPORTATION AND RELATED SERVICES Initial Term: Year 1 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2019- 12/31/2019* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) Initial Term: Year 2 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2020- 12/31/2020* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) Initial Term: Year 3 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2021- 12/31/2021* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) City of Santa Ana Page 184 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-120 0 City of Santa Ana Initial Term: Year 4 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2022- 12/31/2022* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) Initial Term: Year 5 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2023- 12/31/2023* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) First Renewal Option: Year 1 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2024- 12/31 /2024* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) First Renewal Option: Year 2 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/112025- 12/31/2025* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) City of Santa Ana Page 185 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-121 0 City of Santa Ana First Renewal (Final) Option: Year 3 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/11/2026- 12/31/2026* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) Second (Final) Renewal Option: Year 1 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2027- 12/31/2027* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) Second Renewal (Final) Option: Year 2 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/11/2028- 12/31/2028* Annual Contract Price $ Not to exceed $ per month Complimentary Billing: (Price Per Transport) *Dates assume a January 1, 2019 contract effective date. In the event the Contract is awarded to a new contractor, the incumbent contractor may be granted a six month extension, with City Council approval, beginning January 1, 2019 to June 30, 2019, to allow sufficient time for the transition of services between service providers. City of Santa Ana Page 186 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-122 .4 . City of Santa Ana ITEM 14: CONFLICT OF INTEREST CERTIFICATION The undersigned hereby certifies on behalf of ("Proposer"), and hereby declares under penalty of perjury under the laws of the State of California, that Proposer is not, and will not be violating either directly or indirectly any conflict of interest statute, rule, or regulation if awarded a contract and if authorized to perform the services described in this RFP. Signed, this day of 2018 in California. IF SOLE OWNER: Signature of Owner Print Name IF PARTNERSHIP (JPA or mercer): Signature of Partner (General Partner) Print Name IF CORPORATION: Signature of President Print Name Signature of Secretary Print City of Santa Ana Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-123 Date Date Date Date Page 187 0City of Santa Ana ITEM 15: STATEMENT OF TRUTH The undersigned hereby certifies on behalf of ('Proposer"), and hereby declares under penalty of perjury under the laws of the State of California, that the information provided by Proposer and contained in this bid to the (TBD) EMS 9-1-1 Emergency Transportation Service RFP is accurate, complete, true and correct to the best of our knowledge. We are aware that should any of the information contained herein be found to be false, incorrect, or otherwise untruthful, or if the information contained herein contains material misrepresentations and/or material omissions of fact, the City of Santa Ana of Santa Ana may, at its sole discretion, pursue any and all remedies available as authorized by law, which may include the right, at the option of the City, to either reject or disqualify this bid proposal from further consideration in the course of the procurement process and/or to declare any contract awarded as the result thereof void. Signed, this day of , 2018 in . California. In the event that one of the above events occurs during the bid submittal date and contract award, the new corporation/stockholder must provide a notarized statement stating their agreement to the terms and conditions of the contract and prior to bid submittal without exceptions. This must be received within 5 business days of the change IF SOLE OWNER: Signature of Owner Date Print Name IF PARTNERSHIP (JPA or merger): Signature of Partner (General Partner) Date Print Name IF CORPORATION: Signature of President Date City of Santa Ana Page 188 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-124 0 City of Santa Ana Print Name Signature of Secretary Print Name Date City of Santa Ana Page 189 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-125 0City of Santa Ana ITEM 16: NON -COLLUSION CERTIFICATION The undersigned hereby certifies on behalf of ("Proposer'), and hereby declares under penalty of perjury under the laws of the State of California, that this (TBD) EMS 9-1-1 Emergency Transportation Service RFP is genuine and not sham or collusive, nor made in the interest of or on behalf of any person not herein named; the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a sham proposal nor solicited any other person, firm or corporation to refrain from submitting a proposal; the Proposer has not communicated, directly or indirectly, with any other Proposer regarding the amount, price, and/or service rates proposed herein; and Proposer has not in any manner sought by collusion to secure for himself/herself/itself any advantage over any other Proposer. We declare the foregoing is true and correct under penalty of perjury under the laws of the State of California. Signed, this day of 2018 in , California. IF SOLE OWNER: Signature of Owner Date Print Name IF PARTNERSHIP (JPA or merger): Signature of Partner (General Partner) Date Print Name IF CORPORATION: Signature of President Date Print Name Signature of Secretary Date Print Name City of Santa Ana Page 190 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-126 0 City of Santa Ana ITEM 17: PHOTOGRAPHS (OPTIONAL) (3 PAGE LIMIT) Proposers may provide, at their option, any color photographs or other renderings depicting Proposer's emergency ambulance service facilities, operations, vehicles, equipment, performance and/or personnel. City of Santa Ana Page 191 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-127 City of Santa Ana ATTACHMENT NO. 1 SAMPLE CONTRACT WITH CITY AGREEMENT FOR FIRE / EMS EMERGENCY TRANSPORTATION SERVICES This agreement ("Agreement") is made and entered into this day of , 2018, by and between the CITY OF SANTA ANA of Santa Ana, a municipal corporation located in the County of Orange ("CITY OF SANTA ANA") and with principal offices at ("CONTRACTOR"). RECITALS WHEREAS, CITY OF SANTA ANA issued a Request for Proposals on August 28, 2018 related to the provision of emergency transportation services in the CITY OF SANTA ANA (the "RFP"). A copy of the RFP is attached hereto and incorporated herein by this reference as Exhibit "A"; and WHEREAS, in response to the RFP, CONTRACTOR submitted a Proposal dated 2018 (the "Proposal"), a copy of which is attached hereto and incorporated herein by this reference as Exhibit "B"; and WHEREAS, CONTRACTOR is an ambulance provider fully licensed and otherwise qualified to perform the work required by this Agreement, and was selected by CITY OF SANTA ANA following evaluation of proposals submitted in response to the RFP; and WHEREAS, CITY OF SANTA ANA desires to utilize the services of CONTRACTOR to provide primary ambulance transportation services and other related services in accordance with the terms of the RFP and applicable federal, state and local laws; and WHEREAS, at its meeting of 2018, the Santa Ana Council accepted CONTRACTOR's Proposal and authorized CITY OF SANTA ANA staff to negotiate an Agreement with CONTRACTOR to provide emergency transportation services described in the RFP and in the Proposal. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein contained, the parties hereby agree as follows: City of Santa Ana Page 192 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-128 r City of Santa Ana SAMPLE AGREEMENT (For Illustrative Purposes Only) 1. Contract Documents and Order of Precedence A. This Agreement shall consist of the following documents: (a) this Agreement; (b) the CITY OF SANTA ANA's RFP, (c) and the CONTRACTOR's Proposal. This Agreement, the RFP, and the Proposal, shall be hereinafter collectively referred to as the "Contract Documents". The Contract Documents constitute the entire agreement between the parties. This Agreement contemplates that CONTRACTOR will do whatever is required to perform the work in accordance with the terms of the Contract Documents and in accordance with any applicable governmental laws and regulations, whether specifically identified in the Contract Documents or not. Should any inconsistency be found to exist between the aforesaid Contract Documents and this written Agreement, the provisions of this Agreement shall control. B. All provisions of the Contract Documents shall be binding on CONTRACTOR. In the event there is any discrepancy between the terms and conditions of one or more of the aforementioned Contract Documents, the Order of Precedence shall be used to resolve the discrepancy unless both parties mutually agree in writing to an alternative decision. The Order of Precedence for these documents shall be as follows: 1) First, this Agreement (together with any Amendments thereto). 2) Second, the RFP 3) Third, the Proposal. 2. Scope of Work A. In exchange for the compensation to be provided by CITY OF SANTA ANA to Contractor, Contractor will perform all of the services described in this Section for CITY OF SANTA ANA. The details of the services to be provided by CONTRACTOR are described in detail in the Contract Documents. Those services shall include the provision of all 9-1-1 Emergency Transportation Services, including but not limited to the First Tier Service and the Mutual Aid Service (as defined below), together with the provision of any labor, material, supplies and equipment related to the provision of those services, and any other duties, obligation or services required of Contractor in the Contract Documents. (All of the services to be provided by CONTRACTOR under this Agreement shall be hereinafter collectively referred to as the "9-1-1 Emergency Transportation Services"). CONTRACTOR shall perform the 9-1-1 Emergency City of Santa Ana Page 193 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-129 0City of Santa Ana Transportation Services in accordance with the terms and conditions contained in this Agreement, and as described in Contract Documents. B. All emergency transportation personnel assigned by CONTRACTOR or by the Mutual Aid Provider to perform 9-1-1 Emergency Transportation Services under this Agreement shall be hereinafter referred to as the "Transportation Personnel". C. Without limiting CONTRACTOR's obligation to comply with all of its duties and obligations under the Contract Documents, the 9-1-1 Emergency Transportation Services to be provided by CONTRACTOR shall include, but shall not be limited to, each of the following: 1. First Tier Service. Contractor will provide with its own forces a sufficient number of fully equipped ambulances and Transportation Personnel, so as to provide, in accordance with industry standards and this RFP, all of the CITY OF SANTA ANA's needs for 9-1-1 Emergency Transportation Service, being able to respond 24 hours a day 7 days a week to all 911 and other emergencies as required (the "First Tier Service" or "First Tier"). The First Tier Service will be designed by Contractor so as to ensure that there are enough of Contractor's own ambulances and Transportation Personnel available to meet 100% of the anticipated number of calls for 9-1-1 Emergency Transportation Service in the CITY OF SANTA ANA. The First Tier Service shall meet the response times and all other requirements of this RFP for the 9-1-1 Emergency Transportation Service. Each year thereafter, for the duration of the Term of the proposed Contract, Contractor will be required to re-evaluate the level of coverage being provided, so as to ensure it is providing the required level of coverage. 2. Mutual Aid Service. Contractor will also enter into a mutual aid agreement with a separate qualified ambulance service provider doing business in Orange County, to provide backup services in the event the First Tier Service is unable to respond to a call for Emergency Services (hereinafter "Mutual Aid Contract," "Mutual Aid Service," "Mutual Aid Service" or "Mutual Aid"). The company providing the ST Mutual Aid Service will be hereinafter referred to as the "Mutual Aid Provider." In providing 9-1-1 Emergency Transportation Services the Mutual Aid Provider must meet the same RFP requirements, response times, and otherwise provide the same level of service, as Contractor is required to provide under the Contract. The Mutual Aid Contract and the Mutual Aid Provider must be approved by the CITY OF SANTA ANA and the OCFA prior to provision of any service by Contractor, such approval not to be unreasonably withheld. The intent of this RFP is that Contractor will provide a sufficient level of coverage under the First Tier Service, such that services under the Mutual Aid Service will only be needed in rare circumstances, if at all. Contractor will be solely City of Santa Ana Page 194 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-130 VA W119 City of Santa Ana responsible for paying the Mutual Aid Provider for any services rendered under the Mutual Aid, which amount will be the Mutual Aid Provider's sole compensation for services rendered under the Mutual Aid. D. BLS and ALS Services. All Transportation Personnel assigned to perform 9-1- 1 Emergency Transportation Services under this Contract, whether under the First Tier Service or Mutual Aid Service, will provide Basic Life Support ("BLS") services and transport patients to medical facilities when required. OCFA, in cooperation with the Transportation Personnel, will provide on -scene Advanced Life Support ("ALS") services. E. All Transportation Personnel assigned to perform 9-1-1 Emergency Transportation Service under this Contract, whether under the First Tier Service or Mutual Aid Service, must at all times meet the minimum qualifications as listed in Section V of the RFP. F. The Agreement is subject to annual review based on the criteria specified in the Contract and as outlined herein. The CITY OF SANTA ANA's intent is to contract with and hold accountable those parties working with and on behalf of the CITY OF SANTA ANA of Santa Ana and OCFA in providing 9-1-1 Emergency Transportation Service to the citizens and visitors of Santa Ana. G. Contractor and the Mutual Aid Provider will provide type III emergency transport (ambulance) vehicles (including all costs related to maintenance, fuel, insurance, repair costs and communication equipment) for all 9-1-1 Emergency Transportation Services provided under the First Tier Service and the Mutual Aid Service. 3. Contract Price and Payment A. CITY OF SANTA ANA shall pay CONTRACTOR for furnishing the material and doing the prescribed work at the unit prices or lump sum prices set forth in CONTRACTOR's Proposal ("Contract Price"). 1. Contractor's sole compensation for providing all 9-1-1 Emergency Transportation Services, specifically including but not limited to the First Tier Service and Mutual Aid Service will'be the Contract Price. Contractor will not be entitled to bill CITY OF SANTA ANA or any of its customers any additional amount for any services provided under this Contract, unless it is first approved in writing by CITY OF SANTA ANA. 2. The payment of the Contract Price includes the provision of the Mutual Aid Service. Contractor will be solely responsible for compensating the Mutual City of Santa Ana Page 195 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-131 City of Santa Ana Aid Provider for any 9-1-1 Emergency Transportation Services it may provide in the CITY OF SANTA ANA under this Contract, which compensation will be at the rate set forth in the Mutual Aid Contract or as otherwise required by law. Contractor and the Mutual Aid Provider will not have any recourse against the CITY OF SANTA ANA to recover for any 9-1-1 Emergency Transportation Services provided under either the First Tier Service or the Mutual Aid Service, except as specifically authorized in the Contract. Contractor's sole compensation will be the Contract Price it receives from CITY OF SANTA ANA. In the event of a dispute between the Mutual Aid Provider and Contractor, the Mutual Aid Provider's sole remedy will be against Contractor. This fact will be clearly stated in the Mutual Aid Contract, and Contractor must agree to indemnify and defend CITY OF SANTA ANA against any claims or demands arising out of, or which are in any way related to, any services provided under the Mutual Aid Service. The Mutual Aid Contract will include similar provisions requiring the Mutual Aid Provider to indemnify CITY OF SANTA ANA for any claims or demands made by Contractor or other parties related to the 9-1-1 Emergency Transportation Services it may provide. 4. Billing A. CITY OF SANTA ANA will be solely responsible for the billing and collection of all amounts owed by customers/patients provided 9-1-1 Emergency Transportation Services in the CITY OF SANTA ANA, whether for services provided by Contractor, the Mutual Aid Provider, OCFA, CITY OF SANTA ANA, or their respective employees, agents, volunteers, or subcontractors. CITY OF SANTA ANA, in its discretion, will be free to bill for these services in whatever manner it may deem appropriate, and may combine billings for various services provided. Contractor and the Mutual Aid Provider will actively cooperate with CITY OF SANTA ANA to provide whatever information or assistance CITY OF SANTA ANA may reasonably require so that it can process customer/patient billings in a timely manner. This will include, but is not limited to, Contractor providing CITY OF SANTA ANA with a detailed list of all the 9-1-1 Emergency Transportation Services provided by both the Contractor and the Mutual Aid Provider during the preceding month. The specific information to be provided by Contractor in the monthly reports will be determined by CITY OF SANTA ANA, and may be modified by CITY OF SANTA ANA from time to time to meet its reasonable needs. Failure to provide accurate information in a timely manner will constitute a material breach of this Agreement. B. The entire proceeds of all such billings and collection efforts will be the sole property of CITY OF SANTA ANA. Neither Contractor nor the Mutual Aid Provider will have any right to the proceeds of any billings or collections for services provided under the First Tier Service, the Mutual Aid Service or for any other services provided under this Agreement, unless specifically authorized in writing by CITY OF SANTA ANA. City of Santa Ana Page 196 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-132 0 City of Santa Ana Contractor must design its bid so that the amount bid as the Contract Price will be sufficient to provide the required level of services under both the First Tier Service and the Mutual Aid Service, without expecting any additional amounts in compensation. C. CITY OF SANTA ANA may amend this contract in the event the City of Santa Ana elects an alternate bid proposal submitted by a contractor as part of the RFP process. 5. Term A. Effective Date. The effective date of this Agreement shall be TBD hours on TBD, ("Effective Date"), at which time CONTRACTOR will assume full responsibility for the provision of 9-1-1 Emergency Transportation Services within the CITY OF SANTA ANA. At the sole discretion of the OCFA on behalf of the City of Santa Ana, the Effective Date may be postponed in order to protect public health and safety, or in the event CONTRACTOR is for any reason unable to commence performance at that time. B. Initial Term. This Agreement is for a basic five (5) year term, beginning on the Effective Date and ending on TBD hours on TBD (the `Initial Term"). The contract shall automatically expire at the end of the Initial Term unless extended as provided below. C. Extension. Upon a writing to the CONTRACTOR by the CITY OF SANTA ANA City Manager and City Attorney made prior to the expiration of the Initial Term of this Agreement, the contract may be extended for up to one additional three (3) year term (first extension) and thereafter for one additional (2) year term (final extension) [for a possible total of 10 years]. Successful past performance during the Initial Term period will be a critical factor in the decision to grant an extension. The decision to grant an extension shall be made solely at the discretion of the CITY OF SANTA ANA in consultation with OCFA. At the end of the Initial Term, or at the end of contract extension term(s) if granted, this Agreement shall automatically terminate (the Initial Term together with any contract extension(s), if any, shall hereinafter be collectively referred to as the "Term"). 6. Termination This Agreement may be terminated by the parties as hereinafter provided: A. This Agreement may be terminated by either party, with or without cause, upon ninety (90) days prior written notice to the other party. B. OCFA on behalf of the CITY OF SANTA ANA may terminate this Agreement for Cause by providing CONTRACTOR seven (7) days prior written notice of termination for Cause and the factors constituting Cause. City of Santa Ana Page 197 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-133 City of Santa Ana C. OCFA on behalf of the CITY OF SANTA ANA may terminate this Agreement immediately if the OCFA Fire Chief or designee (in their reasonable discretion) determine that continued operations by CONTRACTOR following the breach would constitute a danger to the public health, safety or general welfare. 7. Breach of Agreement A. Factors Constituting Breach and Cause. Factors constituting a breach of this Agreement and also warranting Cause for termination include but are not limited to each of the following: 1. A failure by CONTRACTOR's to perform the covenants and requirements set forth in the Contract Documents in the time and manner specified, and as required by this Agreement. 2. Failure of CONTRACTOR to perform the 9-1-1 Emergency Transportation Services in a manner which enables the CITY OF SANTA ANA/OCFA or CONTRACTOR to remain in compliance with the requirements of the County of Orange Emergency Medical Services ("OCEMS") ambulance ordinance and related rules and regulations. 3. Supplying the CITY OF SANTA ANA/OCFA with materially false or misleading information during the RFP process or during the course of producing any required reports to the CITY OF SANTA ANA or OCFA. 4. Willful falsification or unreasonable withholding of data supplied to the CITY OF SANTA ANA or OCFA or to OCEMS during the Term of this Agreement, including but not limited to: dispatch data, patient report data, response time data, financial data, or omission of other data required under this Agreement. 5. Failure to meet the minimum vehicle deployment plan for ambulance service as described in the RFP. 6. Failure of CONTRACTOR's employees to conduct themselves in a professional and courteous manner, and to present a professional appearance. 7. Failure of CONTRACTOR to maintain all required vehicle maintenance schedules and records as set forth as described in the RFP or as reasonably required by CITY OF SANTA ANA or OCFA. City of Santa Ana Page 198 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-134 City of Santa Ana 8. Failure of CONTRACTOR to maintain all training and continuing education as required in the RFP, and as required by OCFA and OCEMS policies and procedures and State regulations. 9. CONTRACTOR's failure or refusal to respond to any request by CITY OF SANTA ANA or OCFA concerning the manner or means by which CONTRACTOR is providing the operation of 9-1-1 Emergency Transportation Services in the CITY OF SANTA ANA under this Agreement and pursuant to the Contract Documents. 10. Transfer or assignment of ownership or other interest in CONTRACTOR contrary to the terms of this Agreement, including but not limited to Section 11 of this Agreement ["Assignment"]. 11. Disruption of service due to failure to maintain ambulance maintenance schedule. 12. The lapse of any license, permit or approval issued CONTRACTOR by a federal, state or local government, which license, permit or approval islare reasonably necessary for the provision of the 9-1-1 Emergency Transportation Services contemplated by the Contract Documents. 13. CONTRACTOR becomes insolvent or unable to pay its debts as they mature, or makes an assignment for the benefit of creditors, or suffers or fails to pay and discharge within ninety (90) days of entry any final judgment (after exhaustion of any period of appeals) by any court in an amount of fifty thousand dollars ($50,000.00) or more. 14. CONTRACTOR files, or there is filed against CONTRACTOR, a petition to have CONTRACTOR adjudicated in a bankruptcy, or a petition for a reorganization or arrangement under any law relating to bankruptcy or insolvency. 15. CONTRACTOR is enjoined or prohibited by any court of competent jurisdiction from performing services under this Agreement. 16. The assets of CONTRACTOR are assumed by a trustee or other person pursuant to a judicial proceeding. 17. CONTRACTOR breaches or defaults in the performance of any of CONTRACTOR's material duties or obligations arising under this Agreement involving the payment of money, and after receiving written notice thereof from CITY OF SANTA ANA fails within seven (7) days from City of Santa Ana Page 199 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-135 City of Santa Ana receipt of such notice or have fully cured and corrected such breach or default. 18. Lapse of insurance required under this Agreement. 19. Failure to manage and resolve citizen complaints to the satisfaction of the CITY OF SANTA ANA or OCFA. 20. Failure to meet the on-time performance criteria as required in the RFP. 21. The breach or default of, or a failure to comply with, any material provision of this Agreement, any material provision of the RFP, or of any covenant specifically contained herein or incorporated by reference. B. Right to Cure. In the event of any dispute arising under this Agreement, the injured Party shall notify the injuring Party in writing of its contentions by submitting a claim therefore. The injured Party shall continue performing its obligations hereunder so long as the injuring Party cures any default within thirty (30) days after service of the notice; provided, however, if a breach of this Agreement creates an immediate danger to the health and safety or general welfare to the CITY OF SANTA ANA, in the reasonable discretion of the Fire Chief or designee, may take immediate action to remedy the breach itself and/or terminate this Agreement. Notwithstanding the preceding, if the Fire Chief or designee finds that CONTRACTOR is diligently proceeding with all steps necessary to cure such default, the Fire Chief or designee in conjunction with the CITY OF SANTA ANA may, in his sole discretion, extend the time period by which CONTRACTOR must cure such deficiencies, including the effective date of such termination. C. Waiver. No waiver of any Event of Breach or Default shall be valid or effective unless in writing and signed by CITY OF SANTA ANA. Any waiver of any one Event of Default or Breach shall not constitute, or be construed as creating, a waiver of any other Event of Default or Breach. D. Action Following Termination. Should this Agreement be terminated for breach, CONTRACTOR agrees that CITY OF SANTA ANA and/or OCFA, in their discretion, may take immediate possession of any CITY OF SANTA ANA or OCFA materials, equipment, and supplies CONTRACTOR may have used in the performance of the 9-1-1 Emergency Transportation Services. Notwithstanding the above, should this Agreement be terminated for breach, CITY OF SANTA ANA or OCFA shall have the option to take over the delivery of the 9-1-1 Emergency Transportation Services itself, City of Santa Ana Page 1 100 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-136 �= Vim. City of Santa Ana using CITY OF SANTA ANA personnel or contractors; contract on a temporary emergency basis with other providers of emergency transport ambulance services; seek new proposals for service; or such other option as may be deemed necessary and legally available to CITY OF SANTA ANA. E. No Limitation on CITY OF SANTA ANA's Rights. Nothing herein shall act as any limitation upon the remedies available to CITY OF SANTA ANA whether at law, or otherwise, in the event of a breach or default of this Agreement. 8. Insurance A. Prior to beginning the provision of 9-1-1 Emergency Transportation Services under this Agreement, CONTRACTOR must provide to the satisfaction of the CITY OF SANTA ANA and OCFA, certificates of insurance and endorsements evidencing the policy or policies of insurance in the types and amounts set forth below. CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, the following minimum scope of insurance coverage: 1) Commercial General Liability Insurance in an amount not less than $10,000,000 per occurrence, written on an occurrence form. If the policy carries an annual aggregate, such aggregate shall be in an amount not less than $10,000,000 per occurrence. 2) Ambulance Medical Malpractice Insurance in an amount not less than $3,000,000 per occurrence. If the policy carries an annual aggregate, such aggregate shall be in an amount not less than $6,000,000 per occurrence. Such insurance coverage may be combined with either the general or automobile liability coverage required above; provided, however, if the insurance coverage is so structured, the combined coverage shall be in an amount not less than $5,000,000 per occurrence, with an annual aggregate of not less than $10,000,000. 3) Comprehensive Business Automobile Liability Insurance in an amount not less than $3,000,000 per occurrence, covering owned, non -owned and hired vehicles, written on an occurrence form. If policy carries an annual aggregate, such aggregate shall be in an amount not less than $6,000,000 per occurrence. Contractor understands that it must provide Business Automobile Liability coverage for all vehicles under both the First Tier Service and the Mutual Aid Service. This specifically includes, but is not limited to, Contractor's obligation to provide Business Automobile Liability coverage for any vehicles provided by CITY OF SANTA ANA/OCFA for use by Contractor under the First Tier, as well as for any vehicles provided by Contractor directly. City of Santa Ana Page 1 101 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-137 .iilvr'q}S City of Santa Ana 4) Workers' Compensation and Employers' Liability Insurance in a statutory amount for workers' compensation and in an amount not less than $1,000,000 for employers' liability. Such insurance shall contain a waiver -of - subrogation clause in favor of the CITY OF SANTA ANA and OCFA, and their respective officers, officials, employees and agents. B. CONTRACTOR shall also comply with the following requirements: 1) If the above -required insurance coverage does not provide for an annual aggregate which is twice the per -occurrence limit, in the alternative the insurance policy (policies) shall be amended (by appropriate ISO endorsements) so that the policy limits apply solely to this Agreement. 2) The above -required liability insurance shall be in a form which supports coverage for the provisions of the indemnification clause required under this Agreement, including a claim brought against the CITY OF SANTA ANA and/or OCFA for the injury to, or death of an employee or agent of CONTRACTOR. 3) In the event of a claim (claims) against the above -referenced liability policies which reasonably may deplete one-half or more of the aggregate limits, CONTRACTOR shall immediately notify OCFA. In the event a claim (claims) against the above -referenced liability policies which are reasonably expected to deplete 90% of the aggregate limits, CONTRACTOR shall, at CONTRACTOR's expense, reinstate the aggregate limits at least to an amount equal to one-half of the face amount of the aggregate limits on the policies. 4) All insurance required pursuant to this section shall be issued by a company authorized by the Insurance Department of the State of California and rated A -VII or better by the latest edition of Best's Key Rating Guide. 5) No insurance required herein shall provide for a deductible in excess of $5,000 or a self-insured retention in any amount, without prior written consent of the CITY OF SANTA ANA and OCFA; and, the granting or denying of such consent shall be at the sole and absolute discretion of the CITY OF SANTA ANA and OCFA. C. Endorsements 1) All insurance required herein shall be endorsed to state that "Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior to written notice by certified mail, return receipt requested, has been given to the CITY OF SANTA ANA and OCFA." City of Santa Ana Page 1 102 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-138 0 City of Santa Ana 2) The liability policies required herein, except for professional liability (if a stand -above coverage), workers compensation and employers' liability, shall, by endorsement, contain the following provisions: (a) "The CITY OF SANTA ANA and OCFA, and their respective officers officials, employees, representatives, and volunteers, are hereby declared to be additional insureds as respects the operations, activities, work, errors, or omissions of the named insured arising out of or in connection with any contract or agreement with the CITY OF SANTA ANA." (b) "This insurance is primary to, and shall not contribute with, any insurance or self-insurance maintained by the CITY OF SANTA ANA, by OCFA, or by any of the designated additional insureds." (c) "This insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability." 3) Worker's Compensation and Professional Liability policies shall be endorsed to state that the insurer waives all rights of subrogation against the CITY OF SANTA ANA and OCFA, and their respective officers, officials, agents, employees, and volunteers for losses arising from work performed by the CONTRACTOR under this Agreement. D. All insurance coverages shall be confirmed by execution of endorsements and certificates of insurance. CONTRACTOR is required to file the completed policy endorsements and certificates with CITY OF SANTA ANA and OCFA on or before the Effective Date of this Agreement, and to thereafter maintain current endorsements on file with CITY OF SANTA ANA and OCFA. The completed endorsements and certificates of insurance are subject to the approval of CITY OF SANTA ANA and OCFA. E. Nothing in this section shall be construed as limiting in any way; the Indemnification and Hold Harmless clause contained herein in this Agreement, or the extent to which CONSULTANT may be held responsible for payments of damages to persons or property. F. CITY OF SANTA ANA or OCFA shall have the right at any time to review the coverage, form, and limits of insurance required herein. If, in the sole and absolute discretion of the CITY OF SANTA ANA and/or OCFA, the insurance provisions in this Agreement do not provide adequate protection for the CITY OF SANTA ANA and/or OCFA, the CITY OF SANTA ANA and/or OCFA shall have the right to require CONTRACTOR to obtain insurance sufficient in coverage, form, and limits to provide City of Santa Ana Page 1 103 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-139 City of Santa Ana adequate protection and CONTRACTOR shall promptly comply with such requirement. The CITY OF SANTA ANA's and OCFA's requirements shall not be unreasonable, but shall be adequate in the sole opinion of the CITY OF SANTA ANA and OCFA to protect against the kind and nature of risks which exists at the time a change of insurance is required, or thereafter. G. Alternate forms of insurance, that meet the above requirements, must be approved by the CITY OF SANTA ANA's and OCFA's Risk Manager prior to awarding a contract and beginning any work under this Agreement. 9. Indemnification CONTRACTOR agrees to defend, indemnify, hold free and harmless the CITY OF SANTA ANA and OCFA, and their respective officers, officials, agents, employees and volunteers, at CONTRACTOR's sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the CITY OF SANTA ANA or OCFA, or their respective officers, officials, agents, employees or volunteers, arising out of the performance of the CONTRACTOR, its employees, agents and/or authorized subcontractors, of the work undertaken pursuant to the Agreement, specifically including but not limited to the 9-1-1 Emergency Transportation Services. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the CONTRACTOR, its employees, agents and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the CONTRACTOR, its employees, agents and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the CITY OF SANTA ANA or OCFA, or their respective officers, officials, agents, employees or volunteers, based upon the work performed by the CONTRACTOR, its employees, agents and/or authorized subcontractors under this Agreement, whether or not the CONTRACTOR, its employees, agents and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the CONTRACTOR shall not be liable for the defense or indemnification of the CITY OF SANTA ANA or OCFA for claims, actions, complaints or suits arising out of the sole negligence or willful misconduct of the CITY OF SANTA ANA or OCFA. 10. Compliance with RFP Requirements for Operations, Personnel and Safety. Without limiting Contractor's duty to comply with other requirements of the RFP, Contractor understands that throughout the Term of this Agreement Contractor must remain in full compliance with the terms, conditions and requirements in each of the following sections of the RFP: City of Santa Ana Page 1 104 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-140 0 City of Santa Ana A. Section IV of the RFP, entitled "Operational Standards, Procedures and Performance Requirements." B. Section V of the RFP, entitled "Personnel Rules and Requirements." C. Section VI of the RFP, entitled "Personal Safety Equipment." The failure of Contractor to abide by any of the requirements set forth in Sections listed above will be considered a breach of this Agreement, and will be grounds for termination. 11. Assignment. A. Except as provided herein, Contractor may not delegate, transfer or assign its rights or otherwise transfer its obligations, in whole or in part, under the proposed contract to any other person or entity without first obtaining the prior written consent of the OCFA and not for 180 days after the formal contract award. Any such assignment or transfer without the prior written consent of the OCFA shall be void; the attempted assignment shall constitute a breach of the Contract. B. For purposes of this section, the following will be considered to be a "transfer' or "assignment": 1. Any change in the business structure, including but not limited to, changes from or to: (a) a sole proprietorship; (b) a partnership, including any change in the partners; (c) a corporation, including any change in the shareholders, whether by operation of law or otherwise; 2. Bankruptcy, an assignment for the benefit of creditors, or the appointment of a receiver; or 3. A transfer by any of the owners, shareholders or members (whichever is applicable) of Contractor of greater than ten percent (10%) of the ownership interest, stock or membership interest (whichever is applicable) in Contractor's business, issued as of the Effective Date by the Contractor, or the sale or transfer of over twenty-five percent (25%) of the assets of the Contractor. In the event a Contractor experiences regular stock exchanges in excess of the ten percent (10%) threshold, a separate agreement may be negotiated to set a threshold that still provides the OCFA with the protections intended. The stock sale of a publicly traded corporation that does not constitute a change in majority ownership will not be deemed a transfer of ownership for purposes of this Section. City of Santa Ana Page 1 105 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-141 ri City of Santa Ana 12. Audits and Inspections. At any time during normal business hours, and as often as may reasonably be deemed necessary by the OCFA, the CITY OF SANTA ANA may observe and inspect CONTRACTOR's business office, and CONTRACTOR must make promptly available to the CITY OF SANTA ANA or OCFA for its examination all of CONTRACTOR's records that pertain to performance of the Agreement. The CITY OF SANTA ANA or OCFA may audit, examine, and copy any and all CONTRACTOR records pertaining to their performance of the Agreement, including but not limited to, personnel records, daily logs, conditions of employment, and all other data. The CITY OF SANTA ANA's or OCFA's right to inspect CONTRACTOR's business office and any and all records pertaining to their performance of the Agreement will be restricted to normal business hours and reasonable notice shall be given to CONTRACTOR in advance of such inspection. 13. Independent Contractor. A. In the performance of this Agreement, CONTRACTOR shall be acting in an independent capacity from the CITY OF SANTA ANA and OCFA, and not as an agent, employee, partner, or pursuant to any kind of joint venture or partnership with the CITY OF SANTA ANA or OCFA. The parties understand and agree that CONTRACTOR, its officers, agents and employees (which term specifically includes, but is not limited to, the Transportation Personnel) are not employees of the CITY OF SANTA ANA, the County, or OCFA, and are not entitled to any of the rights, benefits, or privileges of CITY OF SANTA ANA, County, or OCFA employees including, but not limited to, medical, unemployment, or workers' compensation insurance. B. Neither the County, the CITY OF SANTA ANA or OCFA, or any of their respective officers, elected officials, agents, representatives, or employees, shall have any control over the conduct of CONTRACTOR's agent's and employees except as specifically set forth in the Contract Documents. Under no circumstances shall CONTRACTOR or any of its agents or employees represent that they are in any manner agents or employees of the CITY OF SANTA ANA, County or OCFA, it being understood that CONTRACTOR its agents and employees are as to the CITY OF SANTA ANA, County and OCFA, wholly independent contractors and that CONTRACTOR's obligations to the CITY OF SANTA ANA and OCFA are solely those prescribed by the Contract Documents. C. CITY OF SANTA ANA, the County, and OCFA have no responsibility whatsoever for the payment of any wages, salary, health benefits, retirement benefits, taxes, or any other benefits that may be due to CONTRACTOR's employees and agents performing 9-1-1 Emergency Transportation Services under this Agreement, specifically including but not limited to the Transportation Personnel. City of Santa Ana Page 1 106 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-142 0 City of Santa Ana CONTRACTOR further acknowledges and agrees that the CITY OF SANTA ANA, the County, and OCFA have no responsibility whatsoever for the filing of any employer related documentation (tax forms, payroll, or otherwise) with the federal, state or local governmental authorities, concerning those persons CONTRACTOR assigns to perform 9-1-1 Emergency Transportation Services under this Agreement. The preparation and filing of all employee related documentation shall be the sole responsibility of CONTRACTOR. 14. Compliance with Laws All services provided by CONTRACTOR pursuant to the Contract Documents must be rendered in full compliance with all applicable federal, state, and local laws, rules, statutes, and regulations. It will be CONTRACTOR's sole responsibility to determine which federal, state, and local laws, rules, statutes, and regulations apply to the services to be performed pursuant to the Contract Documents, and to maintain compliance at all times throughout the Term of this Agreement. 15. Responsibility Except as may be specifically stated herein to the contrary, it shall be the responsibility of CONTRACTOR to provide all Transportation Personnel with whatever resources and equipment are necessary to perform the 9-1-1 Emergency Transportation Services, and to otherwise satisfy all of the terms and conditions set forth in the Contract Documents at all times during the Term of this Agreement. Except where it may be specifically permitted in the Agreement, CONTRACTOR may not use any outside ambulance service providers or other resources to satisfy its obligations to provide 9-1-1 Emergency Transportation Services to the CITY OF SANTA ANA, without first obtaining the prior written consent of the CITY OF SANTA ANA. Notwithstanding the granting of any such approval by the CITY OF SANTA ANA, nothing stated herein shall relieve CONTRACTOR of its duties and responsibilities under the Agreement, and any additional cost incurred shall not be charged to the County, CITY OF SANTA ANA or OCFA. 16. Acts or Omissions of Representatives The acts and/or omissions of the owner(s), officers, operators, officials, employees, agents, and representatives of the CONTRACTOR in the performance of the services and obligations under the Contract Documents shall constitute the acts and/or omissions of the CONTRACTOR. 17. Insolvency CONTRACTOR shall not, without the prior written consent of the OCFA Fire City of Santa Ana Page 1 107 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-143 City of Santa Ana Chief or designee, suffer either the appointment of a receiver to take possession of all, or substantially all of the assets of CONTRACTOR, or make a general assignment of such assets for the benefit of creditors. Any such action taken or suffered by CONTRACTOR under any insolvency or bankruptcy proceeding constitutes a material breach of this Agreement by CONTRACTOR, and all property, equipment or materials assigned by OCFA, the CITY OF SANTA ANA and/or the County to CONTRACTOR related to the provision of services under this contract shall be automatically "released" by CONTRACTOR and returned back to the possession and control of the CITY OF SANTA ANA and OCFA. Following the occurrence of any such event, the OCFA Fire Chief or designee may assign such property, equipment or materials to another 9-1-1 Emergency Transportation Services provider, in the CITY OF SANTA ANA's sole discretion. 18. Familiarity with Work By execution of this Agreement, CONTRACTOR warrants that: A. It has thoroughly investigated and considered the 9-1-1 Emergency Transportation Services to be performed; B. It possesses any and all licenses which are required under relevant local, State, or Federal law to perform the 9-1-1 Emergency Transportation Services contemplated by this Agreement, and shall maintain all appropriate licenses during the performance of this Agreement. C. It has expertise in the provision of 9-1-1 Emergency Transportation Services as that term is defined in this Agreement; D. It carefully considered how the 9-1-1 Emergency Transportation Services should be performed; and E. It fully understands the difficulties and restrictions attending the performance of the 9-1-1 Emergency Transportation Services under this Agreement. 19. Validity The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any of the other provisions of this Agreement. City of Santa Ana Page 1 108 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-144 City of Santa Ana 20. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any legal action relating to or arising out of this Agreement shall be subject to the jurisdiction of the County of Orange, California. 21. Entire Agreement This Agreement supersedes any and all other agreements whether oral or written, between the parties hereto with respect to the subject matter hereof, and contains all of the covenants and agreements between the parties with respect to said matter, and each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that any other agreement or modification of this Agreement shall be effective only if executed in writing and signed by both CITY OF SANTA ANA and CONTRACTOR. 22. Attorney's Fees In the event any legal proceeding is instituted to enforce any term or provision of this Agreement, the prevailing party in said legal proceeding shall be entitled to recover attorneys' fees and costs from the opposing party in an amount determined by the Court to be reasonable. 23. Representatives and Notices The City Manager or his designee shall be the representative of the CITY. The OCFA Fire Chief or his designee shall be the representative of OCFA. For the purposes of this Agreement the City Manager may issue all administrative consents, approvals, directives and agreement on behalf of the CITY OF SANTA ANA. The OCFA Fire Chief on behalf the CITY OF SANTA, may issue operational directives required by this Agreement, except as otherwise expressly provided in this Agreement. shall be the representative of CONTRACTOR for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of CONTRACTOR, called for by this Agreement, except as otherwise expressly provided in this Agreement. All notices and written communications sent by one party to the other shall be personally delivered or sent by registered or certified U.S. Mail, postage prepaid, return receipt requested, to the following addresses indicated below: City of Santa Ana Page 1 109 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-145 4;1 City of Santa Ana To CITY: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92701 Fax(714)647-6956 With courtesy copy to: Treasury and Customer Services Manager Finance and Management Services Agency Treasury & Customer Division (M-15) 20 Civic Center Plaza Santa Ana, CA 92701 Fax(714)647-5304 To VENDOR: Attn: Fax (XXX) XXX-XXXX The effective date of any notice or written communications sent by one party to the other shall be the date received if by personal service, or forty-eight (48) hours after deposit in the U.S. Mail as reflected by the official U.S. postmark. Either party may change its address by giving notice in writing to the other party. 24. Waiver No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought, referring expressly to this Paragraph. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 25. Rights and Remedies are Cumulative Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. City of Santa Ana Page 1 110 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-146 ;z� ..�rr�-rra City of Santa Ana 26. Cooperation CONTRACTOR must cooperate with the CITY OF SANTA ANA and take all actions necessary to ensure that all terms and conditions, and required performance levels, set forth in the Contract Documents are satisfied at all times throughout the Term of the Agreement. 27. Legal Action In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy and default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 28. Amendment This Agreement may be amended only by the written mutual consent of CITY OF SANTA ANA and CONTRACTOR. 29. Additional Services CONTRACTOR shall not receive compensation for any services provided outside the scope of the Contract Documents unless such additional services are approved in writing by CITY OF SANTA ANA prior to CONTRACTOR performing the additional services. It is specifically understood that oral requests or approvals of such additional services, change orders, or additional compensation, and any approvals from the CITY OF SANTA ANA, shall be barred and are unenforceable. 30. Counterparts This Agreement may be executed in one or more counterparts by the parties hereto. All counterparts shall be construed together and shall constitute one Agreement. 31. Corporate Authority The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so the Parties hereto are formally bound to the provisions of this Agreement. {SIGNATURES TO FOLLOW ON NEXT PAGE} City of Santa Ana Page 1111 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-147 0 City of Santa Ana IN WITNESS WHEREOF, Parties hereto have executed this AGREEMENT on the date and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney CITY OF SANTA ANA RAUL GODINEZ II City Manager RECOMMENDED FOR APPROVAL: "CONTRACTOR" Executive Director Name: Finance & Management Services Agency Tax ID# City of Santa Ana Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 250-148 Page 1112 EXHIBIT B City of Santa Ana Request for Proposals for Fire / EMS Emergency Ambulance Transportation and Related Services RFP # 18-059 Care Ambulance Service, Inc. Proposer Name 1517 W. Braden Q., Orange, CA 92868 Proposer Address Troy M. Hagen, CEO Proposer Authorized Contact/Representative Signature of Authorized Contact/Representative (714)288-3800 Proposer Telephone Number October 31, 2018 Date of Proposal Submission Original Copy 250-149 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA Table of Contents ITEM1: COVER LETTER...........................................................................................................1 ITEM 2: GENERAL OVERALL DESCRIPTION OF PLAN TO PROVIDE 9-1-1 EMERGENCY TRANSPORTATION SERVICE IN CITY OF SANTA ANA............................................................... 5 ITEM 3: OVERALL OPERATIONAL SYSTEM............................................................................... 8 ITEM 4: DRIVER TRAINING................................................................................................... it ITEM 5: INTERNAL MEDICAL QUALITY CONTROL..................................................................13 ITEM 6: MUTUAL AID PROVIDER..........................................................................................16 ITEM 7: PERSONNEL AND TRAINING.................................................................................... 18 ITEM 8: HIPAA COMPLIANCE PLAN....................................................................................... 31 ITEM 9: CORPORATE COMPLIANCE PLAN............................................................................. 32 ITEM 30: PLAN FOR TAKEOVER OF SERVICE/START-UP......................................................... 34 ITEM 11: EMS RESUME........................................................................................................ 38 ITEM 12: AGREEMENT TO CONDITIONS................................................................................43 ITEM 13: PRICE WORKSHEET................................................................................................45 ITEM 14: CONFLICT OF INTEREST CERTIFICATION................................................................. 48 ITEM 15: STATEMENT OF TRUTH.......................................................................................... 49 ITEM 16: NON -COLLUSION CERTIFICATION........................................................................... 50 ITEM17: PHOTOGRAPHS..................................................................................................... 51 APPENDIX............................................................................................................................ 52 RFP # 18-059—CARE AMBULANCE SERVICE250-150 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATIONS, RELATED SERVICES CITY OF SANTA ANA ITEM 1: COVER LETTER October 31, 2018 Sandy Perez, Supervising Buyer Finance and Management Services — Purchasing City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Dear Ms. Perez and Evaluation Committee Members: Care Ambulance Service is pleased to present our response to your Request for Proposal (RFP) for the provision of Fire / EMS Emergency Ambulance Transportation and Related Services to the City of Santa Ana. Care Ambulance has been serving Orange County with professional ambulance services since 1969 and is the largest provider of 9-1-1 emergency ambulance services in Orange County. We are proud to be the incumbent provider of services, serving the City of Santa Ana since the transition of the Santa Ana Fire Department to the Orange County Fire Authority. This year we celebrate our 49th year of providing quality, cost-effective ambulance services to the residents and visitors of Orange County. Our on-site leadership team has deep Orange County community ties and extensive experience working with local city and fire officials. Listed below is the specific information requested for this section: A. Care Ambulance Service, Inc. is the official name of the Bidder. B. Care Ambulance Service, Inc. is a California corporation. C. Care Ambulance Service was incorporated in California on March 28, 1988. D. Care's corporate headquarters are located at 1517 W. Braden Ct., Orange, CA 92868. Our business telephone number is (714) 288-3800. E. Our Federal Tax Identification Number is 33-0285453. F. The authorized contact for the City of Santa Ana regarding the bid proposal, the RFP Process, the Contract Documents and the administration of the contract, if awarded, with authorization to make representations on behalf of and to bind Care Ambulance is: Troy M. Hagen, CEO Care Ambulance Service 1517 W. Braden Ct. Orange, CA 92868 RFP # 18-059 — CARE AMBULANCE SERVICE 250-151 1 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES ,11/ a4 CITY OF SANTA ANA Telephone (714) 288-3800 Fax (714) 288-3899 Email — troyh@careambulance.net G. Authorized signature documentation, pursuant to Care's organizational structure / bylaws, verifying the authority of Troy M. Hagen to sign Care's original bid proposal and to commit to the proposal on behalf of Care Ambulance Service is provided as an Attachment to this section of the proposal. H. Care Ambulance Service is in good standing in the State of California and has all necessary licenses, permits, certifications, approvals and authorizations necessary to perform all required obligations specified in the RFP. Care Ambulance is licensed by the California Highway Patrol and the County of Orange — EMS Agency to provide ambulance services in Orange County. I. Care Ambulance Service is in good standing with the Medicare and Medi -Cal programs and is not the subject of any pending actions, investigation or prosecutions, whether civil, criminal or administrative related to billing or reimbursement practices. Care Ambulance has never been excluded from any state or federal healthcare program and does not employ any persons who have been excluded from any state or federal healthcare program. J. Care Ambulance Service agrees and accepts all terms, conditions, requirements and performance criteria contained in the Contract Documents. K. Care Ambulance is known for the following unique strengths, which we commit to provide the City of Santa Ana through this proposal: Existing Emergency Ambulance Transport Provider Care Ambulance has served with distinction as the contracted 9-1-1 emergency ambulance provider for the City of Santa Ana since April 20, 2012. Working with City and OCFA Officials, Care Ambulance has exceeded all contract requirements and provided the City of Santa Ana with outstanding ambulance transport services. Commitment to the Community Care Ambulance is based in Orange County and maintains a state-of-the-art dispatch center within the county. Many members of Care's leadership team were raised in Orange County and continue to raise their families here. Many of the men and women who make up Care Ambulance were also raised or live in Orange County. This is our community, and Care Ambulance takes great pride in being part of Orange County. National Accreditation and California Council for Excellence Award In February 1993, Care Ambulance applied for and was the first ambulance service in California to receive a national accreditation from the Commission on Accreditation of Ambulance Services (CARS). This accreditation for meeting the "Gold Standard of Excellence" was awarded RFP # 18-059— CARE AMBULANCE SERVICE250-152 2 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA c4+c ; 4" u after an exhaustive application process, on-site review by nationally recognized experts in emergency medical services and a perfectly scored evaluation. In addition to CAAS, Care Ambulance recently received the "Prospector Award for Performance Excellence" from the California Council for Excellence. Care Ambulance is one of only four (4) private ambulance providers in the Nation to receive this award, which is based on the criteria from the Malcolm Baldrige National Quality Award. Experience Care Ambulance possesses significant experience in the field of 9-1-1 emergency ambulance operations. Care Ambulance is the current contracted provider to the City of Santa Ana and also operates all similar ambulance transport programs in Orange County for the Cities of San Clemente, Westminster, Costa Mesa, Fullerton and La Habra. In addition, we are also the contracted emergency ambulance provider for 21 of the 23 member Cities of the Orange County Fire Authority and the Cities of Anaheim, Fountain Valley and Garden Grove. Care Ambulance Service does not come to the City of Santa Ana looking for emergency ambulance experience; we bring experience. Management Expertise Care Ambulance Service has demonstrated depth of management experience in all areas of ambulance operations, fiscal management and prehospital medical care. We have an on-site management team with proven leadership capabilities and cumulative EMS management experience of over two hundred (200) years. Qualifications and Training of Personnel Care Ambulance is a people -oriented company providing a people -oriented service. We are acutely aware that the ambulance industry is a service industry, and as such, our most important resource is our people. To that end, Care Ambulance recruits and screens employees to ensure we hire only the most qualified applicants. Employees are provided with substantial initial and ongoing training to maintain and improve their expertise. Operational Standards Care Ambulance has already implemented an operational system that meets or exceeds the performance standards established in this RFP. We currently operate, at no cost to the City of Santa Ana or OCFA, Operational System Enhancements that include Patient Care Record (PCR) scanning with timely data transmission to the City of Santa Ana's billing service. We also offer Automatic External Defibrillators (AEDs) on every ambulance in Care's fleet, a Road Safety On - Board Computer, a Video System on each dedicated City ambulance, and a language translation service. RFP N18-059—CARE AMBULANCE SERVICE 250-153 3 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA Capabilities to Respond to Terrorist Threats or Disasters Care Ambulance Service is recognized as an ambulance service leader in disaster preparedness. On a county -wide level, Care Ambulance has taken a leadership position in developing standardized training for an operational response to acts of terrorism or natural disasters. We have created a master mutual -aid agreement with other Orange County ambulance providers and serve as an Emergency Regional Transportation Coordination Center. Vehicles and Vehicle Maintenance Care's established preventative and regular maintenance program exceeds manufacturer and CAAS standards. Our maintenance program ensures the highest quality equipment is available twenty-four (24) hours a day, seven (7) days a week. Mutual -Aid Providers Care Ambulance has an established and extensive network of mutual -aid partners. Care and our mutual -aid providers have worked together for years to deliver effective emergency ambulance services. These are not new relationships but long-term commitments from well-established ambulance service providers. Interagency Partnership Care believes the provision of high-quality emergency and non -emergency transportation services begins with a strong agency partnership. We are committed to working with the City of Santa Ana and OCFA to partner on issues related to EMS and health care services. What is important to you is important to us. We believe that our Proposal meets or exceeds all the standards specified in the Request for Proposal. Care Ambulance has the equipment, personnel, management talent and, most of all, the desire to continue providing the highest quality emergency ambulance services to the City of Santa Ana. Please don't hesitate to reach out to me for any clarifications or additional information. Sincerely, Troy M. Hagen, CEO RFP # 18-059— CARE AMBULANCE SERVICL2 50 _ 154 4 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES 7 J T �x CITY OF SANTA ANA ITEM 2: GENERAL OVERALL DESCRIPTION OF PLAN TO PROVIDE 9-1-1 EMERGENCY TRANSPORTATION SERVICE IN CITY OF SANTA ANA Care Ambulance Service has already implemented an operational system plan that exceeds the requirements of the Request for Proposal and provides quality ambulance services to the residents and visitors of Santa Ana. With Care Ambulance Service, the City of Santa Ana is not dealing with an unknown entity. Our management team and implementation techniques have been tested and proven. Our capabilities have been clearly demonstrated. In the description that follows, we demonstrate a sustained commitment to the City of Santa Ana with our plan to provide continuing emergency services. First -Tier Service Care's First -Tier Service plan ensures that there are enough of Care's own ambulances and transportation personnel available to meet 100% of the anticipated number of calls for Emergency Transportation in the City of Santa Ana. Currently, Care Ambulance Service provides EMT staffing and emergency ambulance transportation personnel for seven (7) dedicated and fully equipped ambulances in accordance with all industry standards and requirements of the City of Santa Ana and OCFA. Care Ambulance operates these seven (7) dedicated City of Santa Ana emergency ambulances from the following five (5) Santa Ana ambulance station locations: • Santa Ana Station One — 4718 W. 1s` Street, Santa Ana • Santa Ana Station Two —1209 N. Broadway Street, Santa Ana • Santa Ana Station Three — 2701 Hotel Terrace Drive, Santa Ana • Santa Ana Station Four — 2913 Warner Avenue, Santa Ana •' Santa Ana Station Five — 2125 N. Grand Avenue, Santa Ana Care's EMT personnel are able to respond twenty-four (24) hours a day, seven (7) days a week to all 9-1-1 and other emergencies, as directed by the City of Santa Ana and the OCFA. Care's dedicated Santa Ana EMT Personnel are assigned a similar three (3) platoon shift schedule as OCFA firefighters; however, because of shift demands, 48-hour shifts are minimized. This staffing pattern allows for a coordinated team effort and provides necessary familiarity with OCFA staff. Care Ambulance provides a minimum of 14 EMTs per shift, for a minimum of 38 EMTs assigned to this program. Each EMT assigned to the City of Santa Ana is licensed and qualified as an emergency ambulance driver. All of Care's EMT personnel are sufficiently trained and capable of ensuring the safe and proper discharge of their service responsibilities. To ensure this, Care Ambulance will work directly with the City of Santa Ana and OCFA officials to determine a proper training program. Care RFP ##18-059—CARE AMBULANCE SERVICE 250-155 5 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA proposes that all EMTs assigned to the dedicated transport program have completed, at a minimum, the following additional training classes: • Incident Command System 100 & 200 • First Responder Awareness • FEMAIS-800NIMS In addition to the seven (7) fully dedicated transport ambulances and EMT crews, Care Ambulance provides full and complete backup services for the City of Santa Ana, twenty-four (24) hours a day, seven (7) days a week to all 9-1-1 and other emergencies in the City of Santa Ana, as may be required. Care Ambulance provides fully equipped and staffed vehicles from our regular fleet of 143 emergency ambulances, which stand ready to provide backup emergency transportation services to the City of Santa Ana in the event the dedicated ambulances are unavailable or unable to respond to a call for service. As the City of Santa Ana's current provider, Care Ambulance has responded to 100% of the request for service and exceeded all response time requirements. Notably, this has been achieved without the use of mutual -aid assistance. One of the challenges faced today by the City of Santa Ana EMS Transport Program is that there are only two (2) acute care hospitals located in the city. In addition, there can often be delays at the receiving hospital due to emergency room overload. Care Ambulance recognized this challenge and devised a secondary system that exceeds the requirements of the RFP. Currently as a contracted ambulance provider for the City of Santa Ana and the OCFA, Care Ambulance maintains a data link from our Computer Aided Dispatch (CAD) to the OCFA CAD. This allows for a seamless electronic handshake and exchange of information. By electronically sharing this information, Care has knowledge when dedicated Santa Ana ambulances are unavailable for a response and we deploy additional ambulance(s) into the city in advance of a request for service rather than waiting for a response to occur and not having an ambulance properly deployed for that response. In addition to a program of "advance warning" of a call for service, Care Ambulance maintains a significant ambulance presence in cities and hospitals that surround the City of Santa Ana. We are the contracted emergency ambulance service for most of the Cities that surround Santa Ana, including Tustin, Irvine, Costa Mesa, Fountain Valley and Garden Grove. In addition, Care Ambulance is the contracted non -emergency ambulance service to area hospitals in and near the City of Santa Ana. As the largest provider of emergency and non -emergency ambulance services in Orange County, Care can deliver back-up services to the City of Santa Ana unmatched by any other provider. In the event that dedicated ambulances are unavailable or assigned to calls, we will immediately deploy ambulance resources from our fleet to Santa Ana to ensure there is always an ambulance available for an emergency response in the City. RFP # 18 -059 -CARE AMBULANCE SERVICE 250-156 6 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES ! CITY OF SANTA ANA ' Second Tier Service In the unlikely event that Care's dedicated ambulances and Care's fleet of 143 other ambulances were unavailable for an emergency response in the City of Santa Ana, Care Ambulance has entered into several "Mutual Aid" agreements with separate qualified ambulance service providers doing business in Orange County to provide backup ambulance services. In addition, we maintain a "Master Mutual Aid" agreement with five (5) other licensed Orange County ambulance services, each capable of responding to a request for Second Tier Services. For further details about Care's mutual -aid capabilities, please refer to Item 6: Mutual Aid Providers. Since the beginning of this contract in 2012, Care Ambulance has never used the services of any back-up provider in Santa Ana. We have covered over 130,000 requests for service, without using any services from any other ambulance provider. Response Time Commitment The most critical measure of an emergency ambulance service's performance is its response times. While clinical performance is essential, it is not commonly understood by the public or as easily measured as response times. The key question for most patients and the public is: How long does it take to get an ambulance after making the call for help? It is for that reason that Care agrees to be held to a higher standard. Care Ambulance Service commits to the following response time standards, which exceed the requirements of the RFP: • Code 3 — Care Ambulance agrees that all Code 3, red lights and siren, responses shall not exceed nine (9) minutes and fifty-nine (59) seconds, ninety-three (93%) of the time, reported on a quarterly basis. • Code 2— Care Ambulance agrees that all Code 2, expeditious response without red lights and siren, responses shall not exceed fourteen (14) minutes and fifty-nine (59) seconds, ninety-three (93%) of the time, reported on a quarterly basis. These response -time standards are extremely stringent and concrete. These are not promises that cannot be fulfilled. Unlike, other bidders, these are response -time standards that Care Ambulance achieves today. We provide this level of exceptional service today in Santa Ana, and we will continue do it in the future for the City of Santa Ana. To date in the City of Santa Ana, Care Ambulance Service maintains greater than a 97% response -time compliance standard and has never failed to meet our 9-1-1 emergency contracted response -time obligations, nor been penalized for any sub -standard system performance. Care Ambulance is very confident in our abilities to deliver timely ambulance services and readily agrees to the response time requirements and penalties specified. RFP # 18-059— CARE AMBULANCE SERVICE 250-157 % PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES aCITY OF SANTA ANA ITEM 3: OVERALL OPERATIONAL SYSTEM The following pages provide a review of Care's overall operational system, including a summary of our operations system and supervisory plans. In addition, we have outlined our proposed operational system enhancements. Supervisory Plan Currently, Care Ambulance Service provides five (5) on -duty Operations Manager on a twenty- four (24) hour basis, seven (7) days a week. In addition, Care Ambulance has a dedicated full- time Operations Manager specifically assigned to the City of Santa Ana, Monday through Friday, from 0800 to 1600 hours. Care's Operations Managers function in a manner similar to a fire department Battalion Chief and are only assigned to field supervision and administrative duties. Our Operations Managers are located in the City of Orange, Garden Grove, Villa Park, Laguna Niguel and Rancho Santa Margarita. Care's on -duty Operations Managers are available at all times and may be contacted immediately via radio through Care's communications center or directly through their cellular telephone. The following individuals currently work as Operations and Administrative Managers in Care's Orange County Division: • Rob Viera - OC Division Manager, Employed with Care for 23 years • Marc Jessner— Division Manager Logistics, Employed with Care for 28 years • Jeff Talmage —SA Operations Manager, Employed with Care for 6 years • Klatann Thomas— Operations Manager, Employed with Care for 11 years • Sean Cox—OC Operations Manager, Employed with Care for 13 years All Operations Managers employed by Care Ambulance have successfully completed training at the ICS 200 level and California Ambulance Strike Team Leader training. All Operations Managers have completed the required FEMA training, including IS 700 NIMS and IS 800 National Response Plan. In addition, all Operations Managers have completed First Responder Awareness (FRA) and First Responder Operations (FRO) training. On a daily basis, Care's Operations Managers are in the field, supervising the activities of all assigned personnel. They are deployed in a Code 3 capable vehicle equipped with all necessary fire department radios and extra medical equipment, including backboards, medical supplies and oxygen. Each Operations Manager vehicle is also equipped with a Mobile Data Computer (MDC) allowing our supervisory personnel to continually monitor the location and activities of all Care ambulances within Santa Ana and Orange County. RFP # 18-059—CARE AMBULANCE SERVICE250_158 8 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA Summary of Care's Southern California System Operations Total Number of Ambulances in Fleet Care Ambulance provides a response ready fleet of 143 ambulances licensed to provide ambulance services in Orange County. We are the largest provider of emergency and non- emergency ambulance services in Orange County. Each emergency ambulance in Care's dedicated fleet is complete with the latest technology, including 800 MHz mobile radios and satellite -based Automatic Vehicle Locator (AVL) tracking systems. All of Care's ambulances meet and exceed the safety and equipment requirements listed in the RFP. Total Number of Employees By continuing to contract with Care Ambulance as the EMS Emergency Transportation Services provider for the City of Santa Ana, the City will maintain an experienced and dedicated workforce trained to the highest clinical standards. The following is a breakdown of employees according to job category: •' CATEGORY Orange County Accredited EMT Staff NUMBER OF • 910 Communications 48 Field Training Officers 87 Registered Nurses 16 Managers and Directors 54 Administrative / Billing 105 Fleet Maintenance 11 Clinical Contacts Care Ambulance provides clinical support and training for all employees through our in-house Training Department. With our full-time clinical education staff, including our participatory Medical Director, Care offers the City of Santa Ana the highest possible clinical standards. Contacts for the Medical Director and Training Department are: • Medical Director, Dr. Freddy Sotelo, Telephone Number (714) 288-3800 RFP # 18-059 — CARE AMBULANCE SERVICE 250-159 9 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA Employee (CE) Training Manager, Jerry Melendrez, Telephone (714) 288-3930 Driver Training Manager, Sergio Montoya, Telephone (714) 713-3521 Resumes for the above individuals are provided as an Attachment to this section. Implemented Operational System Enhancements 1. EMT -D Immediate defibrillation is the most effective treatment for out-of-hospital cardiac arrest (ventricular fibrillation). Care Ambulance is proud to be the first ambulance service in Orange County to provide Automatic External Defibrillators (AEDs) on all ambulance vehicles. Care Ambulance equips all ambulances with an AED and ensures all EMT personnel are properly trained. We provide this service in Santa Ana at no additional cost to the City or OCFA. 2. Electronic PCR and Document Scanning Each ambulance in Care's fleet is equipped with Electronic PCR capabilities and portable document scanning. While other companies in the nation have implemented an EPCR solution, Care Ambulance is the first to go completely paperless, allowing our EMTs to instantly scan the report and electronically transmit that report to the City of Santa Ana billing agency. This scanning service is not available with any other Orange County ambulance provider. 3.. Road Safety. On -Board Computer System Over twenty (20) years ago, Road Safety brought the "Black Box" from the airplane cockpit to the highway. Today, every Care Ambulance vehicle is equipped with this state-of-the-art technology. The Road Safety On -Board Computer System records each second and each mile of operation of every vehicle in the Care Ambulance fleet. Active driver identification enables the system to evaluate driver performance based on the number of miles they drive and how safely they operate their ambulance. Each ambulance operated by Care Ambulance in the City of Santa Ana is equipped with this technology. 4. Changing Demographics of Orange County UCLA researchers estimate that 224 different languages are spoken in the region. We recognize that communication with patients is essential. Because it's impossible to teach all our EMTs to speak in multiple languages, we equip each ambulance with a mobile phone and contract with a language translation service. If our EMTs arrive on -scene at a medical emergency and cannot communicate with a patient or family members, they contact the language translation service using the mobile phone. The translation service then connects an approved translator to the EMT and patient to facilitate complete and accurate communications. RFP # 18-059— CARE AMBULANCE SERVICE250-160 10 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES :¢v CITY OF SANTA ANA ITEM 4: DRIVER TRAINING Care Ambulance uses the National Safety Council, Coaching the Emergency Vehicle Operator (CEVO) course for all drivers' training. The highly interactive, six (6) hour program adapts defensive driving techniques to the unique nature of ambulance work. The course promotes critical thinking during high-pressure driving situations and offers defensive driving strategies to avoid collisions. The course features lecture and videos with real-life driver simulations. Care's training program exceeds the standards established for the ambulance industry by the National Highway Traffic Safety Administration (NHTSA), the Department of Transportation (NHTSA DOT); the National Commission on the Accreditation of Ambulance Services (CAAS); the California State Department of Motor Vehicles; and the California Highway Patrol. Pre -Employment Screening Care's risk management approach to driving safety begins with the insistence on high-caliber personnel. Care Ambulance requires all ambulance personnel to possess a valid California Driver's License, with all required certifications, and to remain compliant with all provisions of the California Vehicle Code. Care Ambulance performs an extensive background check of all ambulance applicants and ensures that no Care Ambulance drivers have been convicted of or have pled nolo contender to any crime involving a stolen vehicle, stolen property, violence, drugs or moral turpitude, fraud or misdemeanor, or felony driving under the influence of alcohol or drugs. Driver Training Program The Care Ambulance driver training program is a three -phased comprehensive instructional based program incorporating: classroom instruction (Phase 1); with a closed cone -course practice (Phase 2); and supervised on -the -road practical experience (Phase 3). Students are required to complete a minimum of fifty-four (54) hours of driving instruction. This time may be extended if our trainer decides more experience or training is necessary before the trainee can operate an emergency ambulance on their own. Phase 1— Classroom Instruction: Phase 1 consists of six (6) hours of classroom instruction and covers the basic components of driving and emergency vehicle operations. The driver trainee is taught low force driving techniques, vehicle dynamics, vehicle code law, due regard and Care's policies and procedures relative to ambulance operations. Specific topics covered in Phase 1 include: backing, lane changes, intersection and skid control, special awareness, following distances, fatigue recognition, on -scene vehicle placement, daily crew responsibilities and operator liabilities. The classroom session includes case -study reviews of actual emergency vehicle collisions and actions that could have been taken to avoid those collisions. The final component of the classroom experience is a fifty (50) -question written final. RFP # 18-059— CARE AM BU LANCE SERVICE 250-161 11 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA Phase 2— Closed Cone Course: Upon successful completion of Phase 1, the driver trainee moves to Phase 2; the Closed Cone Course. The Closed Cone Course is conducted at Anaheim Stadium, under the watchful eyes of Care's certified driving instructors. The course consists of eight (8) hours of practice, where trainees hone their driving skills in a controlled environment. During the cone course, trainees are required to safely drive their ambulance through a series of obstacles, such as diminishing lanes, backing, evasive maneuvers, forward and reverse serpentines, controlled braking and turning movements. Trainees are scored on their control of the vehicle and must score one hundred percent (100%) before proceeding to the next phase. Phase 3— Supervised Practical Road Experience: Driver trainees must successfully complete both Phase 1 and Phase 2 of Care's driver training program, before being assigned to work with a Field Training Officer (FTO), in our behind -the -wheel driving experience. Phase 3 is forty (40) hours of supervised practical road experience in which the trainee is paired with an FTO who continues to coach the trainee on an as -needed basis. This behind -the -wheel experience allows trainees to practice their driving skills in Southern California's unique driving environment, enhancing their ability to understand local traffic patterns, road and weather conditions and the reaction of other drivers to emergency vehicles. Road Safety Computer Systems: All Care ambulances and supervisor vehicles are equipped with a computerized driver monitoring system and video recording system. The same technologies that monitor commercial airline performance dynamics are used to monitor our drivers' performance. The system works as a full-time, unbiased driving coach, providing an audible warning as our drivers approach an unsafe condition, allowing sufficient time for the driver to take corrective action before an incident occurs. In addition to monitoring driving habits, the system monitors incidents such as unsafe backings and emergency light and siren activation. All data generated from the driving monitoring system become a key component of Care's QA/QI process, allowing Care to monitor and provide important feedback to our drivers regarding their vehicle operations. Additional Specific Submission Data: 1. A detailed course syllabus and curriculum for Care's driver training program has been provided as an Attachment to this section of the proposal. 2. Care's driver training program consists of a minimum of fifty-four (54) hours of instructor -led education. The program may be extended for trainees that have difficulty mastering a section of the program. 3. Care's three (3) phased training program is described above. If a driver trainee is unsuccessful in completing the program, remedial training is provided. If still unsuccessful, the trainee is removed from driver trainee status and returned to Ambulance Operations as an Ambulance Attendant. 4. N/A. Care Ambulance conducts all drivers' training in-house. RFP # 18 -059 -CARE AMBULANCE SERVICE 250-162 12 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA ITEM 5: INTERNAL MEDICAL QUALITY CONTROL Excellence in customer service requires a commitment and systems in place to allow continuous evaluation and improvement. Care's Continuous Quality Improvement (CQI) Program meets this need. Our CQI processes are pervasive throughout our organization, from the traditional clinical application, to our communications center and fleet maintenance facility, to our billing office and our relationships with external providers and oversight agencies. Care's Quality Assurance/Quality Improvement Manager, Chris Wilson, is responsible for the overall management of Care's CQI Program. Quality is just a word until the people in an organization give it meaning. At Care Ambulance, quality is the responsibility and commitment of every employee. Description of Care's "CQI" Process An effective CQI program must provide the education, resources and support staff needed to provide quality service and outstanding patient care. This is best accomplished through observation, review, discussion and exchange of ideas when areas for improvement are identified. These components are found in Care's CQI process in the following distinct but connected phases: Prospective—This phase includes employee recruitment, employee screening and selection, written protocols, operational policies and employee orientation. Care Ambulance has a comprehensive set of policies that address clinical, safety and operational issues, as well as performance expectations for all personnel. Policies are updated and distributed to all employees as needed to stay current with new laws, industry standards and EMS Agency guidelines. Employee screening and selection is the first step of prospective quality assurance. It is critically important to be able to recognize and choose the right personnel when they apply. EMT candidates are required to pass several rigorous tests before employment is offered to them. These tests include a written EMT knowledge test, EMT skills testing, oral interview, strength and flexibility testing, medical examination and drug screening test and a complete background check conducted by a licensed private investigator. As part of the prospective phase new employees are assigned to New Employee Orientation. All employees receive extensive education and training to create their personal foundation for delivering exceptional service. Each orientation class has a presentation on Customer Service and Quality Improvement. These presentations ensure that all Care employees understand the importance, concepts, and the expectations in both of these areas. Concurrent—The concurrent phase of the quality process encompasses the delivery of service and patient care. It focuses on performance monitoring and application of procedures. The Operations Managers are the primary resource for this evaluation. The Care Ambulance RFP # 18-059 — CARE AMBULANCE SERVICE 250-163 13 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES 1qg CITY OF SANTA ANA Operations Managers actively engage field employees, public safety personnel, and facility staff. During this interaction, the Operations Managers are observing patient care and crew interpersonal skills with other members of the patient care team. The concurrent evaluation provides the environment for almost immediate feedback on job performance. The concurrent evaluation is where many exceptional performances are recognized. The real-time aspect of concurrent evaluation allows issues or concerns to be identified and addressed immediately. Quality improvement is ongoing and does not need to wait for the end of month report. Operational changes to improve system performance can be implemented quickly when organizations are committed to quality. Care Ambulance through a variety of mechanisms, has the ability to notify employees of changes that are put into practice. These changes are approved by appropriate company officials prior to implementation. Retrospective — All phases of the quality process are important. The retrospective phase is the after -event evaluation of system performance. To ensure positive findings retrospectively, it is important to invest heavily in quality control that is prospective (hiring, training etc.) and concurrent (evaluation of the service / care at the time of delivery). Retrospective quality control is looking back on service or care that has already been delivered. Examples of areas of retrospective review are: • Patient Care Reports • Emergency Vehicle Operations reports • Use of an Automated External Defibrillator • Unexpected clinical events • Documentation of the need for patient restraints The results of the retrospective review provide data to facilitate changes in operating procedures to improve performance. This data also allows the organization to identify trends. Data is wonderful, but improvement only occurs when the data is acted on. The QA/QI Manager works closely with the Training Department to identify areas for additional training or the need for a change in training curriculum. There may be times when the quality process identifies an individual or individual(s); who require refresher training. These situations are referred to the Training Department where the necessary training is provided. Upon completion of the training, the Training Manager will advise the QA/QI Manager that the required training has been completed. The individual(s) will be monitored to ensure compliance. This action of "closing the loop" is one of the fundamental concepts of continuous quality improvement. Many organizations say that they are driven by the CQI process, yet only invest in the retrospective component of the process. Care Ambulance truly embraces CQI and has the systems in place to facilitate continual improvement: Prospective, Concurrent, and Retrospective. It is with great pride that Care Ambulance employees provide exceptional service to each and every customer because of our commitment to quality. RFP # 18-059— CARE AMBULANCE SERVICE250-164 14 PROPOSALTO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA Data Management and Time Frames The Care Ambulance Quality Improvement Program is designed to be dynamic and change, as the company and customer needs change. Our ability to collect and manage data is a key to the success of our CQI program. Information that is collected is evaluated and maintained in a database for future reference. The QA/QI Manager generates monthly reports on identified quality indicators. These reports are shared with the Company Executives, Company Medical Director, Department Directors, and other appropriate managers. Quality indicators specific to patient care are shared with field employees. Field employees have open communication in the quality process. They can direct questions, comments, or suggestions directly to the QA/QI Manager. The employees performing the job many times have the best perspective. Meeting and Exceeding RFP CQI Standards Care Ambulance fully complies with all federal, state and local medical standards, protocols, rules and regulations applicable to the provision of emergency BLS ambulance transportation, including those established by the Orange County EMS Agency. In addition, Care's internal CQI process is directed at, but not limited to, effective administration and management of clinical performance, response time performance, driver performance, dispatch performance, and other BLS service levels. We believe that our CQI process exceeds the standards and requirements set forth in the RFP. Our CQI process clearly covers all topics related to BLS ambulance transportation. It not only exceeds the specified requirements of effective administration and management of clinical performance, response time performance, driver performance, and dispatch performance but also includes records, reports and documentation, radio and telephone communications, compliance with preventative maintenance, and repair of ambulances and on -board equipment, infection control and employee safe practices, medical supply management, human resource practices, and employee education, and training. We propose to further expand our existing CQI process to include a commitment to meet monthly or quarterly with City of Santa Ana officials and representatives of OCFA to discuss areas of mutual concern or opportunities for improvement. We propose to work collaboratively with Santa Ana and OCFA to develop CQI processes that are essential to the safe, efficient operations of their emergency ambulance service. By understanding what is important to the City of Santa Ana and OCFA, Care Ambulance can fine tune our CQI process to ensure that Santa Ana EMS Transportation Services are fiscally and clinically accountable to the patients served. Copies of Care's CQI Program and sample monthly CQI reports are provided as an Attachment to this section of the RFP. RFP # 18-059 — CARE AMBULANCE SERVICE 250-165 15 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES toCITY OF SANTA ANA ITEM 6: MUTUAL AID PROVIDER Care Ambulance is the largest provider of emergency and non -emergency ambulance services in Orange County. At any given time, Care Ambulance has enough ambulance resources deployed throughout Orange County to cover our individually contracted cities and to ensure timely ambulance responses for all contracted service areas. Care Ambulance rarely needs mutual aid assistance, but in fact, frequently provides requested assistance to areas adjacent to our contracted cities. While Care Ambulance does not routinely rely on the services of another provider as an alternative method to meet contracted response time requirements, Care does recognize that the mutual aid process is important to ensure structured responses to mass casualty incidents and during periods of unusually high demand. For those reasons, Care Ambulance maintains mutual aid relationships as an EMS partner, particularly in these uncertain times of terrorist threats and increasing natural disasters. Care Ambulance understands and agrees that all Second Tier or mutual aid agreements must be approved by the City of Santa Ana and that all mutual aid providers must meet the operational requirements of OCFA. Care further understands and agrees that should a Second Tier or mutual aid provider provide back-up services in the City of Santa Ana, Care Ambulance and not the Second -Tier provider will be responsible for ensuring compliance with all terms, conditions, standards and performance requirements set forth in the contract documents, including payment of all transport services. As a current OCFA emergency ambulance contractor, Care Ambulance is party to the existing Master Mutual Aid Agreements between OCFA contracted ambulance providers and members of the Ambulance Association of Orange County (AAOC). In addition, Care Ambulance has negotiated separate mutual aid agreements with local, experienced providers of emergency ambulance services. Following are brief descriptions of each Second Tier or mutual aid provider used by Care Ambulance in Orange County that meet the operational requirements of the City of Santa Ana and OCFA: Doctor's Ambulance Doctor's Ambulance is a current contracted OCFA BLS ambulance service that meets all OCFA operational requirements, providing emergency ambulance services in Laguna Beach and non- emergency ambulance services for hospitals in the Santa Ana area. Doctor's uses a crew staffing of two (2) EMTs and has seventeen (17) Orange County licensed ambulances. Doctor's Ambulance began service in 1974 and is CAAS Accredited. RFP # 18-059— CARE AMBULANCE SERVICE250-166 16 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA Nva Doctor's Ambulance headquarters are located at 23091 Terra Drive, Laguna Hills, California 92653. Contact person is Aaron Sundstrom — Operations Manager. Telephone number is (949) 951-6600. There is no defined expiration date to the agreement. Emergency Ambulance Emergency is a current contracted OCFA BLS ambulance service that meets all OCFA operational requirements, providing emergency ambulance services to the communities of Brea, Placentia and Yorba Linda. Emergency Ambulance uses a crew staffing of two (2) EMTs and has fifteen (15) Orange County licensed ambulances. Emergency Ambulance began service in 1977 and is CAAS Accredited. Emergency Ambulance headquarters are located at 3200 E. Birch Street, Suite A, Brea, California 92821. Contact person is Chad Drutten — Chief Operating Officer. Telephone number is (714) 990-1331. There is no defined expiration date to the agreement. Shoreline Ambulance Emergency is a licensed Orange County EMS provider and former OCFA contractor to the City of Westminster. Currently, Shoreline Ambulance maintains a non -emergency ambulance station and crew in the City of Santa Ana. Shoreline Ambulance uses a crew staffing of two (2) EMTs and has seven (7) Orange County licensed ambulances. Shoreline Ambulance headquarters are located at 3400 W. Warner Avenue, Suite H, Santa Ana, CA 92704. Contact person is Jim Karras— Chief Operating Officer. Telephone number is (855) 474-6735. There is no defined expiration date to the agreement. Regional Disaster Transportation Coordination Center In addition to being one of the largest providers of emergency ambulance services in Southern California, Care Ambulance also serves as the Regional Disaster Transportation Coordination Center for our Southern California Region. From localized disasters to state wide disasters, Care Ambulance provides the required emergency ambulance coordination for these events. Care's Regional Disaster Transportation Coordination plan and copies of our mutual aid agreements are provided as an Attachment to this section of the proposal. RFP # 18-059—CARE AMBULANCE SERVICE 250-167 17 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION 8, RELATED SERVICES CITY OF SANTA ANA ITEM 7: PERSONNEL AND TRAINING (A) ASSIGNED PERSONNEL PROFILE Key to Care Ambulance Service's successful provision of emergency ambulance services is our experienced on-site management team. By selecting Care Ambulance as the contracted EMS provider, the city will maintain an experienced and dedicated workforce. Management Team During Care's 49 years of providing ambulance services, we have developed an outstanding management team, which will oversee and manage our contract with the City of Santa Ana. The following table outlines the individuals responsible for the City of Santa Ana operations. Title Name it Troy Hagen CEO PositionManager Years in 29 Years Care 5 Years Dr. Freddy Sotelo Medical Director 10 Years 3 Years Bill Weston Director of Operations 32 Years 22 Years Ben Baker Director of Communications 22 Years 20 Years Robert Barry Director of Government Relations 28 Years 15 Years Mitch Felde Director of HR 37 Years 10 Years Ali Mian Director of Finance 17 Years 7 Years Rob Viera O.C. Division Manager 22 Years 22 Years Jeffry Talmage S.A. Administrative Manager 40 Years 6 Years Kathryn Lopez Scheduling Manager 25 Years 12 Years Marc Jessner Logistics Manager 28 Years 28 Years Jerry Melendrez Training Manager 22 Years 12 Years Klatann Thomas Operations Manager 11 Years 11 Years Sean Cox Operations Manager 20 Years 13 Years Chris Wilson CIA / QI Manager 29 Years 12 Years Sergio Montoya Safety Manager 25 years 12 Years Field EMT Personnel Care Ambulance will continue to offer the highest clinical and staffing levels. These professional standards comply with all applicable State laws and regulations, as well as Orange County EMS Agency statutes, rules and regulations. Minimum requirements for field personnel include: California recognized EMT Certification CPR / AED Certification RFP q 18-059 — CARE AMBULANCE SERVICE 250-168 18 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA California Driver's License 0 Orange County EMT Accreditation Ambulance Driver's License Endorsement • Medical Examiner's Certification Care Ambulance has 910 Orange County -certified Emergency Medical Technicians (EMTs) and 92 Field Training Officers (FTOs). The following table shows the name, years of experience as a Care employee, languages spoken in addition to English and certification level of EMT personnel who are currently assigned to the City of Santa Ana EMS Program. Name SpokenEMT Language Yrs License # Jose Gutierrez Eng,Span 16 E065982 Jeremy Hill Eng 6 E089892 Zach Mitchell Eng 6 E099936 Christopher Daller Eng 5 E096716 Manuel Guzman Eng,Span 4 E104823 Santiago Isidro Eng,Span 4 E109197 Timothy Quintero English 4 E112171 Juan Castandeda Eng,Span 4 E106984 Logan Oliver Eng, Viet 3.5 E112200 Collin Geary Eng 3.5 E109089 Randall Horn Eng 3.5 JE113366 Roger Henry Eng 3.5 E092764 Don Nguyen Eng,Span, Viet 3 E113666 Max Taylor Eng 3 E118085 Jared Melendez Eng 3 E119761 Zachary Herrin Eng 3 E108785 Robert Lees Eng,Span, French 2.5 E117470 SpokenEMT Language Name Yrs . License Travis Luckeybaker Eng 2.5 E121510 Andy Cortez Eng, Span 2.5 E121667 Caitlyn Ward Eng,Span Mand, Viet 2.5 E121706 Gerardo Rodarte Eng,Span 2 E127301 Angel Munoz Eng,Span 2 E122057 Michael Wielert Eng 2 E126173 Alejandro Chavez Eng,Span 2 E128596 Craig Matthews Eng 2 E128743 Fermin Ramos Eng,Span Germ, Ilocano, Numu 2 E123877 Daniel Reilly Eng 2 E132853 Brandon Gachuzo Eng,Span 1.5 E122991 Fabiola Guzman Eng,Span 1.5 E128452 Adrian Vazquez Eng,Span 1 E129674 Robert Juarez Eng,Span 1 E129674 Andrew Huang Eng,Span Mandarin 1 E124483 Mychael Nyberg lEng 1 E130278 Communications Personnel Minimum requirements for our communications personnel include National Emergency Telecommunicator Certification, from the National Academies of Emergency Dispatch and CPR / RFP # 18-059—CARE AMBULANCE SERVICE 250-169 19 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA AED Certification. The 40 -hour, Emergency Telecommunicator Course is a joint effort between the National Academy, The National Emergency Number Association (NENA). The following table shows the name, years of EMS experience and position of communication center personnel who are responsible for dispatching Care's emergency ambulance units: Sam Crowder YEARSNAME EXP 31 POSITION Manager Erick Aguilar 12 Manager Dan Bennett 10 Manager Katie Stark 10 Supervisor Pete Morales 27 Supervisor Ryan Horowitz 13 Supervisor Eileen Cegarra 12 Supervisor Ivan Gonzalez 12 Supervisor Paul Lopez 12 Supervisor Keri Kiss 3 Training Officer Riley White 3 Training Officer Aaron Infiesto 6 Lead Call Taker Ben Agatep 11 Lead Call Taker Jamie Hendricks 6 Lead Call Taker Anothy Beck 34 Dispatcher Blake Cadogan 1 Dispatcher Braulio Arling 5 Dispatcher Bruke Lakew 1 Dispatcher Chad Starr 3 Dispatcher Chris Landgraf 6 Dispatcher Danny Grimshaw 1 Dispatcher Dennis Soto 1 Dispatcher Jeric Hizon 5 Dispatcher Ryan Miller 3 Dispatcher Shaun McClure YEARSNAME EXP 2 POSITION Dispatcher Taylor Ogden 1 Dispatcher Travis Fader 3 Dispatcher Brian Freeman 7 Dispatcher Bryan Reuf 1 Dispatcher Colby Jackson 1 Dispatcher Tim Landgraf 4 Dispatcher Adreanna Moreno 1 Dispatcher Alex Nunez 2 Dispatcher Ashley Cortez 2 Dispatcher Bayron Sanchez 2 Dispatcher Jonathan Carcamo 1 Dispatcher Kelly Moscoso 1 Dispatcher Matthew Viscaino 1 Dispatcher Michelle Doyle 1 Dispatcher Nicole Laygo 2 Dispatcher Raul Flores 1 Dispatcher Richard Ca 1 Dispatcher Vernonica Pallan 1 Dispatcher Xochilt Guiterrez 1 Dispatcher Caridad Soto 2 Call Taker David Freeman 3 Call Taker Esperanza Espinoza 1 CaIlTaker Haydee Wilson 3 Call Taker RFP k 18-059— CARE AMBULANCE SERVICE 250-170 20 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES J n� CITY OF SANTA ANA (B) Field Training Officers Care's Field Training Officers (FTOs) are responsible for all aspects of EMT training, including ongoing observation in the field. The ratio of FTOs to EMTs committed to the City of Santa Ana EMS Transportation Program is 1 to 7. FTO Training and Job Functions The FTO job training program is an extensive familiarization with preceptor training objectives, including but not limited to evaluation forms, rating factors, EMT standards, inter -personal communications, patient care documentation, FTO ethics and standards, teaching and support services. FTOs must have at least one (1) year of EMT/field experience and undergo an extensive selection process before being promoted. The Field Training Officers perform many functions, including: • New employee selection process and field orientation of new employees; • Driver training; • Classroom, refresher training and EMT -B skills testing; • Provide outside training (CPR, First Aid etc.); and • Career days and ambulance demonstrations. Supervisory Training and Job Functions Operations Managers are responsible for overseeing all EMT personnel in the field. All Operations Managers employed by Care Ambulance have successfully completed Incident Command training at the ICS 100 and 200 levels and Ambulance Strike Team Leader training. All Operations Managers have completed required FEMA training, including IS 700 and IS 800. In addition, all Operations Mangers have completed courses in Bio -Terrorism (CBRNE) and First Responder Awareness (FRA) and First Responder Operations (FRO). Management / Field Supervisor Oversight Plan Currently, Care provides an on -duty Operations Manager on a twenty-four (24) hour basis, seven (7) days a week. The Operations Manager functions in a manner similar to a fire department Battalion Chief and is only assigned to field supervision duties. Our Operations Manager is located at our corporate offices in Orange. The on -duty Operations Manager is available at all times and may be contacted immediately via radio through Care's communications center, or directly through their cellular telephone. On a daily basis, Care's Operations Managers are in the field, supervising the activities of all assigned personnel. They are deployed in a Code 3 -capable vehicle that's equipped with all necessary fire department radios and extra medical equipment, including back -boards, medical supplies and oxygen. RFP # 18-059—CARE AMBULANCE SERVICE 250-171 21 PROPOSALTO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA (C) Primary Personnel Care Ambulance currently assigns the following individuals to the City of Santa Ana EMS Emergency Transportation Services program. A summary of each person's current position, job duties and responsibilities, and years of employment is provided below, with detailed resumes provided as an Attachment to this section of our proposal. Chief Executive Officer: Troy Hagen, 5 years at Care With more than 29 years of EMS and medical service management experience, Troy Hagen, Chief Executive Officer, leads the on-site management team. Troy's background includes serving as an EMT, paramedic, volunteer firefighter, reserve deputy sheriff, flight medic, tactical medic, technical rescue commander, community paramedicine program coordinator and field supervisor. Prior to joining Care Ambulance, Troy helped create the incident command coursework for the State of Idaho and taught many classes across the state before FEMA developed a nationwide program. He also beta -tested the ICS training program for FEMA. He is a Type 3 Incident Commander and served on Idaho's Incident Management and Support Team. Troy's extensive experience and leadership in this arena helps ensure his team has the resources at their disposal to appropriately respond to MCIs and disaster events. Troy Hagen, CEO Troy holds a Bachelor of Science degree in Biology and a Master's degree in Business Administration. He is a frequent lecturer and writer on EMS leadership and management topics, EMS finance, emergency preparedness and special event planning. He served as Medical Commissioner and Incident commander for the 2009 Special Olympic World Winter Games. Troy was the 2010 Pinnacle Leadership Award winner, recognized for outstanding dedication to improving EMS and for his lead role in developing a whitepaper entitled "EMS Makes a Difference," published by the U.S. Department of Transportation. Troy is the Past -President of the National EMS Management Association (NEMSMA) and has served as the Finance Committee Chair for the National EMS Advisory Council (NEMSAC). He is truly a hands-on manager who provides our on-site leadership team and employees with an open-door policy that encourages frequent interaction. Troy never expects anything from employees that he would not expect from himself, raising the quality bar at Care Ambulance. RFP # 18-059— CARE AMBULANCE SERVICE250-1 72 22 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES! CITY OF SANTA ANA Director of Operations: Bill Weston, 21 years at Care Bill is responsible for Care Ambulance's emergency daily operations and has worked for Care for 21 years. He began his EMS career as an EMT and has current responsibilities for all emergency field operations, training, EMT hiring, risk management and fleet Bill Weston Director of Operations maintenance. Bill directs and coordinates all emergency ambulance operations activities to optimize use of equipment, facilities and personnel. He frequently acts as Care's representative before government commissions or regulatory bodies with regards to ambulance operations and is the current Vice President of the Ambulance Association of Orange County. Bill also serves as the Region One Disaster Transportation Coordinator and serves on the Regional Disaster Training Committee. At the State level, Bill serves on the California EMS Authority Ambulance Strike Team (AST) Task Force and other local disaster working groups. Bill holds both a Bachelor of Science and a Master's in Business Administration (MBA). Orange County Division Manager: Robert Viera, 21 years at Care Robert joined Care Ambulance Service in 1996 and in 2007 was promoted to position of Orange County Division Manager. He supervises all Orange County ambulance operations and oversees his division's Operations Managers (Field Supervisors). Passionate about ensuring all personnel, vehicles and equipment are operated in a professional and efficient manner, Rob maintains strong agency relationships within the EMS system. He has completed industry - specific courses established by the AAA and extensive ICS training. He is a trained and experienced Ambulance Strike Team (AST) Leader. Ben Baker, Director of Communications & I.T. Director of Communications & I.T.: Ben Baker, 19 years at Care Robert Viera, OC Division Manager Ben Baker, Director of Communications, provides ambulance deployment management and Communication Center supervision. With 19 years of experience at Care, Ben is responsible for deployment planning and optimal crew staffing. He also monitors contractual compliance for our service areas, including quality indicators for continued improvement. Ben has implemented multiple improvements to enhance operational efficiency, producing outstanding results in both ambulance response time and quality of service. Ben is a "Black Belt" in RFP g18-059—CARE AMBULANCE SERVICE 250-173 23 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES �s CITY OF SANTA ANA Six Sigma Quality Improvement. He is an industry leader in maximizing the capabilities of our EMS computer-aided dispatching system. Medical Director: Freddy Sotelo, MD, MPH, 3 years at Care Freddy Sotelo, MD, MPH, serves as Care's Medical Director. Our newest and a welcome addition to the team following the retirement of Care's former Medical Director, Dr. Sotelo ensures Care's staff operate within their scope of practice and in accordance with all company, County, and State of California requirements. Dr. Sotelo is also a key member of Care's QA/QI team, ensuring individual and system -wide education addresses specific areas of concern. Dr. Sotelo serves in the Department of Emergency Medicine at Long Beach Memorial Hospital and is a member of the UCLA Emergency Department and Surgical Department Quality Improvement, Risk Management and Patient Safety Task Force. He completed his residency and MPH at UCLA. Jeff Talmage — Santa Ana Administrative Manager Freddy Sotelo, MD, MPH Medical Director Daily supervision and oversight of Care's specific operations in the City of Santa Ana is provided by Jeff Talmage. Prior to accepting employment with Care, Jeff was a paramedic with the Santa Ana Fire Department and for the last 16 years served as the City's Paramedic Coordinator. Jeff has more than 33 years of experience in the City of Santa Ana and within the Orange County EMS system. Jeff is a seasoned, system veteran that truly understands the EMS needs for the City of Santa Ana. Jeff Talmage, Paramedic Operations Manager RFP # 18-059—CARE AMBULANCE SERVICE50-174 24 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA (D) Employee Recruitment, Screening and Orientation Recruitment If there was only one function a manager could control to provide high-quality ambulance service, it would be recruitment. By starting with only qualified and motivated candidates, the remainder of the management process is simplified, allowing management to focus on quality improvement. The majority of ourjob applicants are experienced EMT personnel, drawn to Care Ambulance Service because of our core values, working conditions and comprehensive wage and benefits package. It is the policy of Care Ambulance Service to be fair and impartial to all employees and applicants for employment, without regard to race, religion, age, gender, color, ethnic or national origin, marital status, genetic information, sexual orientation or ancestry. Care Ambulance Service conforms to all applicable federal, state, and local regulations and guidelines guaranteeing equal employment opportunity for all qualified disabled individuals, disabled veterans, and veterans of the Vietnam Era. In any service industry, people shape the personality of the product. At Care Ambulance Service we recognize and respect the power that can be hidden behind each new face. Care Ambulance Service realizes that having the best equipment is only 50% of providing the best service. The other 50% of the impact on the patient's emergency is made by the people who care for them. Consequently, we are painstakingly careful about recruiting the right people to provide outstanding clinical and customer service to our patients. Screening Just as it is critically important to attract top quality personnel, it is also essential to be able to recognize and select them for employment. Care Ambulance Service EMT candidates are required to complete the following candidate screening process. This process is very stringent and modeled after the same selection criteria used by local fire departments and law enforcement agencies. • Credential Verification: EMT candidates are required to submit proof of a valid EMT certification, Orange County EMT Accreditation, CPR Card, California Driver's License and a California Ambulance Driver's Certificate with a Medical Examiner's Certificate. • Driving History: All EMT candidates must provide a current DMV Report of their Driving Record. If the EMT candidate is a non -California licensed driver, the candidate must RFP # 18-059 — CARE AMBULANCE SERVICE 250-175 25 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES R.a CITY OF SANTA ANA submit a driving record from the state in which the applicant is currently licensed. Any candidate with a poor driving history is not considered for employment. • Criminal History & Background Investigation: Care Ambulance uses the services of a retired police officer and currently licensed private investigator to conduct a thorough background investigation for prospective EMT employees. This includes a complete criminal history check, DMV search, reference check with former employers, social security check and credit history check. • Oral Interview: Qualified candidates are invited to an oral interview conducted by our Operations Managers and Field Training Officers. The candidate's prior work history, goals and EMT knowledge are reviewed. Strength & Flexibility Testing: Strength and flexibility testing is conducted by a licensed physical therapist. The test is done to simulate the physical strength necessary for the position, flexibility, and use of proper lifting techniques. • Physical Exam & Drug Testing: The final step in the process is a pre -placement medical examination, including a personal health history, vision testing, hearing tests, musculoskeletal evaluation, spinal x-ray and urinalysis drug screening. Orientation New employees' most crucial learning takes place during the formal training process, including development of good work habits. As such, Care Ambulance provides a minimum of 124 training hours in a structured and rigid training format. Orientation begins on the first day of employment, and ends when scheduled, without interruption. The orientation program is taught by our Field Training Officers who maintain written documentation throughout the process. The program begins with a 80 -hour classroom and didactic program, including a general overview, OSHA requirements and Policy Manual Review. During the next phase, the new employee is assigned to a Field Training Officer and rides as a third person ride -along in an ambulance. Basic skills are reviewed and tested. Training is continued until the EMT is able to function as a primary partner. The final phase of Care's orientation program is our in-house comprehensive emergency vehicle driver training program. We present the "Emergency Vehicle Operators Course National Standard Curriculum" and "Coaching the Emergency Vehicle Operators" courses. These programs provide the necessary classroom instruction, competency field training, and testing for new and existing drivers. Our program verifies proficiency in the understanding of emergency vehicle driving, as well as the practical application of that knowledge. RFP q 18-059—CARE AMBULANCE SERVICE250_176 26 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA (E) Continuing Education Programs Care Ambulance Service has always had a commitment to and a reputation for service excellence. This well-deserved reputation can be attributed to the Care Ambulance philosophy that employees are our most important asset. We treat employees as valuable customers and give them the tools to be successful. These tools include training and education and equip the employee to provide exceptional service to external customers. The applicants that make it through the rigorous selection process are assigned to New Employee Orientation. New Employee Orientation provides a combination of education and training that begins in the classroom and finishes in the field with a Field Training Officer. This New Employee Orientation is the foundation for ongoing continuing education. Care Ambulance provides continuing education through a variety of venues, described in detail below. Care commits to provide these programs at all times throughout the contract term. • Annual Mandatory Training • On -Line Education • In -House Training • Tailboard Training Annual Mandatory Training • Classes on Various Topics • Field Training Officer Meetings • Conference Attendance • Management Development Annual Mandatory Training is a requirement for all field employees. Topics such as Blood and Airborne Pathogens, Emergency Vehicle Operations, Customer Service, Incident Command System, Hazardous Materials, and Patient Care Documentation are covered. Continuing Education credit is given for those subjects that meet the criteria for CE approval. On -Line Education Care Ambulance pays for every field employee to be enrolled in the Virtual Solutions Manager (Med CE) on-line education program. The program is explained to employees in the New Employee Orientation. Each employee is given their personal password to access the program. In -House Training There are times when training and education is facilitated in-house by outside providers. Examples of this are Incident Command System 200 and 300, EMS Basic Supervisory Workshop (Texas A&M), Sexual Harassment Prevention and Investigation, Terrorism Awareness, and Emergency Medical Dispatch. RFP # 18-059 — CARE AMBULANCE SERVICE 250-177 27 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA Tailboard Training This is a written informative training update that is distributed to field personnel on a regular basis. It is designed to be a quick and easy read. The Tailboard Training is very effective to address current issues of interest. Classes on Various Topics Continuing education classes are offered on a variety of subjects, such as Basic EKG Rhythm Recognition, Pharmacology and Terrorism Awareness and Response. These classes are often facilitated by Registered Nurses from Care's Specialty Care Transport Program. Field Training Officer Meetings Field Training Officer Meetings are held on a bi-monthly basis. This is an opportunity to meet with all Training Officers at the same time. Each meeting has an agenda and an educational component where Field Training Officers can then share information with other F -I -Os. Conference Attendance Operations and Training personnel frequently attend EMS conferences. Any personnel that attend conferences are required to share information that was learned with other employees. Information can be shared in Annual Mandatory Training, CE Classes, Employee Company Meetings, Tailboard Training, or in small informal settings with employees. Management Development Care Ambulance's management team must effectively direct, guide and lead field personnel. To prepare for this critical role in the organization, managers participate in ongoing training and continuing education. Managers and supervisors routinely attend professional conferences and local training sessions. Local training often includes programs facilitated by partner public provider agencies or hospitals. Managers from the Operations and Training departments also participate in Article Review. Article Review involves the selection of a business or management article from a relevant source. The article is then distributed to all managers for review and preparation for discussion. Two weeks after distribution of the article, the managers meet to share perspectives and insights on the article. These sessions provide a valuable learning environment, providing an opportunity for team members to learn from one another and to appreciate different perspectives. Ongoing training and education are important in every job. The dynamics of healthcare requires the healthcare professional to stay current on changes in the delivery of care to patients. RFP # 18-059— CARE AMBULANCE SERVICE2 i, O — 1 78 28 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA (F) HIPAA Training Programs In the spring of 2003, Care Ambulance Service developed a training program to meet the requirements of HIPAA and Medicare Compliance. It is the position of Care Ambulance Service that compliance with patient privacy issues is an extremely important standard. Care Ambulance Service also decided that it would be feasible and cost effective to conduct training on Corporate (Medicare) Compliance and HIPAA policies at the same training sessions. To meet this combined goal a course outline and objectives were created to include: • Ensure regulatory compliance with federal, state and local laws regarding patient privacy and Medicare compliance. • Provide staff with a basic knowledge of patient privacy and Care's policies regarding patient privacy. • Provide staff with skills, knowledge and ability to complete Patient Care Records (PCRs) and provide patients with required privacy notices. • Ensure staff is aware of Care Ambulance Service's Compliance and Privacy Officer. • Provide staff with a basic knowledge of Medicare Compliance. • Ensure staff is aware of Federal Fraud and Abuse Statutes. In summary, HIPAA Compliance and Medicare Compliance training is mandated for every employee and will be provided to all new employees. This training was structured to provide Care employees with the necessary information to adequately protect Patient Health Information (PHI) and understand the issues of fraud and abuse. HIPAA Training Program — Implementation of Privacy Act The following represents the key points of HIPAA training that are included in the company wide training: • History of Privacy Act • Basic Primary Rule • Impact of HIPAA— How each of us are affected by the new regulations • HIPAA Training Requirements — Who must be trained — Why? • What Must Training Include — workforce training on privacy policies and procedures • Required Employee Certification • Enforcement and Penalties — What agency of government is responsible for enforcement and mandatory practices • Criminal Sanctions — It is extremely important to share this point in training so that staff members will understand and appreciate the need to follow the procedures RFP # 18-059— CARE AMBULANCE SERVICE 250-179 29 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA Salient Points of HIPAA legislation • Overview of privacy rule • What is Protected Health Information (PHI) • Permitted uses of PHI • Other permitted Disclosures of PHI such as to Law Enforcement, Family, etc. • Review of "The Minimum Necessary Rule" • Notice of Privacy Procedures • Emergency Treatment Situations • Minors and PHI • Workforce Training Obligation Medicare Compliance Training • Elements of Compliance • Compliance Policies and Procedures • Education and Training • Monitoring & Review (QA/QI) • Open Lines of Communication • Response to Detected Misconduct • Identification of Compliance Officer • Fraud and Abuse Risks • Keys to,Coverage • Medical Necessity • Destination / Origin issues • Non -Emergency Transports • What is bed confined • Kickbacks and inducements The above is representative of the HIPAA and Medicare Compliance training programs at Care Ambulance Service. These are dynamic programs. Attendee participation is required and at the conclusion of training, each participant signs Care's Policy on Confidentiality and Dissemination of Patient Information and Staff Member Verification Certifying Attendance at the Training Session. By signing the certification, a number of goals are achieved. First, it certifies that the employee attended the training. Secondly, the employee acknowledges that compliance with patient privacy issues and Medicare Compliance issues are taken very seriously at Care Ambulance Service. Finally, the employee acknowledges he or she will comply with these important policies and regulations. RFP # 18-059—CARE AMBULANCE SERVICE250-1 8U 30 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA Y r a u E:9 : WIT_«•1►Ti N 4 r_1 I.11114 M A W-11 Care Ambulance Service is fully committed to complying with all requirements set forth by the Health Insurance Portability and Accountability Act (HIPAA) as stated in 45 CFR Parts 160 and 164. As a health care provider that transmits Protected Health Information (PHI) electronically to Medicare and other entities, Care Ambulance meets the definition of "covered entity" under HIPAA regulations and therefore must legally comply with all segments of HIPAA. Effective April 1, 2003, Care Ambulance implemented our comprehensive program to comply with the HIPAA requirements, including those requirements specific to patient privacy. Copies of our HIPAA policies are available online at www.careambulance.net. Care Ambulance certifies that all personnel employed by our organization have been appropriately trained regarding HIPAA and signed an approved HIPAA confidentiality agreement. As part of Care's HIPAA program, Care Ambulance provides over two (2) hours of interactive HIPAA and Medicare Compliance training to all employees during an employee's first day of orientation and requires all new employees to sign a non -disclosure agreement. Annually, Care Ambulance conducts mandatory compliance refresher training for all EMTs and Field Personnel. With Care's HIPAA Compliance Plan, we ensure that PHI is only released as permitted under the HIPAA regulations. Examples of permitted releases include: • Treatment —We may use PHI to treat a patient and disclose PHI to doctors, nurses or technicians directly involved in patient care. • Payment— We may use and disclose PHI so that we or others may bill an insurance company or other third -party payer for services provided. • Health Care Operations —We may use and disclose PHI to ensure that our patients receive the highest quality care and to audit the care provided by our care givers in our official QA/QI processes. • By Law —We will disclose PHI when required to do so by federal, state or local law. Care Ambulance does not consider HIPAA compliance and the protection of patient's private information to be a static process. The protection of a patient's privacy remains an ongoing agenda item for Care's senior management and all corporate decisions are rooted in the basis of patient privacy. Care Ambulance performs routine privacy audits to ensure adherence with our HIPAA Compliance Program so that all reasonable steps are taken to guard a patient's protected health information. RFP # 18-059—CARE AMBULANCE SERVICE 250-181 31 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES oil CITY OF SANTA ANA ITEM 9: CORPORATE COMPLIANCE PLAN Care Ambulance has adopted a Corporate Compliance Plan to reflect our commitment to highest ethical standards and compliance with all applicable laws and regulations. Care's plan meets and exceeds all recommendations established by the Office of Inspector General's Compliance Program Guidance for Ambulance Suppliers, as published in the Federal Register. The plan has been adopted by Care's Board of Directors by Board Resolution and provides standards by which all employees and managers of Care Ambulance will conduct themselves in order to protect and promote integrity throughout the company and to enhance Care's ability to achieve organizational goals. The Compliance Plan is structured to achieve specific objectives, which are outlined below along with key components of each section of the Plan: Legal Compliance Objective: Ensure all activity by or on behalf of the organization is in compliance with all applicable laws. This standard is intended to provide guidance to employees and management, to assist them in their obligation to comply with applicable laws. These standards are neither exclusive nor complete. If questions regarding the existence, interpretation or application of any law arise, they are directed to Care Ambulance Service's legal counsel. This section covers: • Fraud and Abuse • Environmental • Antitrust • Discrimination Business Ethics Objective: Employees accurately and honestly represent Care Ambulance Service and do not engage in any activity or scheme intended to defraud anyone of money, property or honest services. The Standards set forth below are designed to provide guidance to employees to ensure that Care's business activities reflect the highest standards of business ethics and integrity. This section covers: • Honest Communication • Misappropriation of Proprietary Information • Fraud and Abuse Confidentiality Objective: Maintain the confidentiality of patient and other confidential information in accordance with applicable legal and ethical standards. Every Care Ambulance employee has an obligation to actively protect and safeguard confidential, sensitive and proprietary information in a manner designed to prevent the unauthorized disclosure of such information. This section covers: • Patient Information • Proprietary Information • Personnel Actions and Decisions RFP # 18-059—CARE AMBULANCE SERVICE250-1 82 32 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES 11f CITY OF SANTA ANA Conflicts of Interest Objective: Directors, officers, and employees owe a duty of undivided and unqualified loyalty to the organization. Persons holding such positions may not use their positions to profit personally or to assist others in profiting in any way at the expense of the organization. This section covers: • Outside Financial Interests • Participation on Boards of Directors / • Services for Competitors and Trustees Vendors • Honoraria Business Relationships Objective: Business transactions with vendors, contractors and other third parties shall be transacted free from offers or solicitation of gifts and favors or other improper inducements in exchange for influence or assistance in a transaction. The standards are intended to guide employees in determining the appropriateness of the listed activities or behaviors within the context of Care Ambulance business relationships, including relationships with vendors, providers, contractors, third -party payers and government entities. This section covers: • Gifts and Gratuities • Gifts from Patients or Family Members • Gifts Influencing Decisions Protection of Assets Objective: All employees will strive to preserve and protect the corporation assets by making prudent and effective use of Care Ambulance resources and properly and accurately reporting its financial condition. The standards are intended to guide employees by articulating Care Ambulance Service's expectations as they relate to the activities or behaviors which may impact Care's financial health. This section covers: • Internal Control • Travel and Entertainment • Financial Reporting • Personal Use of Corporate Assets Administration and Application of this Code of Conduct Objective: Each person to whom our Code of Conduct applies will abide by the Principles and Standards established and will conduct the business and affairs of Care Ambulance Service in a manner consistent with our commitment to highest ethical standards and compliance with all applicable laws and regulations. Mitch Felde, Director of Human Resources serves as Care's Corporate Compliance Officer. Mr. Felde reports directly to the Board of Directors as Compliance Officer and is charged with the responsibility for operating and monitoring the compliance program. A copy of Care's Code of Conduct is provided as an Attachment to this section of our proposal. RFP # 18-059— CARE AMBULANCE SERVICE 250-183 33 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES to CITY OF SANTA ANA ITEM 10: PLAN FOR TAKEOVER OF SERVICE / START-UP Care Ambulance Service is the incumbent emergency provider for the City of Santa Ana, currently providing fully compliant and nationally accredited emergency ambulance services to the residents and visitors of Santa Ana. In selecting Care Ambulance as the continuing provider for the City of Santa Ana, the community will experience no interruption of the excellent ambulance services they already enjoy. Santa Ana city officials can count on our seamless continuation of stable, consistent and accountable services without fear of service halts or concern for performance decline while a new provider learns on the job. One of the true advantages Care Ambulance brings to the City of Santa Ana is seasoned management, experienced with this type of dedicated ambulance operation. This experience is critical to ensure uninterrupted quality ambulance service. With Care Ambulance, the City of Santa Ana can be certain it is working with an experienced, reputable, well-known firm that has a management team with emergency ambulance service implementation experience that has been tested and proven. Care's plan for continuation of service includes the following: • An experienced and knowledgeable local management team that is already in place with EMTs, Dispatchers and Managers who are familiar with the City of Santa Ana Emergency Ambulance program. • A proven and effective emergency ambulance deployment strategy that has exceeded all requirements of the RFP for the last six (6) years. In the following section, we detail our plan for takeover and implementation of the Santa Ana contract with a January 1, 2019 start date. (a) Care's Transition and Implementation Management Team Care Ambulance provides a very comprehensive management team with over 200 years' experience in the management and supervision of emergency ambulance operations. A key to the successful growth of Care Ambulance has been the strength of our on-site management team, which includes: Bill Weston — Director of Operations Bill is responsible for the daily operations of Care Ambulance. Bill has worked for Care Ambulance for over 22 years. Bill began his EMS career as an EMT and has responsibilities for field operations, EMT hiring, and risk management. Bill serves as Care Ambulance liaison with the City of Santa Ana and OCFA. RFP # 18-059—CARE AMBULANCE SERVICE250-184 34 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA Bill directs and coordinates all activities of Care's ambulance operations to optimize use of equipment, facilities and personnel. Bill frequently acts as Care's representative before government commissions or regulatory bodies as it relates to ambulance operations and is the current Vice President of the Ambulance Association of Orange County. Working with other Care Managers, Bill has participated in the development of Care's ambulance transport programs for the Cities of Santa Ana, Westminster, San Clemente, La Habra, Anaheim, Buena Park, Costa Mesa, Fullerton, Garden Grove, County of Los Angeles and the Orange County Fire Authority. Ben Baker— Director of Communications and Deployment Ambulance Deployment Management and Communication Center supervision is provided by Ben Baker. Ben is responsible for Care Ambulance's Deployment Planning and optimal crew staffing. Ben monitors contractual compliance for our service areas, including quality indicators for continued improvement. Ben is a currently credentialed EMT and a retired Police Officer. Ben plays a pivotal role in Care's day-to-day performance. Ben is an industry leader in maximizing the capabilities of our EMS computer-aided dispatching system and Electronic Patient Care Record (ePCR) systems. Rob.Viera - Orange County Operations Division Manager Rob Viera was promoted to the Orange County Division Manager position in 2005. He supervises all Orange County ambulance operations and is directly responsible for the oversight of EMS supplies and his Division's Daily Operations Managers. Rob is tasked with the establishment of agency relationships in the EMS system and acts as a liaison for Care Ambulance to area fire department partners. As part of his duties Rob also coordinates and documents the local operating area and the Region 1 ambulance response for emergency incidents. Jeff Talmage— Santa Ana Administrative Manager Daily supervision and oversight of Care's specific operations in the City of Santa Ana is provided by Jeff Talmage. Prior to accepting employment with Care, Jeff was a paramedic with the Santa Ana Fire Department and for the last 16 years served as the City's Paramedic Coordinator. Jeff has more than 33 years of experience in the City of Santa Ana and within the Orange County EMS system. Jeff is a seasoned, system veteran that truly understands the EMS needs for the City of Santa Ana. RFP # 18-059 — CARE AMBULANCE SERVICE 250-185 35 PROPOSALTO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES R CITY OF SANTA ANA One of the strongest advantages Care Ambulance brings to the City of Santa Ana is experienced management. Care Ambulance does not anticipate the use of an implementation management team that is different from the permanent management team. (b) Care's Proposed Start -Up Schedule Care Ambulance has already implemented all RFP requirements as outlined in the following Gantt chart. The chart outlines our proposed implementation timelines associated with the services and enhancements described in our proposal. Cam Ambulance Stant Up Schedule I¢•l'Na�! WA Irp:N u�vlrrry� •n. .v. . rr IV.V Y !3r t [ 5Y�1 1 IJflaxJ b':2/Ip:! V:Ur.U10 1J 1'�iiI:PPP _ :A/.Old 4�1R^le l!J mnn•m: wl•rae 1Mv.+ns m6/:pni Id 1 9 J.ni�Pl:•�,�N!]e• Ip/)YRnB Ip/.}/MIB 1.1 1 5 1•cmo+w c...:.:1 :}narpva r�n:rnls M1q 1 F•rt...i-1.M lbnxf•sanrre 12M1+pn1} V1Y.al9 :W i LnWueeZCJimtrt RencenG t`J1"llJli 1P/S:J.'D10 '.1 g : nv Yrrtle ♦rlll Enennntlen 1`AP.^IM19 1?PS/g12 W R PutOMl:n Sr..n amomIP L 10C ..xUml4rrcr.!aim d{IN. 1? 1`JtIQp:S IiW (c) Care's Proposed Initial Service Response Plan Care's First Tier Service is designed to ensure that there are enough of Care's own ambulances and transportation personnel available to meet 100% of the anticipated number of calls for Emergency Transportation in the City of Santa Ana. To date, Care's deployment strategy has handled over 130,000 requests for service, in the City of Santa Ana, while maintaining a 98% response time compliance rate, without a single failure or request for service turned to another ambulance provider. Care's First Tier strategy isn't theoretical, its six (6) years actual proven successful performance. Currently, Care Ambulance Service provides EMT staffing and emergency ambulance transportation personnel for seven (7) dedicated and fully equipped ambulances in accordance with all industry standards and requirements of the City of Santa Ana and OCFA. Care Ambulance operates our seven (7) dedicated City of Santa Ana emergency ambulances from the following Santa Ana ambulance station locations: • Santa Ana Station One —4718 W. 1St Street, Santa Ana • Santa Ana Station Two —1209 N. Broadway Street, Santa Ana • Santa Ana Station Three — 2701 Hotel Terrace Drive, Santa Ana RFP # 18-059— CARE AMBULANCE SERVICE 250-186 36 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES a CITY OF SANTA ANA • Santa Ana Station Four -2913 Warner Avenue, Santa Ana • Santa Ana Station Five — 2125 N. Grand Avenue, Santa Ana In addition to the seven (7) fully dedicated transport ambulances and EMT crews, Care Ambulance provides full and complete backup services for the City of Santa Ana, twenty-four (24) hours a day, seven (7) days a week to all 9-1-1 and other emergencies in the City of Santa Ana as may be required. Care Ambulance provides fully equipped and staffed vehicles from our regular fleet of emergency ambulances, ready to provide backup emergency transportation services to the City of Santa Ana in the event the dedicated ambulances are unavailable or unable to respond to a call for service. To accomplish this task, Care Ambulance currently maintains an additional fleet of 143 emergency ambulances at our various ambulance station locations, including multiple ambulances located at Care's Corporate Offices, just outside of Santa Ana, at 1517 W. Braden Ct., Orange. Dedicated Ambulance Fleet For the provision of service to the City of Santa Ana, Care commits to continue to furnish seven (7) Modular Type III emergency ambulance, built on a specialized Ford gasoline chassis, and then configured locally by Leader Ambulance in South EI Monte. Each ambulance meets and exceeds all requirements of the California Highway Patrol, the Department of Transportation, Orange County EMS, OCFA and the City of Santa Ana. Each ambulance is already equipped with an OC fire 800 MHZ radio system, navigation systems, automatic vehicle (AVL) locator systems and Care's dispatch center already interfaces with the Communications Center for OCFA. To assure that these vehicles are entirely available to the City of Santa Ana, Care Ambulance has lettered the front line/dedicated ambulance with a city -approved distinctive lettering scheme that designates the ambulance as "Proudly Serving the City of Santa Ana". Automated External Cardiac Compression Devices Recent studies have demonstrated that the use of a mechanical automated chest compression device may lead to superior coronary perfusion pressures by addressing the shortcomings of conventional manual CPR, thus improving survival rates from out-of-hospital cardiac arrest. For that reason, Care Ambulance proposes to provide an Automated External Cardiac Compression Device on each of our seven (7) dedicated Santa Ana ambulances. RFP # 18-059— CARE AMBULANCE SERVICE 250-187 37 PROPOSALTO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA ITEM 11: EMS RESUME 1. Detailed Resume of Care's Emergency Transportation Experience Care Ambulance Service has provided ambulance service to the residents and visitors of Orange County for over 49 years. Care Ambulance provides the following services: • 9-1-1 Emergency Ambulance Transport • Nurse Staffed Critical Care Transport Services, and • Non -Emergency Ambulance Transport • Neonatal / Pediatric Intensive Care Transport • Basic Life Support Stand-by Services Services In the year 2017, Care Ambulance Service responded and provided ambulance transport service to 254,697 patients, with 3761,716 total ambulance responses. Emergency Ambulance Transport Experience Care Ambulance Service has 111 years of combined experience in providing emergency ambulance services (ground transportation, ALS, BLS and billing services). All of Care's emergency ambulance service experience is local, with service in Orange or Los Angeles County, and includes six (6) years of experience providing emergency ambulance services in the City of Santa Ana in partnership with the Orange County Fire Authority. Care works very hard to maintain excellent relationships with our EMS Agency and fire department first responder agencies. We embrace the philosophies of interagency cooperation, tailoring our services to meet the needs of each partner, whether in the area of emergency ambulance response, communications, record-keeping, billing or community outreach. Regardless of the request, we strive to ensure our partners' needs are met. Our successful program of integrating our services with fire agencies in both Orange County and Los Angeles County exemplifies Care's proven experience. For example, through a recent competitive bid to provide services to the Los Angeles County Fire Department, Care Ambulance prevailed against two incumbent providers. Using our solid and proven formula for dedicating 24-hour ambulances and crews to specific cities and fire agencies, Care Ambulance has exceeded all contract requirements for all contract areas. By teaming local area firefighters / paramedics with our dedicated EMT staff, the County has strengthened the patient care "response -chain." This public-private partnership, with all agencies' professionals working together on a regularly scheduled basis, has reduced ambulance response times, increased scene communications between responders and resulted in better patient care. This serves as only one example of our commitment to developing customized solutions that suit each City or fire agency's specific needs. We are committed to continuing to do the same here in Santa Ana. RFP # 18-059— CARE AMBULANCE SERVI 250—A Q Q 38 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION 8, RELATED SERVICES CITY OF SANTA ANA Details of emergency services provided by Care Ambulance in calendar year 2011, including a summary of the call volume by operating area, response time requirements and contract durations, are detailed below. RFP # 18-059— CARE AMBULANCE SERVICE 250-189 39 Contract•ry— Previous 10 Years Cities/Fire Contact Name Contract Primary 911 Response Time Red Dept Served and Phone No. Dates or Call Volume M=Metro/Urban Back-up 2017 S=Suburban/rural Status Transports W=Wilderness City of Santa City Treasury, 6 Years Contracted 15,983 M= 10 Min, Code 3 Ana Willard Holt and 1 Primary (714) 647 5456 Month City of San Assistant City 2 Years Contracted 1,734 M=10 Min, Code 3 Clemente Manager, Erik and 11 Primary Sund Months (949) 3618341 City of Police 2 Years Contracted 5,059 M= 10 Min, Code 3 Westminster Commander, and 6 Primary Mark Lauderback Months (714) 898 3315 City of La Assistant to the 8 Years, Contracted 6,078 M=10 Min, Code 3 Habra City Manager, and 9 Primary Robert Ferrier Months (562) 383 4012 County of EMS Admin, 3 Years, Contracted 46,620 M=10 Min, Code 3 Orange EMS Tammi and 5 Primary Agency, EOAs McConnell Months B, C, D and E (714) 834 3500 County of Los Director, Cathy 1 Year Contracted 95,885 M= 8 Min, Code 3 Angeles EMS Chidester and 3 Primary Agency, EOAs (562) 347 1604 Months 3,4and 5 City of Fire Chief, Randy 20 Years Contracted 18,026 M= 10 Min, Code 3 Anaheim Bruegman and 1 Primary (714) 765 4001 Months RFP # 18-059— CARE AMBULANCE SERVICE 250-189 39 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA 2. Description of Care's EMS System for Ambulance Deployment Listed below is a brief description of each EMS system and ambulance deployment strategy for Care's contracted areas: City of Santa Ana Seven (7) dedicated EMT Basic Life Support (BLS) ambulances. Care Ambulance provides BLS ambulance transport services, with ALS services provided by the Orange County Fire Authority. All EMT personnel are assigned similar shifts as OCFA Firefighters. Back-up services are provided from Care's non -dedicated fleet of staffed EMT ambulances. EMT services are leased to the City of Santa Ana for a flat daily fee. Transport revenue is retained by the City of Santa Ana. Care Ambulance has never used back-up or mutual aid services in the City of Santa Ana. City of San Clemente Two (2) dedicated EMT BLS ambulances. Care Ambulance provides BLS ambulance transport services, with ALS services provided by the Orange County Fire Authority. Back up services are provided from Care's non -dedicated fleet of staffed EMT ambulances. EMT services are leased RFP # 18-059 — CARE AMBULANCE SERVICE2 5 0 -190 40 Contract•ry — Previous 10 Years Cities/Fire Contact Name Contract Primary 911 Response Time Red Dept Served and Phone No. Dates or Call Volume M=Metro/Urban Back-up 2017 S=Suburban/rural Status Transports W=Wilderness City of Buena City Manager, 16 Years Contracted 4,450 M= 10 Min, Code 3 Park Jim Vanderpool and 4 Primary (714) 562-3552 Months City of Costa Fire Chief, Dan 8 Years Contracted 7,684 M= 10 Min, Code 3 Mesa Stefano and 4 Primary (714)754-5106 Months City of Fire Chief, Tony 20 Years Contracted 3,648 M= 8 Min, Code 3 Fountain Coppolino and 8 Primary Valley (714) 593-4436 Months City of Fire Chief 14 Years Contracted 6,940 M=10 Min, Code 3 Fullerton Wolfgang Knabe and 11 Primary (714)738-6506 Months City of Fire Chief, Tom 17 Years Contracted 8,343 M=10 Min, Code 3 Garden Grove Schultz, and 5 Primary (714)741-5618 Months 2. Description of Care's EMS System for Ambulance Deployment Listed below is a brief description of each EMS system and ambulance deployment strategy for Care's contracted areas: City of Santa Ana Seven (7) dedicated EMT Basic Life Support (BLS) ambulances. Care Ambulance provides BLS ambulance transport services, with ALS services provided by the Orange County Fire Authority. All EMT personnel are assigned similar shifts as OCFA Firefighters. Back-up services are provided from Care's non -dedicated fleet of staffed EMT ambulances. EMT services are leased to the City of Santa Ana for a flat daily fee. Transport revenue is retained by the City of Santa Ana. Care Ambulance has never used back-up or mutual aid services in the City of Santa Ana. City of San Clemente Two (2) dedicated EMT BLS ambulances. Care Ambulance provides BLS ambulance transport services, with ALS services provided by the Orange County Fire Authority. Back up services are provided from Care's non -dedicated fleet of staffed EMT ambulances. EMT services are leased RFP # 18-059 — CARE AMBULANCE SERVICE2 5 0 -190 40 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES WFITESTSITITHETTIMPT, QO2\ E ego - to the City of Santa Ana for a flat daily fee. Transport revenue is retained by the City. Care Ambulance has never used a back-up or mutual -aid company for any services in San Clemente. City of Westminster Two (2) dedicated EMT BLS ambulances. Care Ambulance provides BLS ambulance transport services, with ALS services provided by the Orange County Fire Authority. Back up services are provided from Care's non -dedicated fleet of staffed EMT ambulances. EMT services are leased to the City of Westminster for a flat daily fee. Transport revenue is retained by the City of Westminster. Care Ambulance has never used a back-up or mutual -aid company for any services in the City of Westminster. City of La Habra Two (2) dedicated EMT BLS ambulances, each staffed twenty-four (24) hours daily, seven (7) days per week Care Ambulance provides BLS services, with ALS services provided by the LA County Fire Department. All EMTs are assigned the same shift as LA County Firefighters. Back- up services are provided from Care's non -dedicated fleet of staffed EMT ambulances. Care Ambulance provides all of La Habra's first responder and paramedic billings. EMT labor is leased to the City for a flat monthly fee. Transport revenue is retained by the City of La Habra. County of Orange EMS — EOAs, B, C, D and E Thirty (30) dedicated EMT BLS ambulances. Care Ambulance provides BLS ambulance transport services, with ALS services provided by the Orange County Fire Authority. Back up services are provided from Care's non -dedicated fleet of staffed EMT ambulances. Los Angeles County EMS Agency — EOAs 3, 4 and 5 Ninety (90) dedicated EMT BLS ambulances. Thirty-seven (37) staffed twenty-four (24) hours daily, seven (7) days per week and additional fifty-three (53) peak demand ambulances staffed daily. Care Ambulance provides BLS services, with ALS services provided by the Los Angeles County or other area fire agencies. Back up services are provided from Care's non -dedicated fleet of staffed EMT ambulances. City of Anaheim Six (6) dedicated EMT BLS ambulances, staffed twenty-four (24) hours daily, seven (7) days per week. Care Ambulance provides BLS services, with ALS services provided by the Anaheim Fire Department. Each ambulance is stationed within a city fire station with all EMT personnel assigned the same shift as Anaheim Firefighters. Back-up services are provided from Care's non- dedicated fleet of staffed EMT ambulances. City of Buena Park One (1) dedicated EMT BLS ambulance, staffed twenty-four (24) hours daily, seven (7) days per week. Care Ambulance provides BLS services, with ALS services provided by the Orange County RFP # 18-059 — CARE AMBULANCE SERVICE 250-191 41 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA T Fire Authority. All six (6) EMT personnel are assigned the same shift as OCFA Firefighters. Back- up services are provided from Care's non -dedicated fleet of staffed EMT ambulances. City of Costa Mesa Three (3) dedicated EMT BLS ambulances and One (1) back up EMT BLS ambulance. All our staffed twenty-four (24) hours daily, seven (7) days per week. Care Ambulance provides BLS services, with ALS services provided by the Costa Mesa Fire Department. All dedicated EMT personnel are assigned the same shift as Costa Mesa Firefighters. Back-up services are provided from Care's non -dedicated fleet of staffed EMT ambulances. City of Fountain Valley One (1) dedicated EMT BLS ambulance and One (1) back-up EMT BLS staffed ambulance. Both are staffed twenty-four (24) hours daily, seven (7) days per week. Care Ambulance provides BLS services, with ALS services provided by the Fountain Valley Fire Department. All six (6) dedicated EMT personnel are assigned the same shift as Fountain Valley Firefighters. Back-up services are provided from Care's non -dedicated fleet of staffed EMT ambulances. City of Fullerton Three (3) dedicated EMT BLS ambulances, staffed twenty-four (24) hours daily, seven (7) days per week. Care Ambulance provides BLS services, with ALS services provided by the Fullerton Fire Department. Each ambulance is stationed within a city fire station with all 18 EMT personnel assigned the same shift as Fullerton Firefighters. Back-up services are provided from Care's non -dedicated fleet of staffed EMT ambulances. City of Garden Grove Three (3) dedicated EMT BLS ambulances, each staffed twenty-four (24) hours daily, seven (7) days per week. Care Ambulance provides BLS services, with ALS services provided by the Garden Grove Fire Department. All 18 EMT personnel are assigned the same shift as Garden Grove Firefighters. Back up services are provided from Care's non -dedicated fleet of staffed EMT ambulances. Totals for All Communities Served Population Served: 4,199,644 Calendar Years of Contracts: 117 Years Total Square Miles Covered: 1,117 Contract Failures: None Number of 2017 Transports: 221,296 RFP # 18-059— CARE AMBULANCE SERVICE 250-192 42 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA ITEM 12: AGREEMENT TO CONDITIONS Additional Information Care Ambulance Service agrees to promptly supply the CITY OF SANTA ANA and OCFA with any further information requested for the accurate determination of Care's qualifications to perform the proposed services. Right to Audit Care Ambulance Service agrees to give the City, County, and/or the CITY OF SANTA ANA and OCFA the right to audit those documents or records (including financial records) requested in the Submission Form, provided by Care Ambulance, or referred to in Care's submission prior to and after award of the contract. Agreement to Pay Expenses Required The CITY OF SANTA ANA or OCFA may require Proposers submitting proposals to participate in an onsite visit by the CITY OF SANTA ANA and OCFA staff to inspect and/or verify records. If based outside of Orange County, Care Ambulance agrees to pay related travel expenses, including food and lodging, for up to three CITY OF SANTA ANA staff members and three OCFA staff members for up to two days to conduct the inspection. Agreement to expand Resources as Needed Care Ambulance agrees to expand its resources, at the sole discretion of the CITY OF SANTA ANA or OCFA, and at no additional cost to the CITY, including number of ambulances, if required response times are not met or if call volume increases. In addition, Care Ambulance agrees to maintain, at a minimum, the number and type of vehicles as proposed throughout the term of the contract. The CITY OF SANTA ANA is in the process of annexing parcels of land owned by the COUNTY OF ORANGE that would be incorporated by the CITY OF SANTA ANA. The area is commonly referred to as the "Seventeenth Street and Tustin Avenue Island". The area consists of the following: 29 single family homes: 13942 —13971 Deodar Street RFP # 18-059— CARE AMBULANCE SERVICE 250-193 43 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA 20 single family homes: 13822 —13831 Medford Street; 17152, 17162, and 17182 Medford Street 8 business locations: 2301, 2305, 2307, 2309, 2311, 2313, 2315, 2401 Seventeenth Street 3 business locations: 2301 Seventeenth Street 7 business locations: 13912 Ponderosa Street 16 apartment units: 13982 Ponderosa Street 15 apartment units: 1382 Ponderosa Street 8 vacant lots: 13862, 13872, 13892, 13902, 13922, 13946, 13952, 13972 Ponderosa Street Agreement to Reduce Resources as Needed Care Ambulance agrees to reduce the number of resources at the sole discretion of the CITY OF SANTA ANA or OCFA and renegotiate costs in the event response times are met and the actual call volume after one year from contract award date does not require the number of hours/days of coverage. Proprietary Information It is the responsibility of Care Ambulance Service to clearly identify information in our prequalification application and RFP bid response that it considers to be confidential or proprietary under the California Public Records Act. To the extent that the CITY OF SANTA ANA agrees with that designation, such information will be held in confidence whenever possible. All other information will be considered public. However, all information regarding the prequalification and RFP bid responses will not be released to the public or subject to the Public Records Act during the deliberative process until such time as the evaluation has been completed and, or if, an award has been made. AUTHORIZED NAME AUTHORIZED SIGNATURE DATE Troy M. Hagen October 31, 2018 RFP q 18-059—CARE AMBULANCE SERVICE250_194 44 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA ITEM 13: PRICE WORKSHEET CITY OF SANTA ANA RFP # 18-059 FOR EMERGENCY AMBULANCE TRANSPORTATION AND RELATED SERVICES Initial Term: Year 1 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2019 —12/31/2019 Annual Contract Price $ $4,326,744 Not to exceed $ per month $360,562 Optional Billing: (Price Per Transport) N/A Initial Term: Year 2 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2020 - 12/31/2020 Annual Contract Price $ $4,497,288 Not to exceed $ per month $374,774 Optional Billing: (Price Per Transport) N/A Initial Term: Year 3 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2021-12/31/2021 Annual Contract Price $ $4,660,584 Not to exceed $ per month $388,382 Optional Billing: (Price Per Transport) N/A Initial Term: Year 4 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2022 —12/31/2022 Annual Contract Price $ $4,829,928 Not to exceed $ per month $402,494 Optional Billing: (Price Per Transport) N/A RFP # 18-059— CARE AMBULANCE SERVICE 250-195 45 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA Initial Term: Year 5 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2023 —12/31/2023 Annual Contract Price $ $4,998,072 Not to exceed $ per month $416,506 Optional Billing: (Price Per Transport) N/A First Renewal Option: Year 1 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2024-12/31/2024 Annual Contract Price $ $5,456,988 Not to exceed $ per month $454,749 Optional Billing: (Price Per Transport) N/A First Renewal Option: Year 2 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2025 —12/31/2025 Annual Contract Price $ $5,672,484 Not to exceed $ per month $472,707 Optional Billing: (Price Per Transport) N/A First Renewal Option: Year 3 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2026-12/31/2026 Annual Contract Price $ $5,898,732 Not to exceed $ per month $491,561 Optional Billing: (Price Per Transport) N/A Second (Final) Renewal Option: Year 1 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2027 —12/31/2027 Annual Contract Price $ $6,136,176 Not to exceed $ per month $511,348 Optional Billing: (Price Per Transport) N/A RFP # 18-059—CARE AMBULANCE SERVICE 250-196 46 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES 11 L Second (Final) Renewal Option: Year 2 9-1-1 EMERGENCY TRANSPORTATION SERVICE FOR PERIOD OF: 1/1/2028 —12/31/2028 Annual Contract Price $ $6,385,536 Not to exceed $ per month $532,128 Optional Billing: (Price Per Transport) N/A RFP # 18-059 — CARE AMBULANCE SERVICE 250-197 47 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA ITEM 14: CONFLICT OF INTEREST CERTIFICATION The undersigned hereby certifies on behalf of Care Ambulance Service, Inc. ("Proposer"), and hereby declares under penalty of perjury under the laws of the State of California, that Proposer is not, and will not be violating either directly or indirectly any conflict of interest statute, rule, or regulation if awarded a contract and if authorized to perform the services described in this RFP. Signed, this 22nd day of October, 2018 in Orange, California. IF CORPORATION: October 31, 2018 Signature of CEO Troy M. Hagen October 31, 2018 Signature of Secretary Brian M. Richmond RFP # 18-059—CARE AMBULANCE SERVICE 250-198 48 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA ITEM 15: STATEMENT OF TRUTH The undersigned hereby certifies on behalf of Care Ambulance Service, Inc. ("Proposer"), and hereby declares under penalty of perjury under the laws of the State of California, that the information provided by Proposer and contained in this bid to the (TBD) EMS 9-1-1 Emergency Transportation Service RFP is accurate, complete, true and correct to the best of our knowledge. We are aware that should any of the information contained herein be found to be false, incorrect, or otherwise untruthful, or if the information contained herein contains material misrepresentations and/or material omissions of fact, the City of Santa Ana of Santa Ana may, at its sole discretion, pursue any and all remedies available as authorized by law, which may include the right, at the option of the City, to either reject or disqualify this bid proposal from further consideration in the course of the procurement process and/or to declare any contract awarded as the result thereof void. Signed, this 22nd day of October. 2018 in Orange, California. In the event that one of the above events occurs during the bid submittal date and contract award, the new corporation/stockholder must provide a notarized statement stating their agreement to the terms and conditions of the contract and prior to bid submittal without exceptions. This must be received within 5 business days of the change IF CORPORATION: October 31, 2018 Signature of CEO Troy M. Hagen October 31, 2018 Signature of Secretary Brian M. Richmond RFP # 18-059— CARE AMBULANCE SERVICE 250-199 49 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA ITEM 16: NON -COLLUSION CERTIFICATION The undersigned hereby certifies on behalf of Care Ambulance Service, Inc. ("Proposer"), and hereby declares under penalty of perjury under the laws of the State of California, that this (TBD) EMS 9-1-1 Emergency Transportation Service RFP is genuine and not sham or collusive, nor made in the interest of or on behalf of any person not herein named; the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a sham proposal nor solicited any other person, firm or corporation to refrain from submitting a proposal; the Proposer has not communicated, directly or indirectly, with any other Proposer regarding the amount, price, and/or service rates proposed herein; and Proposer has not in any manner sought by collusion to secure for himself/herself/itself any advantage over any other Proposer. We declare the foregoing is true and correct under penalty of perjury under the laws of the State of California. Signed, this 22nd day of October, 2018 in Orange, California. IF CORPORATION: October 31, 2018 Signature of CEO Troy M. Hagen October 31, 2018 Signature of Secretary Brian M. Richmond RFP # 18-059—CARE AMBULANCE SERVICE 250-200 50 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES Il • _► _ _►_ ITEM 17: PHOTOGRAPHS Care Ambulance staff proudly give back to their communities every day in partnership with first responder agencies throughout Orange and Los Angeles Counties. Care Ambulance Service's 'Pillars of Care' RFP # 18-059 — CARE AMBULANCE SERVICE 250-201 51 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA Care provides a wide complement of pediatric Care employee Priscilla Rodriguez with Elijah, who was so equipment to maximize safety. taken with Priscilla and the business of EMS, he's now considering a career as a paramedic. Road Safety real-time safe driver monitoring provides instant feedback to Care's drivers and informs our quality improvement and training activities. RFP # 18-059—CARE AMBULANCE SERVICE Care Ambulance employs several cutting-edge strategies and data systems to continually improve our response times. 250-202 52 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CITY OF SANTA ANA Care Ambulance Billing staff show their EMS Week spirit. Care's on-site fleet maintenance facility includes a touchless carwash. Care Ambulance uses both static and dynamic vehicle deployment strategies to ensure crews are best positioned to respond quickly to the next call for help. Picture here, EMTs Ashlynn Martinez and John Dormer respond to a two -car crash during a rain storm. RFP # 18-059 — CARE AMBULANCE SERVICE Care Ambulance employees enjoy a diverse workplace reflective of the communities we serve. 250-203 53 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES CIN OF SANTA ANA APPENDIX With the U.S. healthcare system rapidly transforming, ambulance service executives are increasingly focused on how existing service lines can be adapted to provide better patient outcomes at a lower cost. Municipal ambulance services are facing the same level of scrutiny. Today in the City of Santa Ana, the City accepts all financial responsibility for the provision of ambulance services, both Basic Life Support (BLS) and Advanced Life Support (ALS). The City, through its third -party contracted billing agency, bills for the provided services, and hopes those recovered fees are sufficient to pay for the contracted ambulance services. The entire risk of ambulance revenue rests with the City of Santa Ana. An ambulance organization, public or private, must weigh a number of factors when deciding whether to provide ambulance services themselves or contract ambulance services. On the Municipal side that decision to provide ambulance services or contract for services also must include a review of California legislation covering ambulance contracting. In California, the relevant legislation governing City and County ambulance contracting is found in California Health and Safety Code Sections 1797.201 and 1797.224. These sections provide a "grandfathering" of service rights to those cities or fire districts that contracted for or provided prehospital EMS on June 1, 1980; in these cases, the administration of those services shall be retained by those cities or fire districts. The City of Santa Ana has contracted or provided EMS services prior to June 1, 1980, and so retains the right to continue to contract for EMS services. Having established a legal authority to contract or provide for EMS services presents the City of Santa Ana with the flexibility to contract services in a manner most beneficial to the City. In this "Appendix" to our proposal, Care Ambulance offers the following general overview of an optional alternative contracting opportunity with our organization. Care Ambulance currently serves the Orange County Fire Authority (OCFA) and other local cities/fire agencies, with a number of similar "Public/Private" partnerships. These models include an assumption by Care Ambulance of the risk for payment of services and revenue recovery methodology to reimburse the City for cost of ALS services. Specifically, for the City of Santa Ana, Care Ambulance is offering the option to provide all emergency ambulance services in the City of Santa Ana at no cost to the City. Care Ambulance would bill for services using rates already established by the Orange County Board of Supervisors. Care Ambulance would then retain the revenue collected to pay for these services and completely relieve the City of Santa Ana of the risk for non-payment. In addition, Care Ambulance offers to bill for the City's ALS transport services, currently provided in concert with OCFA, and pay that collected ALS revenue directly to the City of Santa :11Iii4:��b II�l_llW1162I111I_n[yWIW.VRM 250-204 54 PROPOSAL TO PROVIDE FIRE/EMS EMERGENCY TRANSPORTATION & RELATED SERVICES 0 CITY OF SANTA ANA Ana. Using current transport data, Care Ambulance estimates that this ALS recovery model would generate4approximately $840,000 in annual revenue to the City of Santa Ana. The estimated annual revenue of $840,000 would be without the risk of billing and collecting for ambulance services, as that risk would be borne entirely by Care Ambulance. Care Ambulance understands the City of Santa Ana has a current contractor for billing of ambulance services. Care Ambulance further understands that this contract does not expire until July 2019. As such, Care Ambulance would agree to use the City's current contracted billing services for all Santa Ana ambulance transports until this existing billing service contract with the City of Santa Ana expires. After that contract expiration, Care Ambulance would then provide all required ambulance billing services. Care Ambulance welcomes the opportunity to meet with designated City Officials to further discuss this proposed strategy and to share service contracts and the contracting results achieved with other area cities and fire agencies utilizing a similar model. RFP # 18-059— CARE AM 8U LANCE SERVICE 250-205 55 Secretary of State SI -550 Statement of Information (California Stock, Agricultural Cooperative and Foreign Corporations) IMPORTANT — Read instructions before completing this form. Fees (Filing plus Disclosure)– $25.00; - Copy Fees – First page $1.00; each attachment page $0.50; • Certification Fee - $5.00 plus copy fees •1:8='650101 FILE® Secretary of.Stat® State of Calwomle AUG 2 3 2018 1. Corporetlon NamB (EMerthe ermctnema of Sha corporation es Bis recerded with the Caft aP2. p �.•7 t� '1� t�I'KT a . o I a1 SevetaryofState. Note: Ifyou registered In Califomia using an assumed name, see trsWCUMs.) This Pace For Office Use O ly CARE AMBULANCE SERVICE, INC. 7 -Digit Secretary of state File Number. C1432655 C,. -I..-- Aww.A«-A a. street Address of PdndPal Executive OBke-Dor HIM a P.O. Box City (An eebrenfalions) stem 'tip Code 1517 West Braden Court Orange CA 92868 IS. Melling Address of Corporation lftif/arent than Item so City (no abbreviations) Stele Zip Code e Street Address of Pdndpal California Office, if any and B different than item tie- Do not list a P.O. Box Ciy(w abbreviations) Slate Mp Code 1517 West Braden Court Orange CA 92868 .4. Officers The Corporation Is required to list all three of the dRcers sol forth below. An additional title for the Chief Executive Officer and unlet Financial ORder may be added; however. Ne preprinted tides on this form must not be altered, Chief Executive Omeed First Name Middle Name lest Name Suffixe. Troy city (w chbreuietlens) Hagen Zip fade Address Cily(noebbroviatlons) State tip Code 1517 West Braden Colirt Orange CA I 92868 IS. Secretary FIrsl Noma Middle Name Last Name suffix Brian M, Richmond Address _ City (no ebbravlatlons) state tip Code 1517 West Braden Court Orange CA 92868 . M Chief Financial Omeed Fust Name• MWdie theme - last Name Sax All Mian Address City (no abbreviations) state Zip Code ' 1517 West Braden CDurt Orange CA 92.868 5. Director(s) Celltdmle Smoa and A96dultuM Goopannin corporations ONLY. Rem da: vw reasr uta name vnv uavna oma' uo u. -A. n A,o , r.rn.reA.............I wra .- nmol Oto.nmafal And addrn... on Form 56550A fees iMWdanal. a First Name . mdde Name last Name Stax Rick city (w chbreuietlens) Richardson Zip fade Address CIN Ino abbreviation) am Zip Code 1517 West Braden Court Orange CA 1 92868 b. Number orvaean des MUM Board of Diretlars, gam L -1 . S. Service of Process (Must provide either Individual OR Corporation.) tunnnni tet _ rn-Neta Itnmc an Anti Rh,mr¢ Must inv ude aeenra nel name end Caffiamla street address. a. Cathode Agents Fist Name(Ifegentis not a corporation) Middle Name Last Name six b. Street Address of agent is not a corporation)- Do not entero P.O. Box city (w chbreuietlens) Stata CA Zip fade CORPORATION-ComptateItemsconly. OteyIlltlde the name or IDs regsmrea agent Oorport on. Fo. colgoMa Re&lorad Corporate Assets Name gfagent is a wMand on)-Dn not remptete Siem 6a dr So C T Corporation System 7. Type of Business Desdba the type of business or services of the Corpmagon MEDICAL TRANSPORTATION S. The Information contained herein, Including In any attachments, Is true and correct. � p' 08-23-2018 Brian M. Richmond Secretary Date Type or Print Nome of Person Completing cue Farm • 'nue Signature 56550 (REV 0112017) II � 2017 California Se6vtary of State www.sta.ta.gwfousiflass(ba 250-206 Attachment to Statement of Information 8I -550A (California Stock and Agricultural Attachment Cooperative Corporations) A. Corporation Name CARE AMBULANCE SERVICE, INC. B. 7 -Digit Secretary of State File Number, .C1432655 ;18-650101 This Space For Office Use Ont C. List of Additional Direetor(s)— If the corporation has more than one director, enter the additional tlirectors' names and addresses. so. First Name Dan !Addle Name Last Name I Richardson SurtIY Address 1517 West Braden Court Ciy(wabbreviadons) Orange Stare CA Zip Code 92868 5e Flrst Nemo Troy . Middle Nemo Last Name Hagen sulfa ' Address 1517 West Braden Court City (w abbreulaaonte Orange Slate CA • ZlpCude- 92868 5d. Flnd Name Matt Middle Name last Name - Gallagher Sulfa Address 1517 West Braden Court City (no ebbreNedons) Orange State CA 7Jp Code 92868 Se. Flist Name All Mlddie Ndma Lest Name Mian Suffix Acidness 1517 West Braden Court City (no abbmdeaom) Orange State. CA Zip Code 92868 Sf. First Name Mille Name Les! Nema Suabt Address City (no abbrevledons)' State Zip Code _ aa. First Name Mole Name Lest Name• surix Address City (no abbreNadons) State Zip Code SL First Name Middle Naive last Name Suffix Address City (no abbreviations) state Zip Code Si. First Name l:. 'Ole... '. p: •i Middle NamLast Name Sulfa Addresa City (no abbnevla0uns) 'State LD Coda — 51. Flint Nam Middle Name Lest Nema Slllflx Address Ciry(no abbWaV03) Sate Zip code Sl.SsaA- Attachment (EST 112016) 2� , 250-207 2076 Caftnis SetrabryofShata wlawsos.agovlhusinesslhe m ym'c�rorepouq�y �• befutl,WeondoareaWplof odginel redord In Mo W7tody ORM Calttamb Seomtery of Sbteb office, AUG 2 4 2018 ALEX Pof State 250-208 Self Appraisal . . . . . . . M ... . . . . . . . . . . Vehicle Inspection and Characteristics . . . . . . . . . . . Critical Elements .: . . . . . . . . . . . . . . . . . . Situational Driving (Emergency and Non -Emergency) . Situational Driving Continued (Emergency & Non -Emergency) Special Considerations . . . _ . . . . . . You Be The Coach (Emergency Driving Scenarios) . . . . . Final Test: . . . , . . . . . . . . . . . . . . . . . . , . Page 3 . . . Page 6 . . , Page 7 ... Page Page 10 . . . Page 11 . Page 13 Page 14 FEI Welcome to Coaching the Emergency Vehicle Operator'" 4: Ambulance. This is an all-new course in the successful CEVOO series of driver training programs. Since its introduction over 25 years ago, tens of thousands of ambulance operators have completed these CEVO° courses. This latest course integrates feedback from past participants as well as current training experts. It also teaches safe operating principles, concepts, and the ever -evolving demands of the emergency response profession. However, as you know, not all hazards and collisions happen in response to an emergency. That's why this comprehensive course offers safe driving skills and techniques that can be applied during both emergency and non -emergency situations. You will rind the structure of this course to be different from many other safe driving courses. Instead of listening to a series of lectures, you will take an active part in the training. You will watch video, presentations on various driving situations common to operating an ambulance. Then, combined with your experience as an operator, you will respond to various scenarios in this Response Book and discuss them with your fellow participants. Doing so will help you to incorporate new safe operating_ principles into your driving and reduce your chances of having a collision or near miss. Name: The Information and recommendations contained In this publication have been compiled from sources believed to be reliable and to represent the best current opinion on the subject. No warranty, guarantee, or representation is made by the National Safety Council, Coaching Systems LLC or other distributors as to the absolute correctness or sufficiency of any representation contained in this publication, and the National Safety Council, Coaching Systems LLC and other distributors assume no responsibility in connection therewith; nor can it be assumed that all acceptable safety.measures are contained In this publication, or that other or additional measures,_ may not be required under particular or exceptional conditions or circumstances. Copyright 0 2017 Coaching Systems LLC MAY NOr BE REPRODUCED. 250-210 -1. When driving an ambulance at 60 miles per hour in ideal conditions, what is the recommended following distance? Z. What advice would you give to a new operator regarding controlling one's emotions while driving in a true emergency? 3. Where are the blind spots located on the ambulance that you normally drive? 4. What is your organization's policy for inspecting your ambulance? Include in your answer "when" it should be inspected as well as "how often." S. Describe your organization's policy for reporting a defect on your ambulance. Be specific. 6. What do you consider to be the most hazardous part of operating your ambulance on an emergency run? On a non -emergency run? Check Your Mirrors Copydgh1®2017CwCh1ngbVe =LLC MAY NOT BE REPRODUCED. 3 250-211 Self Appraisal — continued 7. You have been called to an. "active shooter" situation. Describe your protocol for responding to this type of'situation. 8. When driving an ambulance at 35 miles per hour,in ideal conditions, what is the recommended following distance? 9. Are there any exceptions to the rule that states "everybody must be buckled up"? Be specific. 10. What specific actions and precautions would you take when approaching a red light while on an emergency run? 11. Describe in your own words what the following terms mean to you regarding operating your ambulance. Be specific. Scanning Cushion of Safety Communicating Try to Maintain a Cushion of Safety 4 Copyright®2017 Coaching Systema LLC MAY NOT BE REPRODUCED. 250-212 1 Self Appraisal -- corrtirrr{ed 12. What are some of the factors that influence your total stopping distance? 13. In addition to adjusting your mirrors, what else can you do to reduce your blind spots? 14. How often should you glance in your mirrors? 15. Describe how each of the following differs between your personal vehicle and the ambulance you drive: Braking Distance Blind Spots Vehicle Characteristics 16. How many feet per second does your ambulance travel when traveling 60 mph? 17. Traffic specialists say that average reaction time is three quarters of a second. What is your reaction time? Communicate With Others Copyright 07017 C=h1ng Systeme LLC IdAY NOT SE REPRODUCED. 5 250-213 Vehicle Inspection & CharacterlsOcs 1. Complete the following statement: As an ambulance operator you must, at all times, operate the vehicle in a and manner without 2. When conducting an inspection, it is recommended that you use a checklist. Why is this important? 3. What is your organization's procedure for reporting a defect found on your ambulance? 4. List the items that you should check during an inspection in the following areas: Outside the ambulance: Engine area: Patient area: Operator area: S. Because of your lights and sirens, you do not have to be concerned with your blind spots. ❑TRUE ❑FALSE 6 Copyright ® 2017 Coaching Systeme LLC MAY NOT 8E REPRODUCEQ 250-214 r r y 6. How far ahead should you scan in city -like environments? And on open roadways? 7. What are some ways you can communicate with other drivers and pedestrians? Be specific. 8. How can your actions miscommunicate your intentions to others? Please give a exam 9. Your reaction time is always the same. ❑TRUE ❑FALSE Explain your answer: 10. What are the components of your total stopping distance? 11. What is the recommended following distance in ideal conditions when traveling at 40 mph or slower?. Scan all around your vehicle - notjust to the front CoWght 92017 Coaching Systems LLC MAY 250-215 7 SESSION TWO - Critcal Elements — continued 12. What is the recommended following distance in ideal conditions when traveling over 40 mph? 13. In what conditions would you increase your following distance? Be specific. 14. In this rural situation the ambulance "A" is approaching a stop sign at a controlled intersection. Describe how "A" should handle this situation. When on a non -emergency run: When on an emergency run: 8 Copyright 02017 Coaching Systema LLC MAY NOi BE REPRODUCED. 250-216 ©9)Qoc 0c:�c-�0(�) 9) �n�f))CC-) Q Se0= c»c'(D- ucE)aZ)0— e & (B CD C. OO QL;O(;z)(zD©OCO) ):JuOO (Di )iJ_r�(DCJt.,..r)000('9)r� 0 Q Q C-) (D CG UOQ Cl) 0m00u 00©00004) O O O G O Q3 a) G Q O 00 C)L7Q(EDPi Q rt L) L a lg, 0 CO i_) C5;0@' U Q OO Oc-011--DBQCJ C-) C50 (7OCl) :-)OQ ©C'OO G),w) 0 C., Q 000 i) n' O©Go00- 00 O ii)C) Q pQ O 0 a) O E) Q E, (E) IT, c-T)(D@I Q r U 00 e000 Q;J(J C,u0 C-) 0 0, (a) OO C>pl_,OO ii)OOO Q©n- C7G© dO Cw)OG'O0- OO G(=)UL Q©CE) 0)DUO(€, 00'QCE) 0(]Q G Q Q S CLuu If CIE) C)(6" )O CID CY)l )Ui)C')@i=`U (1r)JOOn ,S)(Z,(F) ((D r)` QD C- C- �'E" ;D C)OC)©Q 0� C7)Y) SO C")OO (9)OO ifj OOQW)00- Q >O(D(- Cl) Cl) Q OQQOQQ OQ ( �ng)Ce)Q(WDa. _`r-+ r=) nC�) C51 Ci GI©'C. )70C,C-', DCx.-��DEr, C-, `7 C.(�L C'C.(H) O LD Q) OOOOCl) C ) O CD('>>) v O C)(10(?)( nQ@O L<1Q(:':)a)GD1 Q C,)C)t=)OO CIDFj co�C:0- )v C: G;7 (D (OD G CC, I '-Y) CD- limm) O O Cj O O U C) O G O r CDQD('lG CU On (t`OO QQ00000GQO©Q)C7CFD JOO Cl(DQDC. rJSQOOOOQQ(DI Q UC-Q(D,.wj0- 60,Der )`)G(*)(_)(o_)©QQUCDvO(EC. 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When stopping behind another vehicle, how far back should you stop? Why? 17. In this situation, the light has just turned green. "A", with the green light, started through the intersection. Unfortunately, "B" continued through the intersection from the cross street and collided with "A". How could "A" have prevented this collision? When on a non -emergency run: When on an emergency run: Copyright O 9017 Coaching Systems LLC NAV NOT BE REPRODUCED. 9 250-219 ■ i tj ,B•z .W When on a non -emergency run: When on an emergency run: Copyright O 9017 Coaching Systems LLC NAV NOT BE REPRODUCED. 9 250-219 (Emergency and lion -Emergency) 18. How far ahead should you scan on an open roadway? 19. How can you determine if you are in another driver's blind spot? 20. If you are In another driver's blind spot, what should you do, if anything? 21. What is a "pinch point" situation? How would you avoid being caught in this situation? 22. In this situation, describe the potential hazards and safety considerations that "A" is facing. How would you handle them? If "A" is exiting the highway: If "A" is not exiting the highway: 10 Copyright O 2017 CwchlnB systems LLC MAY NOT BE REPRODUCED. 250-220 Special Considerations 23. Please listen carefully to the ten questions on the video presentation. Following each, you will have five seconds to answer either True or False. 1. ❑TRUE LI FALSE 6. LITRUE ❑FALSE 2. L) TRUE LI FALSE 7. ❑TRUE ❑ FALSE 3. ❑TRUE LI FALSE 8. ❑TRUE LI FALSE 4. ❑TRUE LI FALSE 9. ❑TRUE LI FALSE S. ❑ TRUE ❑ FALSE 10. ❑ TRUE ❑ FALSE 24. For each of the following driving situations, what safety precautions would you take? Please answer as completely as possible. Backi Driving at Night Hydroplaning Roundabouts/Traffic Circles Ccpyrl8ht®7D17CWddng Byetems LLC MAY NOT BE REPRODUCED. 250-221 11 SESSION FIVE - Special Considerations -- continued Move Over Toll Areas 25. 1(A) was stopped behind vehicle "C" at an intersection. "C" must've had a problem because the driver got out and lifted the hood. When I backed up to get around "C", I struck the vehicle "B" right behind me that pulled up too close. What, if anything, could the driver of the ambulance "A' have done differently to avoid this collision? Avold Backing When Possible 12 Copyrlght02017 CoaeNag Systema LLC MAY NOT BE REPRODUCED. 250-222 7jr _ ,,wwrr% �S�iS f fai a 1,�� i�t 4_ ri„f♦'' _Ji. In the appropriate spaces below, record your responses to the eight emergency driving scenarios presented. 1. 2. 3. 4. S. r-11 7. 8. Cover the Brake WhenApproaching Potential Hazards Copyright ®2017 Coaching Systema LLC MAYNOT 250-223 13 -CEVQ 4 AM8ULANCE FINAL TEST TO ID ;218 1. When inspecting your ambulance: a, try to perform the Inspection the same way each kine. b. use a cheddist d possible, c. review the previous inspection report. d. All of the above. 2. Check that the ambulance's tires are property Inflated by: o. using an appropriate gauge. b. kicklog the fives and listening fora hollow sound c. striking the lines with a solid object. d. visually inspecting the fires., 3.properly adjusted mirrors will: e. eliminate Wind spots b. allow you to safely exceed the speed Emit c. reduce your Wind spots. d. allow you to reduce your following distance while on emergency rums. 4. All of the following are true of blind spots €=: a, they can be created by the structure o1 the ambulance. b. they can be eliminated by property adjusting the minots. c. they are different from the blind spots around your personal vehicle. d. properly adjusted minors will reduce their size. 5. Before moving the ambulance, be sure that everyone Is buckled In and secured aft: a, on an emergency run. b, on a non -emergency con. e, when patient care would be adversely impacted. d. when traveling at slow speed. 6. What do the fetters "SCC" stand tor? a. Safety, Care, Concent b. Scanning; Cushion of Safely, Communicating c. Speed, Control, Care d. Scan, Care, Control '7. When driving an open roads such as highways, try to scan down the road: a.12-15 seconds. e. 3 vehicle lengths. b. 3-5 sec onds. d. to the next vehicle. B. When driving in congested, city -like environments, try to scan: a. to next vehlda. Is. 3.5 seconds ahead e. a block to a bock and one had ahead. A. four vehicle lengths ahead. 9. How often should you glance In your mirrors? a. every 12-15 seconds. b. �Mry. 3-5 seconds. c. only when. preparing to change lanes.. d. once each nue. 10. What does "Cushion of Safety" refer to? a. the patient care area b. the area protected with safety ah bags. c. the area around ycur ambulance. d. the area within your ambulance. 11.Which area of your Cushion of Safety Is the most critleal? a. to the IronL b. to both skin e. dnectly behind. d. the area within the ambulance. 12. The front tires of the ambulance should have a minimum tread depth of: a. 2142 of adlirch. c. 2M of an Inch. - b.4132 of an inch.. d. 4116 of an inch. 13, Maintaining a cushion of safety Is Important: a. only in adverse weather. b, only on the highway. c. only in the city. d. In all driving environments 14. A key concept In establishing a cushlon of safety In front of the ambulance Is: a. using your emergency lights and siren. b. maintaining a safe following distance. c. traveling slightly faster than the speed limit d. changing lanes frequently to avoid . traveling behind other vehicles. 15. A safe following distance Is _your ambulance's total stopping distance. a. the same as c. less than b. greater than d. not related to '16. Leaning in your seat while glancing in your mbrots: a. is not recommended. b. is only recommended when driving on the highway. c. is only recommended when backing. d can help you monitor your bund spots. 17, Which of the following Is not a component of your total stopping distance? e. Following Distance b. Braking Distance c. Reaction Distance d. perception Distance 18. As you approach the ambulance to perform an Inspection, do all of the following MM:, a. look for obvious damage or leakg fluid. b. check compartment doors c. Mc k each tits to check for proper inflaffan. d. use a cheddisl if one is avalabfe: 19. Trying to maintain a safe following distance is Important: a. only when being taggated. b. only at highway speeds. c. only in adverse weather. d. under an driving circumstances. '20. The average reaction time for all drivers Is: a. 314 of a second. b. 2 seconds. c. 3-5 seconds. U..1 second. '21.' Covering your broke will: a. allow you to reduce your fallowing distance. b. allow you to safely exceed the speed limit e, help reduce your reaction ffme. d. eliminate non -emergency colrisiora., 22. Total slopping distance is: a. difficult to predict accurately. b. is the same for all vehicles. c. is always the same regardless of conditions. d. Is the same regardless of speed. 23. In Ideal condlllorte and when traveling under 40 mph, the recommended minimum following distance Is: a. two vehicle lengths. b. 3 seconds. e.4 seconds. d. 5 seconds. 24. In Ideal conditions and when traveling over 40 mph, the recommended minimum following distance is: a. duee vehicle lengths 6.3 seconds., c. 4 seconds d. 5 seconds, 25. When approaching a jaywalker attempting to cross the street, which of the fallorAng is not recommended: e, cover the brake as you approach. b. stop and wave the jaywalkar across the street, c. be certain the jaywalker remains on the side of the read before proceeding. d. be prepared to stop. 26. When approaching a `stale green light, It is recommended that you: a. aoceler5te slightly to make it through the inter. section. b. cover the brake as you approach. e. stop before the IntersmWit. d. put your emergency rights on to warn others. 27. When stopping behind another vehicle, do so dose enough to prevent pedestrians from passing between the two vehicles: a. True b. False 14 Copyrraht03017 Coaching Systema LLC MAY Nor aE REPRCOUCEn: 250-224 28. If you must stop at an Interseellon before making a left turn, you should: a. wait with your wheels turned to the left. Jr. wait with your wheals pointed straight ahead e. wait with your wheels turned to the right d. turn on your hazard lights. 29. When you have the choice of two designat- ed left turn lanes, from which lane should_ you make the tum if possible? a. The lane to the fight b. The lane to the left. c. Either lane: it makes no difference. d. Straddle both lanes to prevent others from turning at the same time. 30. If you are stopped at an Intersection, controlled by a traffic light and the Ilghl turns green, It Is recommended that you: a. proceed immedwtety to avoid being struck from behind. b. tum on your emergency lights briefly to clear the Intersection. c. use your siren to make sure others see your ambulance before proceeding. d. delay your start to be certain the intersection dears. 31. When on a ramp and preparing to enter a highway, you should'do each of the follow. Ing exceor: a. stay close to the vehicle ahead to make entering and merging easier. b. scan for opening In traffic across all lanei c. maintain a safe following distance. d. use your turn signal to communicate your Intention to enter the highway. 32. On the open roadway and traveling at typical highway speeds, scanning ahead 12 —15 seconds Is: a. ineffective. b. about 114 mile ahead. d fecommended only when on an emergency run. d. abobt 112 mile. 33.You should assume that you are in another driver's blind spot: a. if you cannot see the other vehicle's inside rear view minor through the rear window. b. at all limes. c. it you cannot see that other vehkle's rear bumper. d if you cannot see the other vehicle's license plate. 1. It you notice that you are being tallgeted, you should: a. tap the brakes to yarn the other driver. b. briefly turn an your emergency lights. e. Increase your following distance. d Increaseyour speed. 35. When you approach a red light on an emergency run: a. it is not necessary to slop. b. you should slop before entering the intersee- Vonand proceed only when sale. c. you should stop and wail for the light to tum green: d. your lights and sirens will prevent other vehicles from entering the inlerseclion. 35.When preparing to back, you should do all of the following except: a. ask a pedestrian to watch your backing path. b, scan your backing path as you approach the site. c. back only when you are certain that it Is safe. d. open your window slightly so you can hear exterior warnings. 37. When backing with a helper or spotter, agree on hand signals before beginning: s. True - b. False 38.When driving at night: a. flash your high beams t another driver neglects to lower their headlights. b. use your high beams at all times for better visibility. c. use your low beams at an times. d. use your high beams whensafeand legal to do so. 39. On an emergency run, which of the follow - Ing is a concent? a. Tailgalers. .b. Maintaining a cushion of safety. c, Passing other vehicles. d. All of the above. 40.When driving at night and another vehicle approaches with high beams: a. flash your high beams. b. briefly flash your emergency lights. c. shift your eyes to the right edge'of the lane. d. pull onto the shoulder to avoid being blinded. 41. Which of the following is true of hydroplaning: a. it can occur at speeds as low as 30 mph. b. it is not a concern for ambulance drivers. c. it occurs'only during very heavy rain. d. once If occurs, hard braking will reduce its effects. 42. When driving In wet, Icy or other slippery conditions, you should: a. keep your speed low. b. increase your following distance. c. avoid sudden braking and steering. d. All of the above. 43. When approaching traffic elreles, you should try to do the following e3{ N: a. know your exit ahead of time and ff you miss it, continue around the &Ce. b. scan ahead for clues about the traffic patem. c, cover the brake as you new in case you must slop (of other vehicles. d, if you miss your exit point, slop and back up. 44. Ali of the following are true of the "Move Over Lad' except that t: a states Ihat other vehicles must move over to an adacent lane when approaching an emergency vehicle displaying its lights. 6. states that if another vehicle cannot move over to an adjacent lane, it must slow before passing the emergency vehicle. c. does not apply to "ambulances.' d. applies to all police, fire and ambulance vehicles. 45. A vehicle's stopping distance can be affected by: a. the road con?tions, b. the type of tires. e. the reaction time of the driver. d. All of the above. 46. Effective scanning allows you to: e, monitor the area In front as well as the traffic around your ambulance. b. exceed the speed Emil. c. monitor and asslat with patient care. d. Ali of the above. 47. Checking your mirrors: e. allows you to spot following vehicles before they move into a Iallgating posa'on. b. will distract you from driving safely. c. Is recommended only when backing. d is recommended only when chanifing lanes. 48. When driving on lural roads: a. following distance beromes less Important, b. visibility and maneuverability are restricted; c. mirror chicks are unimportant d. scanting becomes fess important.. 49. On an emergency run: e. you can disregard all train control laws. b. your main concern is gaging to the site as fast as possible. c. you can disregard some traffic control laws, but must still drive responsibly and with regard for the safety of others. d. your responsbtlity'is both driving and monitoring patient care. 50. When you are running with your lights and sirens on: a, assume drivers ahead can see and hear you, then scan further doom the road b. expect other drivers to yield to, you. c. don't assume others can see and hear you and will ad correctly. d. it is safe to disregard all traffic control laws. Copyright ®aat7 Cnnching Bystemc LLC MAY NOT BE REPRODUCED. 250-225 is H:w I ft Mission and Values Statement Above all else,, CARE is committed to the care and.1mprovement of human life. In recognition of this commitment, we will strive to deliver high quality, cost-effective healthcare in the communities we serve.. In pursuit of our mission,' we believe the following value.statements are�es sential and timeless: • We recognize and affirm the unique and Intrinsic worth of each Individ- ual • We treat all those we serve with compassion and kindness. • We act with absolute honesty, integrity and fairness inthe way we con- duct our business and the way we live our lives. • We trust our colleagues as valuable members of our healthcare team and pledge to treat one another with loyalty, respect, and dignity. Purpose of Our Code of Conduct Our Code of Conduct provides guidance to all CARE colleagues and assists us in carrying out our daily activities within appropriate ethical and legal stand- ards. These obligations apply to our relationships with patients, affiliated phy- sicians; nurses, third -party payers, subcontractors, Independent contractors, vendors, consultants, and one another. TheCode is a critical component of our overall Compliance Program. We have developed the Code to ensure we meet our ethical standards and com- ply with applicable laws and regulations. The Code is intended to be comprehensive and easily understood. In some instances, the Code deals fully with the subject covered. In many cases, how- ever, the subject discussed has so much complexity that additional guidance is necessary for those directly involved with the particular area to have suffi- cient direction. To provide additional guidance, we have developed a compre- hensive set of compliance policies and procedures which maybe accessed by contacting the Compliance Officer or reviewing the Reference Binder'of Policies and Procedures available from your Manager. Those policies expand 250-228 upon or supplement many of the principles articulated in this Code of Con- duct. Every employee, administrator, and member of management should' use the Code of Conduct to understand the specific Intent behind each policy and procedure. The standards set forth in the Code and in the Policies and Procedures are mandatory and must be followed. Leadership Responsibilities While all CARE colleagues are ob- ilgated to follow our Code, we ex- pect our leaders to set the exam- ple, to be In every respect a mod- el. We expect everyone in the or- ganization with supervisory re- sponsibility to exercise that re- sponsibility in a manner that is kind, sensitive, thoughtful, and respectful. We expect each super- visor to create an environment where all team members feel free to raise concerns and propose ideas. We also expect that they will ensure those on their team have sufficient infor- mation to comply with laws, regulations, and policies, as well as the re- sources to resolve ethical dilemmas. They must help to create a culture with- in CARE which promotes the highest standards of ethics and compliance. This culture must encourage everyone in the organization to share concerns when they arise. We must never sacrifice ethical and compliant behavior In the pursuit of business objectives. Our Compliance Program encourages what we refer to as "principled leader- ship." Such leadership assumes that those in our organization will lead by ex- ample, xample, confront problems directly and candidly, be inclusive in making deci- sions as to who should participate In the decision=making process, try to give the maximum responsibility to those who work with them, and emphasize effective team -building. In addition to these fundamental approaches to prin- cipled leadership, we expect those in our organization to understand and care -about their colleagues at work. CARE's work is accomplished each day, for the most part, in small team settings. This encourages all leaders to try to 250-229 ensure that the talents Of•each member of the organization are utilized to the rriazimum extent possible -'and that we give careful attention to the pro- fessional development of all of those within CARE. _Leaders and managers must also understand that certain laws hold those in positions of'authority responsible and accountable If a healthcare provider violates the law. For this reason, it Is very important for managers to contact the Compliance Officer or CARE's legal counsel If there is any doubt as to the. legality of actions.taken by anyone associated with or employed by CARE. Our Fundamental Commitments We affirm the.following fundamental commitments: To our patients: We are committed to providing quality care that is sensitive, compassionate, promptly delivered, and cost-effective. To our CARE colleagues: We are committed to a work setting which treats all colleagues. with fairness, dignity, and respect, and affords them an opportunity to grow, to develop profession- ally, and to work in a team environment in which all ideas are considered. To our paramedics, emergency medical technicians, nurses, and other medical providers: We are committed to providing a work environment which has excellent facilities, modern equipment and vehicles, and outstanding professional support. To our third party payers: We are committed to dealing with our third - party payers in a way that demonstrates our commitment to contractual obli- gations and reflects our shared concern for quality healthcare and bringing efficiency and cost effectiveness to healthcare. We encourage our private third -party payers to.adopt their own set of comparable ethical principles to explicitly recognize their obligations to patients as well as the need for fair- ness in dealing with providers. To our regulators: We are committed to complying with all applicable laws, regulations, statutes, and guidance issued 'by the state of California 250-230 and the federal government. Weare committed to an environment in which compliance with rules, regulations, and sound business practices Is woven Into the corporate culture. We accept the responsibility to aggressively self - govern and monitor adherence to the requirements of law and to our Code of Conduct. To the communities we serve: We are committed to honest and respon- sible actions and corporate conduct. We are committed to understanding the particular needs of the communities we serve and providing these communi- ties quality, cost-effective healthcare. We realize as an.organization that we have a responsibility to help those in need. We proudly support charitable contributions and events In the communities we serve in an effort to promote good will and further good causes. 7*0MIt, 4S iN�m�g 94raF��� i ",iNQ C4gOlN�� "OK7tnL��t',' i enmsscu k� .RPOClS� To our suppliers: We are committed to fair competition among prospec- tive suppliers. We encourage our suppliers to adopt their own set of compa- rable ethical principles. 250-231 Quality of Care and Patient Safety Our mission'is to provide high quality, cost-effective healthcare to all of our patients.'We treat all patients with warmth, respect, and dignity and provide care that is both necessary and appropriate: As a general principle, CARE aspires to a standard of excellence for all em- ployem and contractors in the areas of quality of care and patient safety.. This commitment is an obligation of every CARE colleague, which includes .employees; contractors, vendors, managers, directors, owners, and anyone who acts or performs services on behalf of CARE. Accordingly, it is a fundamental principle of being part of CARE that each per- son dedicate himself or herself to achieving the goals described here. In addi- tion, in any circumstance where a CARE colleague has a question about whether the quality or patient safety commitments set forth herein are being fully met, that individual is obligated to raise this concern through appropri- ate channels until it is'satisfactodly addressed and resolved. Such channels include the CARE colleague's supervisor, and If necessary, the CARE Ethics Line or Compliance Officer. Patient Rights We make no distinction in the availability of services or In the care we,provide based on age, gender, disability; race, color, religion, financial classification, or national origin.We recognize and respect the diverse back= grounds and cultures of our pa- tients and make every effort to equip our caregivers with the knowledge and resources to re- spect each patient's cultural heritage and needs. Each patient Is provided with a written statement of patient rights and a no- tice of privacy practices. These statements Include the rights.of a patient*to make decisions regarding medical care, the right to refuse or accept treat- Ment, reatMent, the right to informed decision-making, and. a patient's rights related to 250-232 his or her health Information main- tained by CARE. Such statements con- form to all applicable state and Federal laws, including but not limited to the Health Insurance Portability. and Ac- countability Act of 1996 (hereinafter re- ferred to as HIPAA). We seek to involve patients in all as- pects of their care, including giving con- sent for treatment or transfer and mak- Empathy is patiently and Sincerely seeing the world through the other, person's eyes. Itis not learned in school; it.i�. cultivated' over a lifetime -Allier, Einstein, _ -_ Ing healthcare decisions. As applicable, each patient or patient representa- tive is provided with a clear explanation of care. In the promotion and protec- tion roteation of each patient's rights, each patient and his or her representatives are accorded appropriate confidentiality, privacy, security, advocacy and protec- tive services, opportunity for resolution of complaints, and pastoral care or spiritual care. Patients and, when appropriate, their families are informed about the out- comes of care, treatment and services that have been provided, including un- anticipated outcomes. Patients are also involved as clinically appropriate In resolving dilemmas about care decisions. Patients have the right to refuse care,. treatment, and services in accordance with the law and regulations. . CARE also maintains processes for prompt resolution of patient grievances which include informing patients who to contact regarding grievances and Informing patients regard - Ing the grievance resolu- tion. ILa Patient Information C. 250-233 To the extent possible, we collect information about the patient's medical con- dition, history, medication, and, family Illnesses to Provide quality care. We are also committed to keeping comprehensive medical records that adequately explain and support the need for the services provided. We realize the sensitive nature of this information and are committed to maintaining its confidenti- ality. Consistent with HIPAA and with the California Confidentiality of Medical Infor- mation Act (CMIA), we do not use, disclose or discuss patient -specific information with others unless it is necessary to serve the patient or required by law. CARE colleagues must never use or disclose confidential information that vi- olates the privacy rights of our patients. In accordance with our appropriate access and privacy policies and procedures, which reflect HIPAA and CIVIIA requirements, no CARE colleague, affiliated healthcare providers, or other healthcare partner has a right to any patient information other than that nec- essary to perform his or her job. Subject only to emergency exceptions, pa- tients can expect their privacy will be protected and patient specific infor- mation Will be released only to persons authorized by law or by the patient's written authorization. Healthcare Providers Working for CARE As set forth in our Fundamental Commitments, CARE is committed to provid- Ing a work environment for paramedics, emergency medical technicians, nurses, and other licensed or credentialed providers who provide medical care on behalf of CARE that is excellent In all respects. We encourage mem- bers of our medical staff to be familiar with this Code of Conduct. There are many portions of this Code of Con- duct that pertain to ethical or legal obligations of medi- cal providers, and this docu- ment is likely to be a helpful summary of those obliga- tions for our medical staff members. 9 250-234 Interactions with Hospitals, Physicians, and Other'Potential Referral Sources Federal and state laws and regulations govern CARE's relationship with hospitals, physicians, and any other individuals or entities who may refer patients to CARE. The applicable Federal laws'lnclude the Anti:Kickback Law and the Stark Law (applicable to physiclans refer- rals). Any payment that can be considered a kickback is prohibited. Additional information about these laws Is set forth in the CARE Compliance Policies and Proce- dures. It Is Important that those CARE colleagues who interact with hospitals, physicians, and other potential referral sources are aware of the requirements of the laws, regulations, and policies that address relation- ships between CARE and potential referral sources. If relationships with hospitals, physicians, and other potential'referral sources are properly structured, but not diligently administered, failure to ad- minister the arrangements as agreed may result in violations of the law. Any arrangement with a hospital, physician, or other potential referral source must be structured to ensure compliance with legal requirements, our poli- cies and procedures, and with any operational guidance that has been Is- sued..Most arrangements must be in writing and approved by CARE's CEO. Fallure to meet all requirements of these laws and regulations can result in serious consequences for CARE. For more information, see the CARE Com_- pilance'Policles and Procedures. Keeping in mind that it is essential to be familiar with the laws, regulations, and policies that govern CARE's Interactions with physicians and other poten- tial. referral sources, two overarching principles govern our interactions with all potential referral sources: • CARE does not pay for referrals. We accept patient referrals and ad- missions based solely on the patient's medical needs and our ability to render the needed services. We do not pay or offer to pay anyone— colleagues, physicians, or other persons or entities — for referral of pa- tients: • CARE does not accept payments for any referrals we make. No CARE ao 250-235 colleague, or any other person acting on behalf of the organization is permitted to solicit or receive anything of value, directly or indirectly, 'including loans, rebates, or services, in exchange for the referral of pa- tients. Similarly, when making patient referrals to another healthcare provider, we do not take into account the volume or value of referrals that the provider has made (or may make) to us. For additional information, consult the CARE Compliance Policies and Proce- dures. Any referral or pattern of referrals that is questionable should be brought to the attention of the Compliance Of- ficer immediately. �•-- - Legal and Regulatory Compliance CARE provides healthcare services pursuant to ,i� „i �,vyvtbil appropriate Federal, California, and local laws i and regulations, and the conditions of participa- tion for Federal healthcare programs. Such laws, regulations, and conditions of participation may include, but are not limited to, subjects such as licenses, permits, accreditation, access to treatment, consent to treatment, medical record-keeping, access to medical records and confidentiality, patients' rights, research, corporate practice of medicine restrictions, and Medicare and Medicaid program requirements. The organization Is subject to numer- ous other laws in addition to these healthcare laws, regulations, and the con- ditions of participation. We have developed policies and procedures to address many legal and regu- latory requirements. However, it is impractical to develop policies and;proce- dures that encompass the full body ' of applicable law and regulation. Ob- viously, those laws and regulations not covered in organization policies and procedures must be followed. �o Anyone aware of violations or sus pected violations of laws, regula- r tions, the conditions of participation, or CARE policies and procedures must report them immediately to.a ,- supervisor, or to CARE's Human Re= 250-236 sources Director, Compliance ,Officer, or the _Ethics Line Surveys and Accredltatlons From timeAo-time, government agencies, accreditation agencies, and other entities conduct surveys in our facility. We respond with openness and accu- rate information. In preparation for or during a survey or inspection, CARE colleagues must never conceal, destroy, or alter any documents; tie; or make misleading statements to the agency representative. Colleagues also must never attempt to cause another colleague to'fail to provide accurate infor- mation or obstruct, mislead, or delay the communication of :information or records relating to a possible violation of law. Business and Financial Information Accuracy, Retention, and Disposal of Documents and Records. Each CARE colleague is responsible for the integrity and accuracy of our or- ganization's documents and records, not only to comply with regulatory and legal requirements but also to ensurexecords are available to support our business practices and ac- tions. No one may alter or falsify information on any record or document. Records must never be de- stroyed in an effort to deny. governmental authorities that which may be relevant to a government Investi- gation. Medical and business documents and records are retained in accordance with the law and our record retention policy, which Includes comprehensive retention schedules. For retention schedules, seethe CARE Compliance Poli- cles and Procedures. Medical and business documents. include paper documents such.asaetters and memos, computer-based information such as e-mail or computer files on disk or tape, and any other medium that contains information aboutthe organization or Its business activities. It is important to retain and destroy records only according to our polices and procedures. CARE colleagues must not tamper with records. No one may remove or de- stroy records prior to the specified date without first obtaining permission as outlined in the CARE records management policy. Finally, under no circum - 12 250-237 stances may a CARE colleague use patient, colleague or any other individu- al's or entity's information for his or her personal benefit (e.g., to perpetrate identity theft). Coding and Billing for Services — CARE bears a great responsibility to the.public to accu- rately bill for services. Only those services that are. medically necessary and properly authorized, ordered, and performed will be billed. We have implemented i policies, procedures and systems to facilitate accurate billing to government payers, commercial Insurance : payers, and patients. These policies, procedures, and " systems conform to pertinent Federal and state laws and regulations. We prohibit any colleague or agent of CARE from knowingly presenting or causing to be presented claims for pay- ment or approval which are false, fictitious, or fraudulent, or from retaining any funds to which the person or CARE Is not entitled beyond the refund deadline. For additional information, see the CARE Compliance Policies and Procedures. In support of accurate billing, medical records must provide reliable, accu- rate, and timely documentation of the services we render. It is important that all individuals who contribute to medical records provide accurate infor- mation and do not destroy any information considered part of the official medical record. Any subcontractors engaged to perform billing or coding services are ex- pected to have the necessary skills, quality control processes, systems, and appropriate procedures to ensure all billings for government and.commercial insurance programs are accurate and complete. CARE requires such entitles to have their own ethics and compliance programs and code of conduct or to adopt CARE's�� code as their own. In addition, third -party billing entities, con- _NEW tractors, and preferred vendors !!!T� under contract consideration must be approved consistent with CARE's cor- porate policy on this subject. 13 250-238 For coding and billing questions; please contact the. CARE Billing DepaFtment or'refer to the Compliance Policies and Procedures. if at any time you suspect that services are not being billed accurately, please'no- tify a supervisor or the Compliance Officer Immediate- ly. Confidential Information The term "confidential information" refers to proprietary information about CARE's strategies and operations as well as patient information and third party Information. Improper use or disclosure of confidential Information could violate legal and ethical obligations. CARE colleagues may use confi- dential information only to perform their job responsibilities and.shall not share such Information with others unless the Individuals and/or entities have a legitimate need to know the information in order to perform their. spe- cific job duties or carry out a contractual business relationship;• provided dis- closure is not prohibited by law or regulation. Confidential information covers virtually anything'related to CARE's opera - .tions that is not publicly known, such as personnel data maintained by CARE; patient lists and clinical information; patient financial information; pass- words;.pricing and cost data;.financial data; details regarding.Fedeial,'state, and local tax examinations of CARE; research data; strategic plans; market- ing strategies and techniques; supplier and subcontractor Information; and proprietary computer software. In order to maintain the confidentiality and integrity of patient and confidential information, such information should be sent through the Internet only in accordance with information security poli- cies and standards, which require, among other things, that the individual and/or entity be validated and the information be encrypted. Use of d_ ue care and due diligence is required to maintain'the confidentiality, availability and integrity of information assets that CARE owns or of which It is.the custodian. Because so much of our clinical and business information is. generated and contained within our computer systems; itis essential that each CARE colleague protect our computer systems and the information contained in them by not sharing passwords and by reviewing and adhering to our infor- mation security policies and guidance. 14 250-239 If an Individual's employment or.contractual relationship with CARE ends for any reason, the individual is still.bound to maintain the confidentiality of in- formation viewed, received or used during the employment or contractual business relationship with CARE. This provision does not restrict the right of a colleague to disclose, if he or she wishes, Information about his or her own compensation, benefits, or terms and conditions of employment. Copies of confidential information in an employee's or contractor's possession shall be left with CARE at the end of the employment or contractual relationship. Electronic Media and Security Requirements All communications systems, Including but not limited to computers, elec- tronic mail, Internet access, telephones, personal data assistants, communi- cation devices, and voice mail, are the property of CARE and are to be used primarily for business purposes in accordance with electronic communica- tions policies and standards. Limited reasonable personal use of CARE com- munications systems is permitted; however, users should assume these com- munications are not private. Users of computer and telephonic systems should presume no expectation of privacy in anything they create, store, send, or receive on the computer and telephonic systems, and CARE reserves the right to monitor and/or access communications usage and content con- sistent with CARE policies and procedures. Colleagues may not use internal communication channels or access to the Internet at work to post, store, transmit, download, or distribute any threaten- ing materials; knowingly, recklessly, or maliciously false materials; obscene materials; or anything constituting or encouraging a criminal offense, giving rise to civil liability, or otherwise violating any laws. Also, these channels of communication may not be used to send chain letters, personal broadcast messages, or copyrighted documents that are not authorized for reproduc- tion. CARE colleagues who abuse our communications systems or use them excessively for non -business purposes may lose these privileges and be suti- ject to disciplinary action as set forth in the CARE Compliance Policies and Procedures. IE 250-240 CARE colleagues shall comply with CARE's security policies governing use of Information systems. Only assigned user IN and passwords shall be used.. 'Passwords shall never be shared or disclosed. Colleagues shall never use tools or techniques to break or exploit CARE information.security measures, or those used by other companies or Individuals. CARE information systems shall not be used to access inappropriate or prohibited websites. Financial.Reporting and Records. CARE has established and maintains a high standard of accuracy and com- pleteness in documenting, maintaining and reporting financial information. This information serves as a basis for managing -our business and is im- portant in meeting our obligations to patlents, colleagues, suppliers, and oth- ers. It is also necessary for compliance with tax and finan- cial reporting requirements. To lmowl ' All financial information must reflect actual transactions what igs and conform to generally -accepted accounting principles. n , t ahi l All funds or assets must be properly recorded in the books . 'I?Qt'tU?40it and records of CARE. The organization maintains a system of Internal controls to provide reasonable assurances that *Sale"WOIst all.transactions are executed in accordance with manage-,- COWardiCr;. ment's authorization and are recorded in a proper manner so as to maintain accountability of the organization's as- sets. 0011 , �C111S Anyone having concerns regarding questionable account- ing or auditing matters should report such matters to by calling the CARE Ethics Line (714288-3958) or calling the CARE Compliance Officer. Workplace Conduct and Employment Practices Conflict of Interest A conflict of interest may occur if a CARE colleague's outside activities; per- sonal financial interests, or other personal interests influence or appear to Influence his or her ability to make objective decisions in the course of the colleague's job responsibilities. A conflict of interest may also exist if the de- mands of any outside activities hinder or distract a colleague from the perfor- mance of his or her job or cause the Individual to use CARE resources for oth- I6 250-241 er than CARE purposes. CARE colleagues are obligated to ensure they remain free of conflicts of interest in the performance CARE. of 1heir responsibilities at In particular, clinical decisions will be made without regard to compensation or financial risk to CARE leaders, managers, clini cal staff, or licensed, independent practitioners. If any CARE colleague has any question about Whether an outside activity or personal interest Aq might constitute a conflict of interest, he or she must obtain the written approval of his or her su- pervisor before pursuing the activity or obtaining or retaining the Interest. Storing and Dispensing Controlled Substances Some CARE colleagues routinely have access to prescription drugs, con- trolled substances, and other medical supplies. Many of these substances are governed and monitored by specific regulatory organizations and must be administered by physician order only. Prescription and controlled medica= tions and supplies must be handled properly and only by authorized individu- als to minimize risks to .us and to patients. If an individual becomes aware of inadequate security of drugs or controlled substances or the diversion of drugs from the organization, the incident must be reported immediately. Copyrights CARE colleagues may only copy and/or use copyrighted materials pursuant to the organization's policy on such matters. Diversity and Equal Employment'Opportunity e- CARE actively promotes diversity In its Work- force at all levels of the organization. We are committed to providing an inclusive work en- vironment where everyone is treated With fairness, dignity, and respect. We will make ourselves accountable to one another for the manner in which we treat one another and 17 250-242 for the manner In Which people around us are treated. We are committed,to recruit and retain a diverse staff reflective of the;patients and communities' We serve. We regard laws, regulations and policies relating to diversity as a minimum standard. We strive to create and maintain a setting In which we celebrate cultural and other differences and consider them strengths of the organization. CARE is an equal opportunity workforce and no one shall discriminate against any indi- vidual with regard to race, color, religion, sex, ethnic origin, religion, age, disability, sexual orientation, or veteran status with respect to anyoffer, or -term or con- dition, of employment. We make reasonable accommodations to the known physical and mental limitations of qualified individuals with disabilities. Harassment and Workplace Violence Each CARE colleague has the right to work in an environment free of harass- ment and disruptive behavior. We do not tolerate harassment'by anyone based on the diverse characteristics or cultural backgrounds of those who work with us: Degrading or hurrilliating jokes, slurs, intimidation; or other har- assing conduct is not acceptable in our workplace. Sexual harassment is prohibited. This prohibition includes unwelcome sexual advances or requests for sexual favors in conjunction with employment deci- sions. Moreover, verbal or physical conduct of a sexual nature that'interferes 'with an Individual's work performance or creates an intimidating; hostile, or offensive work environment has no place at CARE. Harassment also includes Incidents of workplace vlolerlce. Workplace vio- lence includes robbery and other commercial crimes, threats, stalking, vio- lence directed at CARE or its employees or patients, � t SAFETY IS EVERYBODY'S ' JOB terrorism, and hate crimes committed by current_ or former colleagues. CARE colleagues Who observe or experience any form of discrimination, harassment or violence should report the incident to their supervisor, the Hut 18 250-243 man Resources Director, a member of management, the Compliance Officer, or the Ethics line (714-288-3958) Health and Safety All CARE facilities and vehicles comply with all government regulations and rules, CARE policies, and required fa- cility practices that promote the pro- tection of workplace health and safe- ty. Our policies have been developed to protect our colleagues from poten- tial workplace'hazards. CARE col- leagues must become familiar with and understand how these policies apply to their specific job responsibil- ities and seek advice from their su- pervisor or other member of man- agement whenever they have a ques- tion or concern. It is important that each colleague immediately advise his or her supervisor or other member of management of any serious workplace injury or any situation presenting a danger of injury so timely corrective ac- tion may be taken to resolve the issue. Ineligible Persons CARE does not contract with, employ, or bill for services rendered by an indi- vidual or entity that is excluded or ineligible to participate in Federal healthcare programs; suspended or debarred from Federal government con- tracts; or has been convicted of a criminal offense related to the provision of healthcare Items or services and has not been reinstated in a Federal healthcare program after a period of exclusion, suspension, debarment, or ineligibility, provided that we are aware of such criminal offense. We routinely search the Department of Health and Human Services' Office of Inspector General and General Services Administration's lists of such exclud- ed and ineligible persons. The CARE Compliance Policies and Procedures ad- dress the procedures for timely and thorough review of such lists and appro- priate enforcement actions. CARE colleagues, vendors, independent contractors, and health care practi- 19 250-244 tioners who provide services on behalf of CARE are required to report to.us. if they become excluded, debarred, or ineligible to participate in Federal healthcare programs; or have been convicted of a criminal offense related to the provision of healthcare Items or services. .License and Certification Renewals CARE colleagues, individuals retained as Independent contractors, and health care practitioners in.positions which require professional licenses, cer- tifications, or other credentials are responsible for maintaining the current status of their credentials and shall comply at all times with Federal and state requirements applicable to their respective disciplines. To assure com- pliance, CARE requires evidence .of the individual having a current dicense,or credential status. For additional information, see the CARE Compliance Poli- cies and Procedures. CARE does not allow any colleague, independent contractor or privileged practitioner to work without valid, current licenses or credentials. 1. Personal Use of CARE Resources It is the responsibility of each CARE colleague to preserve our organization's assets including time, materials, supplies, equipment, and information. Or- ganization assets are to be maintained for business-related. purposes. As a general rule, the.personal use of any CARE asset without prior supervisory approval Is prohibited. The occasional use of items, such as copying equip- ment or telephones, where the cost to CARE is insignificant, Is permissible. Any community or charitable use of organization resources must be ap- proved in advance by one's supervisor. Any use of organization resources for za 250-245 personal financial gain, unrelated to. the organization's business is pro-, hibited. The assets of individuals and companles'with which we do busi- ness shall be treated with the some respect as the property owned by CARE. For additional information, see the CARE Compliance Policies and Procedures. Relationships Among CARE Colleagues Loyalty means that. I share; k In the normal day-to-day functions of an organi-• COMMA ldG'ah. zation like CARE, there are Issues that arise .. which relate to how people in the organization with YOU'.4W deal with one another. It is Impossible to foresee _ - t11t, regardless' all of these, and many do not. require explicit treatment In a document like this. A few routine= Of, OqV ly arise, however. One involves gift giving among colleagues for cer- differences,, o5e'. tain occasions.'While we wish to avoid any strict - rules, no one should ever feel compelled to give a der,,, ©r' gift to anyone, and any gifts offered or received ; should be appropriate to the circumstances. Shedder,; con�fi�en 3n A lavish gift to anyone in a supervisory role would clearly violate organization policy. Another situa- " One Met1ieris! 'tion, which routinely arises, Is a fund-raising orgpOd' ;dal ,similar effort undertaken by individual col- leagues, in which no one should ever be com- . M -�Y tt1YS=,'Ct)21St2t1C;", pelted to participate. Similarly, if CARE deter-ai d l ' . - , . E ", a ectiWit, mines to support charitable organizations, no col- league should be compelled to contribute to the charitable organization, nor should there be any Me i iriger workplace consequences of such non - participation: Finally, no CARE colleague may give.gifts or rewards for performance by other colleagues or employees based on patient or services volume, e.g., pizza parties, gifts, or other -rewards for performing a specific number of transports or ordering a specific number of services or supplies. Relationships with Subcontractors and Suppliers zi 250-246 CARE,manages its consulting, subcontractor, and supplier relationships in a fair and reasonable manner, free from conflicts of interest and consistent with all applicable laws and good business practices. We promote competi- tive procurement to the maximum extent practicable. Our selection of con- sultants, subcontractors, suppliers, and vendors will be made on the basis of objective criteria including quality, technical excellence, price, delivery, adher- ence to schedules, service, and maintenance of adequate sources of supply. Our purchasing decisions will be made on the -supplier's ability to meet our needs, and not on personal relationships and friendships. We employ the highest ethical standards in business practices In source selection, negotia- tion, determination of contract awards, and the administration of all purchas- ing activities. We comply with contractual obligations not to disclose vendor confidential information unless permitted under the contract or otherwise au- thorized by the vendor. (The subject of Business Courtesies and subcoritrac- tors or suppliers is discussed on pages 23 through 26 of this Code.) Truthful Marketing and Advertising Materials Consistent with laws and regulations that may govern such activities, CARE may use marketing and advertising activities to educate the public, provide information to the community, increase awareness of our services, and to re- cruit colleagues. We present only truthful, fully Informative, and non - deceptive information in these materials and announcements. Substance Abuse and Mental Acuity To protect the interests of our CARE colleagues and pa- tients, we are committed to an alcohol and drug-free work environment. All colleagues must report for work free of the influence of alcohol and illegal drugs. Re- porting to work under the Influence of any illegal drug or alcohol; having,an illegal drug in a colleague's sys- tem; or using, possessing, or selling Illegal drugs while on CARE work time or property may result in immedi- ate termination. We may use drug testing as a means of enforcing this policy. It..is also recognized that individuals may be taking pre- scriptlon or over-the-counter drugs, which could impair'judghient or other skills required in job performance. For this reason, it is requested that em - 22 250-247 ployees report the use of prescription drugs to their supervisors if they are working directly with patients or in a potentially hazardous situation (i.e. op- erating heavy machinery). CARE colleagues with questions about the effect of such medication on their performance or who observe an individual who appears to be impaired In the performance of his or her job must immediate- ly consult with their supervisor. CARE may conduct post -accident and reasonable suspicion drug testing of employees to the extent allowable by law. If CARE chooses to do so, drugs tests will be carefully monitored, conducted in an approved and certified la- boratory, and kept confidential. For additional information, see CARE's Ethics_ and Compliance Policies and Procedures. Firearms, Weapons, and Explosive Devices The use or possession of firearms, weapons, and explosive devices on CARE property violates state law, federal law, and CARE's Policies and Procedures. The only exception to this policy is for law enforcement authorities, who may carry otherwise prohibited devices while on regular duty and In the conduct of their responsibilities. For more information, see CARE's Ethics and Compli- ance Policles and Procedures. Environmental Compliance -- It is CARE's policy to comply with all,environmental laws and regulations as they relate to our, organiza= tion's operations. We act to preserve our natural l_ re- ' _ sources to the full extent reasonably possible. We com- ply with all environmental laws and operate each of our facilities and vehicles with the necessary permits, approvals, and con- trols. We diligently employ the proper procedures to provide a good environ- ment of care and to prevent. pollution. In helping CARE comply with these laws and regulations, all CARE colleagues must understand how job duties may impact the environment, adhere to all requirements for the proper handling of hazardous materials, and Imme& ately alert supervisors to any situation regarding the discharge of a hazard- ous substance, Improper disposal of hazardous and medical waste, or any situation which maybe potentially damaging to the environment. 23 250-248 Business Courtesies This part of the Code of Conduct should not be considered in any way as an encouragement to ' P,p make, solicit, or receive any type of entertain- ment or gift. For clarity purposes, please note that these limitations govern activities with those outside of CARE. This section does not pertain to actions between CARE and its colleagues or actions among CARE colleagues themselves. (See "Relationships Among CARE Colleagues" on pages 20 through 21 of this Code.) Extending Business Courtesies and Tokens of Appreciation to Potential Re- ferrel Sources Any entertainment, gift or token of apprecia- tion involving hospital employees, physicians or other persons and entities who are in a position to refer patients to CARE must com- ply with CARE's policies, which have been developed consistent with -Federal laws; reg- ulations, eg ulations, and rules regarding these practie- es. CARE colleagues must consult such CARE Compliance Policies and Procedures prior to extending any business courtesy or token of appreciation to a poten- tial referral source. In general, a CARE employee. may extend business cour- tesies to a potential referral source and his or her immediate family provided that the total value of such business courtesies does not exceed $355 per calendar year. Receiving Business Courtesies: We recognize there will be times when a current or,potential business associ- ate, Including a potential referral source, may extend an Invitation to attend a ;social event in order to further develop a business relationship. A CARE colleague may accept such invitations, provided: (1) the cost assocl- ated with such an event is _reasonable and appropriate, which, as a general 24 250-249 rule; means the cost will not:exceed $100 per per= son; (2) no expense Is Incurred for any travel costs (other than in a vehicle owned privately or by the 'host entity) or overnight lodging; and (3) such events are infrequent. The limitations of this sec- tion do not apply to business meetings at which food (Including meals) may be provided. Prior to ac- cepting invitations'to training and educational op- portunities that include travel and overnight ac- commodations at reduced or no cost to a colleague or CARE, consult our•policies and seek appropriate approvals. CARE colleagues may accept unsolicited gifts with a total value of $25 or less in any one year from any individual or organization.who'has:a business relationship with CARE. For purposes of this paragraph, physicians who make_ referrals to CARE are considered to have such a relationship. 'Perishable or consumable gifts given to a CARE department or group are not subject to ariy specific limitation: CARE colleagues may never accept cash or financial inr struments (e.g., checks, stocks). Finally, under no,ciicurrrstances may a CARE colleague solicit a gift. Extending Business Courtesies to Non -referral Sources No portion of this section, "Extending Business Courtesies to Non:referral Sources;" applies to any Individual who makes, or is Ina position.to make, referrals to CARE. Such business courtesies are addressed in the Extending Business Courtesies and Tokens of Appreclation'to Potential Referral Sources section on page 24 of this Code,,and in the CARE Compliance Policies and Procedures. Meals and Entertainment. There may times when a CARE colleague;wish•- es to extend to a current.or•potential business associate (otherthan some- one who maybe in a position to make a patient referral) an invitation to at- tend a social :event'(e g., reception, meal, sporting event, ortheatriical event) to further or develop a business relationship. The purpose of the entertain- ment must never be to induce any favorable business action. During these events, topics of.a business nature must be discussed and the host must be present. These events must not include expenses paid, for any travel casts .(other than in a vehicle owned, privately or by the host entity) or overnight 2s 250-250 lodging, The cost associated with such -an event� We can t'SO1V6"" : must be reasonable and appropriateAs a general rule, this means the cost will not exceed $100 per "problems by"usm person. Moreover, such business entertainment the same kind of"" with respect to any particular individual must be. tll?g. weused; Infrequent, which, as a general rule, means not more than four times per year.. When We CrelteCh Consult CARE policies,for events that are ex- them, pected to exceed $100 or were not expected to but inadvertently do exceed $100. The policies re- EIIIStelYl 'quire establishing the business necessity and ap. propriateness of the proposed entertainment. Un- der no circumstances will CARE'sanction any business entertainment that 'might be.considered lavish or in questionable taste. Departures from the $100 guideline are highly discouraged. Sponsoring Business Events. Also, CARE may sponsor events with a WOO - mate business purpose. If such events are for business purposes, reasona- ble and appropriate meals and entertainment may, be offered. In addition, transportation and lodging can be paid for. However, all elements of such events, including these courtesy elements, must be consistent with the CARE Compliance Policies and Procedures.. Gifts. It is critical to avoid the appearance.of impropriety when giving gifts to Individuals who do business or are seeking to do business with CARE .We will ,never use gifts or other incentives to improperly influence relationships or business outcomes. In order to avoid embarrassment, an effort should be Made to ensure that any gift we extend meets the business conduct stando ards of the recipient's organization. Gifts to non -referral sources who are not government employees must not exceed $50 per year,per recipient. A CARE colleague or facility may give gift certificates,,but may never give cash -or fi- nancial instruments (e.g , checks, stocks). CARE's policy on business courte- sles.permits, occasional exceptions to the $50 limit to recognize the efforts of those who have spent meaningful amounts of volunteer time on behalf of CARE. Federal and state governments have strict rules and laws regarding gifts,. meals, and other business courtesies for their employees: CARE does not provide any gifts, entertainment, meals, or anything else of value to any,em- 26 250-251 ployee of the Executive Branch of the Federal government, except for minor refreshments in connection with business discussions or promotional Items with the CARE or facility logo valued at no more than $10. With regard to gifts, meals, and other business courtesies involving any other category of government official or employee, colleagues must determine the particular rules applying to any such person and carefully follow them. For additional infor- mation, see the CARE Compliance Policies and Proce- dures. Government Relations and Political Activities The organization and its representatives comply with all Federal, state, and local laws governing participation in government relations and political activities. Further, CARE funds or resources are not contributed directly to individual political campaigns, po- litical parties, or other organizations which Intend to use the funds primarily for political campaign objectives. Organization re- sources include financial and non-financial donations such as using work time and telephones to solicit for a political cause or candidate or the loaning of CARE property for use in the political campaign. The conduct of any political action committee is to be consistent with relevant laws and regulations. In addition, political action committees associated with the organization select candidates to support based on the overall ability of the candidate to render meaningful public service. The organization does not select can- didates to support as a reflection of expected sup- port of the candidate on any specific.issue. CARE engages in public policy debate only In a lim- ited number of instances where it has special exper- tise that can inform the public policy formulation process. When CARE is directly impacted by public policy decisions, it may provide relevant, factual in- formation about the impact of such decisions on the private sector. In articulating positions, CARE only 27 250-252 The. fine, is'always right_ to: do;,what'is right. Martin_ Lutfier King, Jr. takes positions that it believes cab be shown to be In the larger public interest. CARE encourages We are -what we trade and tribal associations with which It Is as- repeatedly d0: sooiated to do the same. Excellence,, then, It Is importantto separate personal and corpo- iS 110.t all+aC,,blit :a' rate political activities'in order to comply with the appropriate rules and regulations relating to lob- habit. bying or attempting to influence government oM cials. No use of CARE resources, including a -mail, Axi§i tlO Is appropriate for personally engaging In political activity. A CARE colleague may, of course, particl- pate in the political process on his or her own time and at his or her own expense. While doing so, ft is important CARE coL leagues not give the impression they are speaking on'behalf of or represent- ing CARE in these activities. Colleagues cannot seek to be reimbursed by CARE for any personal contributions for such purposes.. At times, CARE may ask colleagues to make personal contact with govern- ment officials or to write letters to present our position on specific issues. In addition, it is apart of the role of some CARE management to interface on a regular basis with government officials. If a colleague Is making these com- munications. on behalf of the -organization, he or she must, be certain to be familiar with any regulatory constraints and observe them. The Company's Compliance Program .Program Stricture CARE's Compliance Program islntended.to demonstrate in the clearest pos- sible terms the absolute commitment of the organization to the highest' standards of ethics and compliance. The elemerits.of the program include. setting standards (this Code of Conduct and the CARE Compliance Policies and Procedures), communicating the standards, providing a mechanism .for reporting potential exceptions, monitoring and auditing_ , and maintaining an organizational structure. that supports the furtherance of the program.jEach of these elements is detailed below and in the CARE Compliance Policies and Procedures. These elements are supported at all levels of CARE's organ- ization. Providing direction, guidance and oversight is'the CARE Compliance Officer, 26 250-253 who is responsible for the day-to-day direction and implementation of the Compliance Program. This includes developing resources (including policies and procedures, training programs, and communication tools) for:and provid- ingsupport (including operatingthe Ethics Line, conducting program assess- ment, -and providing advice) to CARE colleagues. Another Important resource who can address is- sues arising out of this'Code. of Conduct is'the.Hu- man Resources Director„ who'Is highlyknowledgea- bie about many of the compliance risk areas de- scribed in this Code of. Conduct that pertain* to em- ployment and the workplace and is responsible.for ensuring compliance with various employment laws. If a concern relates to specific details of an Individ- ual's work situation, rather than larger issues of or- ganizational compliance, the Human Resources Di- rector Is the most appropriate person to contact. in that we promote the concept of management au- tonomy, every effort should be made to resolve workplace conduct and em- ployment practice Issues through the, Individual'ssupervisor or other man- agement personnel. Experience has shown that,this'is an effective and pro- ductive way to deal promptly with these.matters: Setting Standards With respect to our Compliance Program, CARE sets standards.through this Code of Conduct, ethics and compliance policies and procedures and, occa- sionally, through other guidance mechanisms_, such as compliance alerts and advisory memoranda: It is the responsibility of each CARE colleague -to be aware of those policies and.procedures that.pertain to his or.her.work and to follow those policies and procedures. Training and-Communicatlon Comprehensive training and education has been developed by CARE to en- sure that colleagues throughout the•organization are aware of the standards that apply to them. Code of Conduct and Policies and Procedures trainings areconducted at the time an individual.joins1he organization and annually 39 250-254 'for all colleagues. New colleagues must receive compliance training within 30 days of employment. Compliance training in specific areas of compliance risk (e.g., billing, coding) is required of certain individuals. CARE policies out- line the training requirements. Adherence to and support of CARE's Code of Conduct and participation in re- lated activities and training is considered in CARE's decisions regarding hir- ing, promotion, and compensation for all candidates and colleagues_. Compli- ance will be part of each employee's annual performance review. Resources for Guidance and Reporting Concerns To obtain guidance on an ethics or compliance issue or to report a concern, individuals may choose from several options. We encourage the resolution of issues, including human resources -related issues (e.g., payroll, fair treatment and disciplinary Issues) as directly as possible. Colleagues should use the hu- man resources -related problemsoly- ing procedure to resolve such issues. It is an expected good practice, when one is comfortable with it and think it appropriate under the circumstances, to raise concerns first with one's su- pervisor. If.this is uncomfortable or in- appropriate, the individual may dis- cuss the situation with the Human Re- sources Director or another member of management in the organization. Individuals are always free to contact the Ethics Line at (71428&3958) or the HHS OIG Hotline at (800) OIG TIPS. CARE makes every effortto maintain, within the limits of the.law, the confi- dentiality of the identity of any Individual who reports concerns or possible misconduct. There is no retribution or discipline for anyone who reports a concern in good faith. Any colleague who deliberately makes a false accusa- tion with the purpose of harming or retaliating against another colleague is subject to discipline. Personal Obligation to Report CARE is committed to ethical and legal conduct that is compliant with all rel- evant laws and regulations and to correcting wrongdoing wherever it may oc- 30 250-255 cur in the organization. Each CARE colleague has an Individual responsibility for reporting any activityby any colleague, physician, subcontractor, or ven- dor that appears to violate applicable laws, rules; regulations, accreditation standards, standards of medical.practice, Federal healthcare conditions of participation, or this Code. If a matter that poses serious compliance risk to the organization or that Involves a serious Issue of medical necessity, clinical outcomes or patient safety is reported locally, and 'if the reporting individual doubts that the issue, has been given sufficient or appropriate attention, the .individual should report the matter to. higher levels of management or the Ethics Lane until satisfied that the. full importance of the matter has been reo- ognized. There will be no retaliatory disciplinary action taken against an em- ployee who reports any of these concerns to.CARE. Internal Investigations of Reports CARE is committed tolnvestigating all reported concerns promptly and confi- dentially to the extent_ possible. CARE's Compliance Officer coordinates any findings from CARE -led Investigatlons and Immediately recommends correc- tive action or changes that need to be made. We expect all colleagues to co-. operate with Investigation efforts. For additional information, please see CARE's Ethics and Compliance Policies and Procedures regarding the Inter- nal handling of ethics complaints. Corrective Action Hones si,the. Where an internal CARE investigation substantiates a f. . t cba:pOr-"ga reported violation, it Is CARE's policy to initiate correc- ,the, book of tive action, including, as appropriate, making prompt W1SC�t)M restitution of any overpayment amounts, notifying the appropriate governmental agency, instituting whatev- er disciplinary action is necessary, and implementing Thoma& systemic changes to prevent a similar. violation from recurring in the future. For additional information, Jefferson. see CARE's Ethics•and Compliance Policie_ s and Pro- cedures. Disclpline All violators of the Code will be subject to disciplinary action. The precise dis= cipline utilized will depend on the nature, severity; and frequency of the viola- tion and may result in any or all of the following disciplinary actions,in-any '31 250-256 order: • Oral warning; • .Written warning; • Loss of certain privileges and duties; • Suspension, • Termination; and/or • Restitution For more information, see CARE's Ethics and Compliance Policies and Procedures regarding disciplinary action. Cooperation with Government Investigations It is CARE's policy to promptly and completely comply with any governmental investigation or request for information. CARE employees will not destroy, alter, or conceal any records or in- formation that has been requested by the gov- ernment. All requests for information shall be in writing and shall be forwarded to CARE's counsel for review before any information is given to the government investigators. if you receive a sub- poena directed at'CARE for documents, com- puters, or records of any kind, please notify your supervisor and :forward the subpoena'to the Compliance officer. It's not what we! -eat but what we `'gest that makes us', strong" not W. 'at vc�e .gain.{ but: what we; save'thatm 'aes*0 rich;; 40f.what;we react' biif what „wee rewemb-errthati- makes� and n°ot What= WE'. p o&ssl but wlwt we practice. ��iat: gLUi svg ntEgeftj!:_ Sir Fraic's: Bacon, Staff will refrain from making public statements about any potential, pend- ing, active, or past government investigation. Failure to comply.with this may violate CARE's responsibility to protect resident confidentiality orprivacy. Measuring Program Effectiveness We are committed to assessing the effectiveness,of our Compliance Pro- gram through various efforts. Much of this effort is provided by CARE's regu- lar internal audits of issues that•have regulatory or compliance implications. 32 250-257 - t` � � 1 �t�'Gsgr oS �� IfII/BULMNCE:SEA1/lGrE.; CARE AMBULANCE SERVICE QUALITY ASSURANCE WED QUALITY IMPROVEMENT PROGRAM Medical Director CEO QA/QI Manager Original: July 1997 Revised: J61y.2007 Revised: January 2008 Revised: October 2009 Revised: September 2010 Revised: October 2012 Revised: March 2014 Revised: May 2017 TABLE OF CONTENTS PAGE Mission Statement 3 Section I Structure and Organization Description 4 Philosophy of Care Ambulance 4 Responsibilities for Oversight 4 Performance Improvement Organizational Chart 4 Integration of the Technical Advisory Group (TAG) 6 Quality Sub -Committee 6 Patients Privacy 7 Scooe of Practice 7 Section II Data Collection and Reporting 7 Selection QI Indicators 7 Current State EMSA Indicators Categodes 7 Manager, Director, Corporate Board or Strategic Planning 8 Incident's and Non -Indicator Trackinq/Fallout Log 8 Current Indicators "Appendix A` 11 Section III Evaluation of System Indicators 11 Analysis 11 Presentation 11 Section IV Action to Improve 12 Notify the Departments and Employees 12 Periodic Review of Discontinued Indicators 13 Section V Training and Education 13 New Employee Training and Orientation 13 _Continuing Education Programs 16 Performance Improvement Action Plans for Field Employees 18 Exceptional Performance 18 _Training Managers Responsibility to the QI Committee 19 Section VI Annual Update 19 Program Review 19 Quality Improvement Program Goals and Objectives 20 LEMSA Specified Requirements 21 250-259 MISSION STATEMENT The continual process of assessing and monitoring individual and system performance, as well as documenting that performance, is the responsibility of quality assurance and quality Improvement. Care Ambulance's Quality Assurance and Quality Improvement Program is predicated on the belief that field personnel are highly skilled medical professionals empowered to make judgments that if not properly executed could have far reaching and serious consequences for patients. It is the goal of Care Ambulance to adopt the standards of patient care and protocols established by the State of California and local EMS agencies as the minimum standard by which we measure our performance. The Care Ambulance Quality Assurance and Quality Improvement Program provides a system which gathers patient care data, analyzes and reviews the data, provides educational and operational feedback to medical personnel and continually audits our performance to assure quality patient care. 250-260 Section l: Structure and Organizational Description PHILOSOPHY OF CARE AMBULANCE Care Ambulance commits itself to quality. patient care and that commitment is evident in the quality of care provided to each and every patient: RESPONSIBILITIES FOR OVERSIGHT The Medical Director will have, significant input and control of the QA/QI -program. The QA/QI Manager shall be the management representative responsible for the day -today monitoring.of the QA/QI process.'The Specialty Care Nurse Managerwill be primary person responsible'for oversight of the Specialty Care Quality Program: Performance Improvement Organizational Chart The QI program/process demonstrates the dissemination of QI information to all participants, (Le.., administration, EMTs, dispatchers, EMS Agencies, base hospitals, training and other,provideragencies.) rsp Med: l We r SpacbFLane7'f� 07emg= I _ R Oka Marap" _ I � I 'P medics 'T(eiNn9Men¢,w gP/01 Specalit rVbs I I vw'_ 250-261 I LEMSA j Si We EMSA j . _.J i I QA/QI INTERFACE WITH LOCAL EMS AGENCY AND STATE EMS AUTHORITY The QA/QI Manager will be responsible for the direct interaction with the local EMS Agency (Orange,l_os Angeles and Riverside County EMS agencies), and will bean active participant in any county.EMS/QI process. Orange, Los Angeles and Riverside County EMS agencies will be known or referred to as EMS agencies (LEMSA) through this document. By cooperating with the local EMS agencies (LEMSA), Care Ambulance Service will make available mutually agreed upon relevant records for program monitoring and :evaluation. QA/QI Manager or his/her designee will be responsible for the following: • Cooperate with the LEMSA in carrying out the responsibilities of the LEMSA's EMS QI Program and participate in the LEMSA Technical Advisory Group. • Cooperate with the LEMSA in the implementation of state required EMS system indicators. • Cooperate with the LEMSA in the implementation of state optional EMS system indicators. • Cooperate -with the local EMS agency in monitoring, collecting data on, and evaluating state required and optional EMS system indicators. • Cooperate with the local EMS agency in monitoring, collecting data on, and evaluating local/regional EMS system indicators. • Cooperate in the re-evaluation and improvement of state and local EMS system indicators. • Develop, monitor, collect data on, and evaluate indicators specific to the EMS provider as needed. • Conduct meetings for internal review of EMS provider information and development of performance improvement plans related to the findings. • Establish a mechanism to receive input from the local EMS agency, other service providers and other EMS system participants for the development of f performance improvement plans. • Assure reasonable availability of EMS QI Program training and in-service education for EMS provider,personnel. • Prepare plans for expanding_ or improving the EMS Provider EMSQI Program. • Participate in meetings and presentations of state and local EMS system information for peer review to local designated advisory groups and other authorized constituents. QUALITY REVIEW COMMITTEE The Quality Review Committee (QI Committee) is a multi -disciplinary group thatvtilizes collective insight to evaluate system issues. The committee will meet a minimum of two times (or more as needed) a year and review audit findings /results regarding ,field care issues, develop indicators, acknowledge performance improvement, and develop action plans for deficiencies. The committee does not determine disciplinary action. The.focus' is to look at "global" system -wide issues. If field care is to be reviewed the employees Who participated in the call are to remain anonymous. The committee will look at issues 250-262 such as policies, procedures, protocols, equipment, skills performance and "clinical indicators. The group can evaluate any issue at the request,of,appropriate individuals. To effective there should be representation from management; the field and dispatch. This is the opportunity for employees to participate in the quality improvement process and truly make a difference. The committee acts as a. resource to the Nursing Manager, Training Manager, QA/QI Manager, Director of Operations; Medical Director; and Corporate Officers. QA/QI Manager will manage"meeting minutes and a sign in sheet for every meeting. The committee meeting may be composed of as few as two members of the committee or as many as the following: Dr. Freddy Sotelo Medical Director Gerardo Melendrez Gerardo Melendrez Training Manager I Nurse Manager Dannie Wurtz Paramedic Coordinator Chris Wilson Dannie Wurtz Nurse Manager I Director of Operations Chris Wilson Manager of QI/QA I Mitch Felde Bill Weston Director -of O erations I Wand RT's Ben Baker Director of Communications Alina Candal, RN, BHS, MICN Mitch Feld_e Director of Human Resources Receiving.Hospital(s) Care Ambulance Division Managers Nicole Norman Care Ambulance EMT's Integration of the Technical Advisory Group (TAG) The TAG assists in the implementation of the quality improvement plan/process and will meet on an ad hoc basis. A committee meeting may be composed_ of as few two_ members of the committee or as many as the following: Dr. Freddy Sotelo I Medical Director Gerardo Melendrez I Training Manager Dannie Wurtz I Nurse Manager Dannie Wurtz Paramedic Coordinator Chris Wilson Manager of QI/QA Bill Weston Director of Operations Ben Baker Director of Communications Mitch Felde Director of. Human Resources I- Care Ambulance I Wand RT's Care Ambulance I EMT's Alina Candal, RN, BHS, MICN I PIH Health Base Hospital Designated Rep Receiving.Hospital(s) Vicki Sweet, MSN, EN, MICN, Local EMS Agency Nicole Norman LA County Fire Department Quality Sub -Committee QI Sub -Committee 'is an ad-hoc developed by the by. Quality Committee :or by the TAG for the purpose of finding a solution to a specific improvement need: The Sub - 250 -263 Committee may be comprised of personnel from previously stated bodies, company departments or may include consultants or experts from, other agencies as needed. Each Sub -Committee will be assigned only one specified project and be disbanded on completion. The Sub -Committee will be chaired by a member of the Quality Committee., Patients Privac All QI Committee, Sub_Committee and TAG Meetings will follow strict patient privacy guidelines under Care Ambulance Service:HIPAA'Polic.y ralck USA'Corpora_ to Ethics & Compliance Programarid Falck ;USA Employee Handbook.: scbPE OF PRACTICE .All Care Ambulance employees asslgned.to a specific county will follow.thetocal scope• of practice. Care Ambulance Service only provides Basic Life Support'(BLS), Advanced' Life Support (Paramedic) and'Critical Care Nurse?ransport (SCT) Services. As part of the scope, of practice every field 'care provider fully understands the standard of care for every patient they contact. Standard =and and scope of practice are both areas that are reviewed during continuing education classes. Section ll: Data Collection and Reooitin4 SELECTION QI INDICATORS The selection of QI Indicators is a key component to the entire,process.• The system:is only as good as each of its components. There are eight (8) required indicators . categories determihed.by the state. Current State EMSA Indicators Categories Care Ambulance Service current indicators -will be attached_ to,Append_ ix A of the QI Plan using the indicator detail sheets. (t) Personnel (2) Equipment and Supplies (3) Documentation (4) Clinical Care and Patient Outcome (5) Skills Maintenance/Competency, (6) Transportation/Facilities (7) Public Education and Prevention (8) Risk Management (9) A County required indicator or special study. 250-264 To determine or to assist in developing an indicator using the eight (8) categories above, the Manager of QA/QI will present to Quality Review Committee the information from the following: Manager, Director, Corporate Board or Strategic Planning Information or issues during a meeting of Company Managers, Directors or Corporate Board members that are forward to the Quality Review Committee for consideration of tracking as an indictor. Incidents and Non=indicator Tracking/Fallout Log .Incident reports may be used for a variety of circumstances, and not only #or negative situations. An incident report may be initiated to simply identify a situation that warrants attention. The report creates a "paper trail" that can allow'a situation to be monitored and tracked. Below are some examples of when an incident report might,be Initiated: • Unexpected Clinical Event • Equipment Failure • Delayed Response • Protocol Variance • Extenuating Circumstances Vehicle Accidents • Customer Dissatisfaction • Deviation of Destination Guidelines_ • Exceptional Performance Incident reports are normally routed through the Division Manager or Operations Manager. The Operations' Manager will forward to Quality Improvement any situations With patient care implications. These may be positive or negative. The Quality` Improvement Department will document the incident In the non -indictor tracking log and present the findings to Quality Review Committee. Quality Review Committee Development of Standardized EMS Indicators The.Process The primary QI tool is the standardized EMS quality indicator. Methods for developing and using the indicators to measure EMS system performance are described in the following steps: STEP 1. Asking the Questions ■ Gather all committee.members together and have. the Manager of QA/QI present feedback from the management meetings and the incident tracking logs. Use a brainstorming session with the group find out what questions they have regarding the issues. Clearly state the purpose of the brainstorming a 250-265 session. Take a tum, in sequence, around.the entire group. Do not. criticize or discuss any ideas. Record each question carefully. Distributing a survey ca also facilitate this step. Clarify the brainstorming questions antl make sure everyone understands all the items. Categorize the questions based upon related subject matEer and/or discipline 'Prioritize or rank the questions based upon the level of 1mportance to Committee members. .If possible, _narrow the list of questions by eliminating any duplication or questions which may be too complex or off limits i.e:; finances, working conditions, etc. STEP 2. Defining the Quality.lndicator Begin by clearly stating the question to be answered. Stratify the question (break down) into steps identifying the structures (who, what, ;Where) and the`actiVities (how), which lead to, the outcome, that will be measured. 'STEP 3. Develop the Quality Indicator Standardize how the information will be gathered, !and define the'following • Population (inclusion.criteria) • Data numerator • Data denominator • Reporting formula • 'Reported item STEP 4: Collecting the indicatorinformation • Work with technical personnel to design systems which can. capture the data • Develop the easiest and most efficient technology design • Educate all personnel who will be collecting data on the technology and the indicator. This could be QA/QI Specialist, Nurse Manager.or the Manager of QA/QI. • Issue the "step by step - how.to memo" information in writing and explain the indicator process • Provide resource & contact point for FAQ's and troubleshooting STEP 5: Organizing the Data into Indicator Format • Assure all data submissions have been received and checked • Identify and segregate data, by indicator or sub -indicators • Reference the indicator to identify details such as denominators and numerators • Perform tests as defined previously by the indicator • Summarize and organize,all results • Prepare data for presentation • Perform appropriate tests and measurements of central tendencies • If appropriate -aggregate and blind the data • Select and prepare appropriate presentation format (Charts, graphs, check sheet, diagram) • Select appropriate, presentation, medium (slide, overhead; document) 250-266 STEP 6: Present and Evaluate the'Indicator This step also gives participants the opportunity to evaluate the credibility of the data; and. the meaning of the results. It is very important that all participants do their. homework by reviewing the preliminary results. prior to. the presentation. Participants. should receive preliminary" reports well ahead of the scheduled evaluation meeting date. It is at this step in the process where participants will have to make a collective decision; the•decision whether to acfor not to act on the answer. Present data • The data will be presented to. QI Committee . 'Directors • Medical Director • Corporate`Board • Employee's • Schedule presentation date and time • Assure all participants can attend presentation • Issue report, date, time and location of report presentation • Present report to consortium with project Question Answer statement from Steps 1 &2 • Present report to consortium with project 'indicators/measurements • Present relevant list of benchmarks from past, projects & published studies_ • Identify any data collection or analysis problems • Provide consultation regarding data indicators during meeting • Assure that all participants have had an opportunity to "review the results prior to presentation. Assure that all pertinent information has been presented • Evaluate Data 1. Assure that all participants understand the presented information 2. Does the data suffice to answer the proposed questions? 3. Is the.data presented in a( format that is understood? 4. Is the data and results reasonably believable? 5. Is the answer (data) within, an acceptable performance range? 6. Does the answer (data) demonstrate that action to improve performance is wartanted? STEP 7: Acting to Improve the Indicator ■ Assure all participants have opportunity for input • Review results and evaluation process • Identify reasons forimprovement • Identify and verify,root causes.or need for improvement • Brainstorm potential performance improvement -action plans ■ Reduce & select performance improvement -action plan • Decide whether performance improvement -action plan is short term • (60 days -rapid cycle model) or longer (over 60 days -traditional model) • Create a performance improvement - action plan with specific steps identifying who, what,.how:and-When they will occur. • Elect a performance improvement project leader Schedule,performance improvement plan Implement performance improvement plan with appropriate schedule STEP 8: -Checking foe Improvement !10 250-267 • Set'a target date for re-evaluation Repeat steps 1 -8 . • Obtain'consensus from participants,(QI Committee, CEO and Directors) for sharing results Identify Authors.and associated participants Draft final. publication document • Resubmit"to group for final approval 'e. IPuhlish document. Current Indicators:. Detailed explanation of indicators will be found in the back:of this plan in Appendix A Section III: Evaluation of System, Indicators Analysis Care Ambulance Service uses a monthly trending ahalysis tool that uses percentages. Each quarter there is an m area for sumarizing findings,,tiends identified; effectiveness Of previous actions and corrective actions. The data is gathered by the Managerof. QA/QI or QA/QI Specialist. The Nurse, Manage_ r may also be asked to, gather data for the trending tool. Presentation This information will be presented to the QI Committee with the trending analysis tools and any raw data twice a_year. Trending Tool Flow Chart Line Chart Pie. Graph Utilizing the processes outlined in Appendix F. of the EMS System'Quality Improvement Program Model Guidelines, the QI Committee will meet at'least twice a year -to evaluate and discuss the data provided by the Manager of QAlQI according to the following agenda: 1. Review of prior meeting action items. 2. Presentation of indicators and results/trends. a. For each h indicator that the committee reviews, the following process will be failowed: I. Identify the objectives of the evaluation. II. Present indicators and related EMS information III. Compare,performance with goal&or benchmarks IV. Discuss performarice with peers/colleagues V. Determine whether improvement or.further e_ valuation'is required.. VI. Establish plan based upon decision VII. Assign responsibility for,post-decision action plan 3..Examine'correlations between/among trends. 4. Acknowledgement of,positive trends; discussion of _unsatisfactory trends. - 250 -268 5. Receive report's from Quality Sub -Committee, if any. 6. Discuss changes needed to indicators. 7: Recommend the chartering of Quality Sub -Committee, if any. 8. Provide input to the QI Cornmittee,from the Strategic Plan, 9. Summarize action items identified at'this meeting. 10. Recommend training/educational ,needs. 11. Evaluabon'of the meeting. Section IV: Action to'Improve A. Once a need for improvement in performance has been identified by the TAG, Care Ambulance Service will be utilizing the FOCUS-PDSA model for performance improvement.'FOCUS-PDSA iinvolves the following steps: 1.. Find a process to improve _ the TAG will identify improvement needs: 2. Organize a team that knows the process — the QI Committee will form QI Sub-Committee(s) as needed and.review process documents.. 3. Clarify currentknowledge of the process - review indicator trends relevantto the process, collect, other information 4. Understand causes of process variation utilizing tools such as fishbone diagrams, .Pareto.analyses, etc. 5. Select process improvement to reduce or eliminate cause(s). 6. Plan — State objective of the test, make predictions, Develop plan to carry out the test (who, what where, when) 7. Do - Carry out the test, document problems and unexpected observations, begin analysis of the data 13. Study - Complete the analysis of the data, compare the test'data to predictions, and summarize what was learned 9. Act - What changes are to be institutionalized? :What will be the objective of the next cycle? What, if any, re-education or training is needed to effect the changes? Once a Performance Improvement Plan has been implemented, the fesults:of the improvement plan will be measured.. Changes to the system willbe standardized and/or integrated.'A plan for monitoring future activities will be established. B. During its Bi -Annual or other meetings, the QI Committee will identify` indicators that signal a need for improvement and make recommendations for chartering a QI �Sub- Committee, if needed. The QI Committee will select members and charter the Task_ Force with a specific objective for1mprovement. Each Task Force will use the; FOCUS-PDSA model to conduct improvement planning and prepare recommendations or a report for review by the QI Committee. The QLCommittee will modify or accept and implement recommendations of the QI Sub -Committee and prepare the report for distribution to the TAG. The QI Committee will -also disband the Quality Task Force at the appropriate time. Notify the Departments and Employees Manager of QAlQI .will put. together a department task force to plan and. implement the indicator under review. If the indicator is_ a clinician documentation improvement issue, 12 250-269 then the Operations and Training Department will implement a plan. This plan may be a. simple memo to the ambulance crews or a CE class. Manager of QA/QI ,will report back to. the QI.Committee with the plan being. implemented. All indicators will be shared with the employees affected by using the.electronic bulletin board system used by Care Ambulance Service. Periodic Review of Discontinued Indicators Manager of QA/QI will review periodically discontinued ;indicators to make sure they meet the standards of the previous study. if they'fail to meet the standards then the discontinued indicator will be brought back to the QI Committee for further evaluation. Section V: Training and Education QI Committee with the direction of the Medical Director'will recommend the appropriate training topics and'in what forum. This will be completed on a bi-annual basses unless' the topic is critical to improve the deficiency, then the QI Committee'will meet as soon_ as possible. If the QI Committee determines that atopic needs to be addressed in a mandatory or annual training class, continuing education or individual training, then the Manager of QA/QI will inform the Training Department. The Training Manager and Manager of QA/Q1 will report back to the QI Committee and the Medical Director with a report on the topic covered and how many employees were trained. This will usually take place at the next scheduled Q1. Committee Meeting. It a policy needs to be changed or corrected because of a recommendation from the QI Committee, then Policy 103 Policy Formulation and Review Approval will be implemented. The Manager of QA/QI will take the recommendations to the Senior Management and the CEO for approval. The policy then will be communicated to the staff using the electronic bulletin board (ePRO), New Hire Training and Annual Mandatory Training. New Employee Training and Orientation Because a new employee's most important learning takes place, and good work habits develop, during the formal training process, Care Ambulance uses a 190=hour organized structure and rigid training format. The Field Training and Evaluation Program (FTEP) is the process in which new hires are trained and evaluated to ensure their maximum potential and opportunity for success as they begin their career with Care Ambulance. The program consists of multiple phases and decision points that will be used to determine how the neiv trainee will proceed. Success is defined when,the'trainee has progressed through the program to a point in which he or she is working independently and is satisfactorily performing according to the Care standard evaluation guidelines.and other performance metrics. The FTEP program begins once the employee has successfully completed the hiring process and has accepted employment with Care Ambulance Service. Phase 0 13 250-270 Phase 0 (zero) is the time between. the conditional job offer and the employee starting the new hire orientation academy. Certain pre -requisites are necessaryfor the trainee to begin prior to their first day in the academy. These are requirements of federal,.state, or local govemrrient and must be completed before the trainee is eligible to work;in the field. Care expects these requirements to be completed prior to starting the academy and is considered part of the conditions for employment. Phase 0 includes ICS'100, ICS 200, IS 700 and IS 800. These courses can be found at FEMA.gov. In addition to the FEMA courses, employees will be required to complete their LA County accreditation class. The employee must also have an Ambulance Driver's License issued by the State of CA; It is expected the Ambulance'Dri-ver's License will be obtained prior to, Day 1 of the academy. If. the employee experiences delays. in processing by the DMV, the employee can complete Phase,1 and Phase_ 2 of the FTEP, but cannot complete Phase 3 until the Ambulance Driver's License is submitted to Care Ambulance. The trainee will complete all courses and submit proof.of" the completed classes on day 1 of,the academy: Phase 7 Phase 1 (one) is the new hire orientation/academy. The goal of the academy into, cover the didactic materiae and physical skills necessary to be successful in the field as an EMS provider for Care Ambulance. The academy will include classroom, ePCR computer skills lab, clinical operational skills labs, and driver training. Trainees will complete Phase 1 when they successfully pass the academy exit exam. The exam will test familiarity with the content of the academy. If the trainee fails the.exam, remedial training may be offered at the discretion of the Training" Manager and the opportunity to retest. The orientation/academy program is taught by our Training Managers with the assistance of the Training Supervisors who maintain's written documentation throughout the process. The Training Supervisors report to the Training Manager who oversees the Training Department. The following is an overview of the areas that are covered in Phase 1 (one)'is the new 'hire orientation/academy: • Company Overview and Introductions • Care Ambulance Service HIP,AA Policy, Falck USA Corporate Ethics & Compllance.Program and Falck'USA Employee�Handbook • Personnel Files (sign required forms and review job description) • Customer Service • Patient Lifting and Movement • Gumey Operations • Equipment Familiarization • Radio Procedures • Assisting the Paramedic • Patient Restraints • CPR /AED • Mapping (Thomas Bro"s. &'District Maps) Orange, Los Angeles and Riverside :Counties ei Quality Improvement ra 250-271 Blood Bomb and Air Bomb- Pathogens • Los Angeles'Cou*...Expanded Scope of Practice 'Orange County Accreditation • 'Orange, Los Angeles and Riverside Counties policies and procedures. • 'Patient Care Documentation Hazardous Materials • Incident Command_ Syste_ m • Drivers Training o Class'Room: Emergency Vehicle.Operators Course National Standard, Curriculum o Closed, Cone Course where, trainees hone their driving ski lls'in a coritrolled environment. Phase Phase 2 (two) is the first experience in the field at Care Ambulance. The trainee is a.3rd person along with a two person EMS team, one of which. is a Field Training Officer. (FTO). This initial two=week phase is'intended to. both train and evaluate the trainee to be a good Care employee. While'this phase is predominantly about training the individual, the trainee will be evaluated each shift according to_the company,approved Standard Evaluation Guidelines (SEGOand documented on the Daily Observation Report. Phase 2 will last two weeks and the trainee will'be trained and evaluated bya minimum of 2 FTO's. Attempts will be made to limit the FTO's to 2, but no more than 4 during this period to provide,some level of consistency for the trainee. The final FTO involved during this phase will either move the trainee on'to Phase 3 or call for a meeting With the Training Manager and Training Supervisor to recommend, an extension of Phase 2, remedial training or termination from the FTEP program. The Training Manager can approve remedial training or one extension of Phase 2, either in whole or impart, not to exceed 2 weeks. If termination is recommended, an HR representative and a Department Director will be involved in making the determination. Phase 3 Once the trainee successfully completes Phase 2, the trainee will move on to Phase 3. Phase' 3 involves,working side_ by side with an FTO as their partner. There is no 3r'd,' person on the vehicle. While Phase 2 focuses on training with some evaluation, Phase 3 focuses on evaluation while continued training. The Phase 3 FTO will.be a different. FTO than Phase 2,and will evaluate the trainee for one week according,to the SEGs..if the trainee achieves a score of 4 or higher on the DOR.and successfully completes the required tasks, the FTO will sign off on trainee to be approved to work with regular. EMT partners without an FTO partner. The trainee will complete an FTEP evaluation and will be eligible to be,placed on thb,regular,schedule. Phase 4 After 90 days working in the _field independently, the trainee will undergo a quality review using the EMT report card. The trainee will meet with the Training Supervisor and Training Manager and review their progress. During the review, administration will determine.if the trainee is.released from the FTEP,Program without restriction or Whether the trainee needs.a performance improvement plan With, remediabtraining and 15 250-272 additional evaluation. If itis determined the trainee is riot responsive to:training, the trainee will be terminated from the program after consultation and approval from HR and a Care Ambulance Director., if the trainee has successfully completed all, -aspects of the program, he or she will be released from the FTEP program and able to work without restriction. The employee will complete a'full F_ TEP evaluation used for.quality improvement. Continuing Education Programs Care Ambulance is approved by the Orange County LEMSA to provide continuing .education for medical professionals in California. and award state -recognized continuing education hours. Care Ambulance Service' has always had a commitrrient to and a reputation for service excellence. This'well deserved reputation can be attributed to the Care Ambulance philosophy that employees are our most important asset. We treat employees as valuable customers and give them the tools to be successful. These tools include training and education, and equip the employee_ toprovide_ exceptional service to external customers. Care Ambulance provides continuing education through a variety of venues, described in detail below., • 'Annual Mandatory Training • On -Line Education • In -House Training • Tailboard_ Training • Classes on Various Topics Field Training Officer Meetings • Conference Attendance • Management. Development • Annual Mandatory Training Annual Mandatory Training is a requirement for all .field employees. Topics such as Blood and Airborne Pathogens,.Emergency Vehicle'Operations, Customer Service, Incident Command System, Hazardous Materials, and Patient Care Documentation are covered. Topics that are discussed in the QI Committee, or the TAG are also instructed during this time. Continuing Education credit is given for those subjects that meet the criteria for CE approval. • On -Line Education Care Ambulance pays for every field employee to be enrolled in the Virtual Solutions Manager (CE Medic) on-line education program. The,prograni is explained to employees in the New Employee Orientation. Each. employee is given their personal password to access the program. • In -House Training There are times when training and education is facilitated in-house by outside providers. Examples of this.are Incident Command System 200.and 300,.EMS Basic Supervisory. 16 250-273 Workshop.(Texas A&M), Sexual Harassment Prevention and Investigation, Terrorism Awareness, and Emergency Medical Dispatch. • Tailboard Training This is a written informative training update that is distributed to field personnel on a regular basis. It Is designed to be a quick, easy read. The Tailboard Training is very effective to address current issues of interest. • Classes on' Various Topics Continuing education classes are offered on a variety of subjects.' Subjects such as Basic EKG Rhythm Recognition,'Pharmacology, and Terrorism Awareness and Response are popular. Many times these classes are facilitated by Registered Nurses from the Care Ambulance Specialty Care Transport Program. • Field Training Officer Meetings Field Training Officer Meetings are held on a bi-monthly basis. This is an opportunity to meet with all Training Officers At the same time. Each meeting has an agenda and,an educational component.,Field Training Officers can then share information.with field employees. Conference Attendance Operations and Training personnel frequently attend EMS conferences. Any personnel that attend conferences are required to share information that was learned with other employees. Information can be shared In Annual Mandatory Training, Continuing Education Classes, Employee Company Meetings, Tallboard Training; or small informal settings with employees.. • Management Development The Care Ambulance Management Team must provide direction, guidance and leadership to field personnel. To accomplish this It is Important that the' Management. Team Is participating in ongoing training.' Managers and Supervisors attend professional conferences and local training sessions. Some of the local training is facilitated by public providers or hospitals. Managers from the Operations and Training departments also participate in Article Review. Article Review involves the.selection of, a business or management article from a relevant source. The article is then distribufed'to all managers for review and preparation for discussion. Two (2) weeks after distribution of .the article the managers share perspectives and insights on the article. These sessions are valuable learning environments allowing individuals to learn from each other and appreciate different perspectives. Ongoing training and education are important in every job. The dynamics of healthcare requires the healthcare_ professional to stay current on changes in the delivery of care.to patients. Remedial Training There are times when performance deficiencies are'identified. Employees who request or are require refresher training are referred to the training department. The training department develops an Action Plan for Improvement and provides the required training..After completion of the refresher training employees are monitored to ensure compliance. Skills Testing and Skills Competency Verification - 17 250-274 Care Ambulance Service offers EMT -Basic Skills'Days twice a month. Field Training Officers facilitate the Skills Days, which allow employees to have one-on-one assistance with skills. Care Ambulance EMTs' are required to participate in at least one Skills Day annually. All of the Care Ambulance Service Skills Days are open to employees from other provider agencies. Performance Improvement Action Plans for Field Employees The management team of Care Ambulance has always taken immediate action to correct deficiencies in employee.performance. Through this program,'the level of correction is greatly enhanced. In the event that QI Committee or Care Management Is made aware of a clinical issue from the. EMS agency, or the employee, or a customer an investigation will be conducted. If the employee has an area that needs to be improved then the Director of Operations., Division Managers, Specialty Care Nurse Manager, Training Manager,and Medical Director will be h ade aware. The employee will be provided the Initial educational opportunity for improving his or her performance by using an Improvement Action Plan. The Improvement.A.ction Plan will .contain the following: • Employee Name • Incident'Date Run Number • Statement of Problem/lssue • .Relation of Problem or issue to Required Performance Standards • Cognitive, Psychomotor, and/or Affective Education/Training Objectives • Expected Results of the Action Plan • Employee Comments • Employee and Supervisor Signature. If that fails to produce the desired behavior changes, supervision and management will take whatever actions are necessary to assure the quality of patient care provided by the organization. Records kept on in employees will allow a more objective measure of patient Pare performance, thus enhancing the employee appraisal system. Exceptional Performance Care Ambulance has exceptional performances on a regular basis, it is important that these exceptional performances be recognized and shared with others. To emphasize the. significance of this requires that the_performances be truly exceptional and not just good or above average. The recognition of these performances may come from a variety of sources such as patients, coworkers, other agency staff, hospitals, and citizens.. Once a performance is recognized as ekceptional any of the following may take place: • Wratten Commendation Company Award • Local media notification rs 250-275 Notification to thetocal EMS Agency A copy of the perrormance commendation will be placed in the employee's personnel file, and a copy given to the recipient. These exceptional performances are inspirational to everyone. They are proof that with a true commitmentto quality.and excellence, employees_ will be an example to each other of the high levels of service excellence we aspire to; Training Managers Responsibility to the QI Committee Training Manager will report to the QI Committee the topics and attendance of each class. Continuing education is crucial to ensuring ongoing quality. An Increase in knowledge and confidence leads -to an'increase in'the quality and level of care provided. Sectlon VI: Annual Update PROGRAW REVIEW The Quality Improvement Program will be reviewed on an'annual basis.. The Manager of QA)QI will obtain feedback and provide a written account of the indicators monitored to the members of the Quality Review Committee, Directors, and the Corporate Board Officers. The Manager of OA/01 will summarize the input from, aq participants and submit a report to the Corporate Officers and Medical Director. After review of this information, the Corporate Officers and Medical Director will make recommendations: The Manager of QA/QI will be responsible for the implementation of any changes. The annual review ensures program effectiveness with the dynamic component to ,change as needed: This review will also provide direction for the coming year. The following Trending Analysis sheet will be the template used for the presentation of the indicator progress to the QI Committee. 19 250-276 r Trending Analysis for (Put In Indicator) �v+st-ravt� Quality Improvement MI MI MMou,IM6I M M090 1a+slffi�s me 1 M 1 ,•1 A1WyW uTRn0a0Oalaf iMiermrDdiNtime- m Ron �LYnOArtr " +mm d op Pt+ilb Ca�ttf la M.a�(U Mim � . ZW AdW4)nyurt!b Ynpme(e blwllea.} �N �mRer umE W Wpn N memaemoyfs�I [I1a4•tb weutlOeYlrh+b GorteaaPmx(sl. was WYKtlr- Orn �ainfq rt¢fm0 m bpoMrev 44aY beb.} to riN FOKWw o-U�OC.m U t1GOm1011titSt'"Cspw 11 9udlidwat la Wo boo on Wkfn Bull ,U Reo Fliandbmpmontiq' is 030== at W MM -9 Quality Improvement Program Goals and Obiectives • Recognize, reward, and reinforce positive behavior. • Define standards, evaluate methodologies and utilize the evaluation results for continued system improvement. • Identify important aspects of care that affect patient outcomes and customer 'satisfaction. • Establish performance standards and indicators related to these aspects of care. • Establish thresholds for evaluation related_ to the indicators_. • Identify methods for data collection.. • Organize and collect data. • Recognize, develop and enhance opportunities for improvement"based on performance standards and thresholds. • Take action to improve care. • Assess the effectiveness of remedial actions and document improvement. ao 250-277 LEMSA Specified Requirements Los Angeles County Emergency Medical Services Care Ambulance Service will submit the updated QI plan that reflects the current processes being used if any changes occurred. This plan will include all requirements specified in reference No. 620 EMS Quality Improvement Program Guidelines. Care Ambulance Service will submit each year to Los Angeles County EMS the following: • Care Ambulance Service will conduct a review of the CQI plan and submit any changes once a year. • Provide a list of QI Committee Meetings • Provide copies of meeting rosters and minutes for the last three meetings. • From the QI Plan submit the current BLS Program, ALS Program and SCT Program indicators • Submit copies of the fallout tracking tool • As an approved Advanced Life Support Provider in Los Angeles County it is a requirement to participate in the TEMIS Data Entry Program. • The QA/QI Manager will provide direct oversight of the TEMIS Data entry process. The QA/QI Manager and all personnel who will be performing data entry on the TEMIS system will be required to attend a minimum of 16 hours of TEMIS basic software training and 24 hours of advanced / refresher training per year. • The QA/QI Manager and or Paramedic Coordinator and or SCT Nurse Manager will attend all Los Angeles County EMS Quality Improvement Committee as out lined on page 5 (QA/QI Interface with local EMS Agency and State EMS Authority). Riverside County Emergency Medical Service (REMSA) Care Ambulance Service will abide by REMSA CQI System Policy 7101 Care Ambulance Service will conduct a review of the CQI plan and submit any changes once a year. Care Ambulance Service will submit the CQI Plan and Indicators for review every five (5) years to REMSA. Orange County Emergency Medical Service (OCEMS) • The QA/QI Manager and or SCT Nurse Manager will attend the Orange County EMS Private Provider CQI Work Group as out lined on page 5 (QA/QI Interface with local EMS Agency and State EMS Authority). 21 250-278 Appendices 22 250-279 EMERGENCY AMBULANCE MUTUAL AID AND AUTOMATIC_ AID TRANSPORTATION AGREEMENT This Agreement is made and entered into this 30th day.of May, 2015 by and between. Care Ambulance Service (hereinafter "CARE"), Herren Enterprises, Inc., d/lVa Doctor's Ambulance service,(hereinafter "DOCTOR'$°) with reference to the following recitals: WHEREAS, the parties' hereto wish to confirm the terms of mutual aid and. automatic aid agreements in conjunction with emergency services within exclusive: operating and service areas in the County of Orange; and WHEREAS,. each party hereto wishes to utilize the services of the other from time to time for backup emergency ambulance transportation within the specifications of the Orange County EMS Emergency Ambulance Transportation Services Agreement . effective June 1, 2015 and NOW THEREFORE, IT IS ACCORDINGLY AGREED AS FOLLOWS: I.: 'TERM_ A. This Agreerhent shall become effective upon execution by the parties hereto and shall continue in full force and effect for a period of twelve months, unless terminated or extended pursuant to the terms hereinafter set forth. This Agreement shall automatically renew for successive twelve month periods, unless terminated. by either party hereto as provided for herein. B. Notwithstanding any other:provision of this Agreement, either party may terminate this Agreement, without cause, by providing the other party hereto thirty (30) days prior written notice of their intent to terminate this Agreement. 2. MUTUAL AID SERVICE RESPONSIBILITIES A. Each party agrees to provide_ and respond with, subject to availability, mutual aid emergency ambulance transportation when requested by the other party. Backup services include, but are not limited to, locating an ambulance at a specified standby location if requested. B. Each party agrees to maintain all necessary licenses and permits required to operate an ambulance service in the State of California and the County of Orange and to be in compliance with all statutes, regulations, and ordinances as may now be in effect or as may hereafter be implemented or amended. C. Each party, upon receiving a request for emergency ambulance service from the other party, will provide the requesting party's dispatcher its estimated time of arrival to the requested transport location. The backup provider shall immediately notify the other if for any reason it determines that a delay may occur which would prevent the requested party's ambulance from arriving at the location within the quoted estimated time of arrival. 'Page 1 of 3. 250-280 D. Each party agrees'to use best efforts respond on, all emergency, ambulance requests within the contractual response time frames as specked in Care Ambulance'Service's Emergency Ambulance Transportation Services Agreement with the County of Orange as is in force at the time of the request. E. Each party agrees -to maintain general and professional liability insurance in an amount which meets or exceeds all statutory requirements of the state of California and as specified in Care Ambulance Service's Emergency Ambulance Transportation Services_ Agreement with the County of Orange as it in force at the time of the request: F. Each party agrees to maintain Workers Compensation insurance_ . coverage as required by the state of California and the County of Orange pursuant to the terms of the Emergency Ambulance'Transportatio6 Services Agreement with the party's hereto. 3. AUTOMATIC AID SERVICE RESPONSIBILITIES A. Doctor's Ambulance agrees to provide, automatic aid for emergency ambulance services in the Newport Coast, Emerald Bay and Crystal Cove areas of Care's EOA #D. During the times that Doctor's Ambulance is providing these services, Care Ambulance agrees, upon request from Doctors Ambulance,. to pre -deploy an ambulance crew at either of the following locations within the City of _Laguna Beach.- Pacific each:Pacific Coast Highway and Wesley Drive • Laguna Canyon Road and Acres Drive B. All response times for calls for service in the Newport Coast, Emerald Bay and Crystal Coves areas of,Care's EOA #D, shall be'reported to the Orange County EMS Agency. 4. COMPENSATION A. Each party'agrees to bill for services rendered under this Agreement, to the patient or approodate'third party Insurance provider in accordance with and as specified in the requesting.party's Emergency Ambulance Transportation Services Agreement With the County of Orange, if applicable, as Is in force at the time of the request or the prevailing County of Orange Ambulance Rate Ordinance; whichever rate is applicable. Each party shall be responsible for any medical supplies or ALS pass-through reimbursement for calls which the party transports under this Agreement. B. The requesting party and the County of Orange shall not be financially responsible for backup service provided by the other,party. Page 2 of 3 250-281 5: INDEMNIFICATION Each 'party shall indemnify,' defend and hold the othenhannless and its officers, employees, and agents from and against any liability, claim or cause of action or expense, including defense costs and Legal fees arising from or - connected .with claims and lawsuits:for damages or workers' compensation benefits relating to their operations or services, which result from bodily injury, death; ;personal injury or property damage. 6. NOTICES Written notice required under this Agreement shall be delivered personally or sent by United States Re'gistered.or Certified Mail,, postage prepaid, addressed pr delivered to the. parties at the following addresses: Care Ambulance Service, Ind. ATTENTION: Bill ,Weston, Director of Operations_ 1517 W: Braden Court Orange, CA `92868 Doctor's Ambulance Service ATTENTION: Mike_ Herren, Vice President 23091 Terra Drive Laguna Hills, CA 92653 7. ENTIRE AGREEMENT This Agreement contains the full and complete expressions of the rights and obligations of the parties and shall supersede all other agreements, written oe oral, heretofore made by the parties. This Agreement may only be modified by an agreement in writing, signed by the parties hereto.. IN WITNESS WHEREOF, the parties'hereto have set their hands to this:Agreement on the date first above written. Care Ambulance Service, Inc. Troy V. Hagen O Herren Enterprises, Inc. d/b/a Doctors Anibul�6i`- Service Page 3 of 3. 250-282 'EMERGENCY AMBULANCE BACKUP TRANSPORTATION AGREEMENT ThisAgreement ismade and entered into tli-is'lstdiydfMay,-29M by and l'i6tweeh Card Anibulawe Service, a California corporation, (hereinifter "CARE"), Emergency Ambulance Service, Inc.-, a California corporation; (hercin0ker MEMERGENCY1 with reference'tothe following recitals: WHEREAS, the parties hereto wish to confirm the terms. of mutual aid and backup agreements in conjunction with emerge&y.servic6s within ex6hisiVe operating and service azeas in the County of Los Angeles; and WHEREAS, each party here -to wishes to utilize'the services of the other from time to time for backup, emergency ambulance transportation within the specifications;.. f the Emergency Ambulance Transportation Services Aerechient and as effective May 1, 2004 and NOW THEREFORE, IT IS ACCORDINGLY AGREED AS. FOLLOWS: 1. TERM A. This Agreement shall become effec6eupon ekecuti6ii by the parties hereto and shall continue in full force and effect . for a period of twelve months, -unless terminated -or extended pursuant to the terms hereinafter set forth. This -Agreement shall automatically renew new for successive twelve month, periods, unless terminated by either party hereto as provided for herein. B. Notwithstanding anyother provision of this Agreement, dither party may terminate this Agreement, without cause, by providing the other party,hereto. thirty (30) days prior written notice of their intent to terminate this Agreement, 2. SERVICE RESPONSIBILITIES A. Each party - , agrees to provide. and respond with wl subject to, availability, backup enlergency.ambulartce transportation when requested by the other party, s' Backup serviceinclude, but are re not limited to, locaiing an arnbulan6e at aspecified standby location ifreooed. B. Each party agreestb maintain all necessary licenses and permits required to operate an ambulance service in the State of CaliforniaC- and the County of Los Angeles and to,be in compliance with all statutes regulations, and ordinances as may now be in effect or as may he-reafter be.implerridnted or amended. C. Each party, upon receiving a request for emergency ambulance service from the other patty, Will provide the requested "party's dispatcher its estimated time of arrival to the requested transport location. The backup provider shall immediately notif es that a delay may occur which y the other party if for any reason it detcrmin would prevent the requested party's ambulance from arriving at the location within the quoted estimated time of arrival. 250-283 A Each party agrees to,raspond on all emergency ambulanee requests within the contractual response time, frames as specified in Care Ambulance Service's Emergency Ambularice Transportation Services Agreement with the County of Los Angeles as is iit force at the time of tike request: E. 'Each party agrees to maintain general and professional liability insurance in an amount -which meets or exceeds all statutory.requiretnents of the :State of California and as specified in Care Ambulance Sen -ice's Emergency Ambulance Transportation Services Agreement with the County of Los Angeles as is in force at ,the time ofthe request. F. Each party agrees'to maintain'Workers ;Compensation insurance coverage as required by the State of California and the County of Los Angeles pursuant to the terms of the Emergency Ambulance Transportation Services Agreement with the party's hereto. 3. COMPENSATION A. Each party agrees to bill, for services rendered under this Agreement, to the patient or appropriate third pary insurance provider in accordance with and as specified in'the requesting party's Emergency Ambulance Transportation'Services Agreement with the County of Los Angeles, if Applicable, as is in force at the time of the request or the prevailing County_ of Los Angeles Ambulance Rate Ordinance, whichever'rate is applicable. B. The requesting party and the County of Los Angeles shall not be financially responsible for backup service provided by the otherparry. 4. INDEMNIFICATION Each party shall indemnify, defend and hold the other harmless and its officers, employees, and agents from, and against any liability, claim or cause of action or expense, including defense costs and legal fees arising from or coanecied with claims and lawsuits for damages or workers' compensation bene ,fits relating to their operations or services, which result from bodily injury, death, personal injury or property' damage. 5. NOTICES Written notice required under this Agreement shall be delivered personally or sent by United States Registered or Certified Mail, postage prepaid, addressed or delivered to the parties at the following'addresses: 250-284 Care Ambulance Service, Inc. ATTENTION: Bill Weston, Director of Operations 1517 W. Braden Court Orange, CA 92868 Emergency Ambulance Service, -Inc. ATTENTION:, Philip Davis — President.and CEO 3200 E. Biroh Street, Suite. A Brea; CA 92821 6. ENTIRE ACRE E MENT This Agreement contains the full and complete expressions of the rights and. obligations of the parties and shall supersede all other agreements, written or oral, heretofore made by the parties. This Agreement may only be modified by an agreement in writing, signed by the parties hereto. 1N WITNESS WHEREOF, tire parties hereto have set their hands to this Agreement on the date first above written. Care Ambulance Service, Tne. Bill Weston, Director of Operations Emergency Ambulance Service, Inc. Phillip Davis, President and CEO 250-285 FIRST AMENDMENT TO EMERGENCY MEDICAL SERVICES TRANSPORTATION MUTUAL AID AG EMENT FOR ORANGE COUNTY FIRE UTHORITY EXCLUSIVE OPERAT G AREAS THIS FIRST AMENDMENT TO EMERGENCY MEDICAL SERVICES TRANSPORTATION MUTUAL AID AGREEMENT FOR ORANGE COIUNTY FIRE AUTHORITY EXCLUSIVE OPERATING AREA (this "Amendment") is entered into as of March 3, 2014, between SHORELINE AMBULANCE COMPANY, LLC, a California limited iability company ("Shoreline"), and CARE AMBULANCE SERVICE, INC., a California corporatio ("Care"), with reference to the following: A. Shoreline and Care made and entered into that certain Emergency Medical Services Transportation Mutual Aid Agreement For Orange County Fire Authority Exclusive Operating Area (the "Aureement") dated as of September 1, 2013 (the " kureement Effective Date"), with respect to certain backup or secondary emergency ambulance services, as more particularly described in the Agreement. B. The Agreement was made and entered into, among other reasons, in connection with that certain Agreement for EMS Emergency Transportation Services dated as of February 13, 2013 (the "Cin• Contract"), between Shoreline and the City of Westminster, a California municipal law corporation i C. To obtain City approval of the Agreement and of Care as a "Second Tier Provider" (as defined in the City Contract), the Agreement must proide, among other terms, that Care has no remedies against City, and for each of Shoreline and Car to indemnify City for claims related to the Agreement. By notice dated February 26, 2014, City declared that such.requirements. have not been satisfied, and requested such be so satisfied by means of t iis Amendment. D. The parties now desire to amend the Agreem nt as provided in this Amendment. Initially capitalized terms that are not otherwise defined in this Amendment shall have the meaning given to such terms in the Agreement. I NOW, THEREFORE, in consideration of die foregoing'and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowle4ged, the parties agree as follows: 1. No Recovery From City. Care acknowledg6I' and agrees as follows: (i) Care shall not seek compensation from City for any emergency tmnspo�tation services Care may provide under the rse Agreement; (ii) Care shall ]lave no recouagainst City to recover for any emergency transportation services Care may provide under the Agreement, and (iii) in the event of a dispute with Shoreline under the Agreement, Care shall not be entitled to any remedy against or recovery from City. 2. City Indemnity, 2.1 By Shoreline. Shoreline shall indemnify and defend City against any claims or demands arising out of, or which are in any way related to, Shoreline's acts or omissions in providing services under the Agreement, excepting acts or omissions specifically directed by City, OCFA or their respective officers, agents or employees acting within the scope of their duties, agency or employment (individually 4000.55tt8),e I and collectively, "Agents ). Further, and without waiving or,limiling Section 10.1 of the Agreement or any other rights or remedies as to Care, Shoreline shall indemnify and defend City against any claims or demands arising out of, or which are in any way related to, re's acts or omissions in providing services under the.Agreement, excepting acts or omissions directed b City, OCFA, or their Agents. 2.2 By Care. Care shall indemnify and defe Id City against any claims or demands arising out of, or which are in any way related to. Care's acts r omissions in providing services under the Agreement, excepting acts or omissions directed by City,OCFA or their Agents. Further, and without waiving or limiting Section 10.1 of the Agreement or any 1ther rights or remedies as to Shoreline, Care shall indemnify and defend City against any claims or demands arising out of, or which are in any way related to, Shoreline's acts or omissions in providing services under the Agreement, excepting acts or omissions directed by City, OCFA or their Agents. 3. Effective Date. The provisions of Sections land 2 above shall be retroactively effective as of the Agreement Effective Date. 4. Nonimpairment. Shoreline and Care hereby acknowledge and agree that except as provided in this Amendment, the Agreement is unchanged, shall remain in full force and effect and shall be binding upon the parties in accordance with its teams. 5. Counterparts; Electronic Execution. This Amendment may be executed in counterparts, each of which shall be deemed a part of an original and Il of which together shall constitute one (1) agreement. Delivery of an executed counterpart of this Amendment by email or facsimile shall be equally as effective as delivery of an original. Signature I ages may be detached from the counterparts and attached to a single copy of this Amendment to fora one (1) document. The recitals above are hereby incorporated into this Amendment by this referenc . (Signature Page Follows INAVITNESS WHEREOF, the parties Lace executed this First Amendment To Emergency Medical Services Transportation Mutual 'Aid Agreement For Orange: County Fire Authority Exclusive Operating Area as of the'date first "set forth' above. SHORELINE AMBULANCE COMPANY, LLC, a Califomia limited liability company By:� Samuel I'lauptinan Chairman CARE AMBULANCE SERVICE, INC., a California corporation By-�/-- TroyLthgen CEO' S-1 �09033(blac: 250-289 Professional Resume of Pen Baker DIRLCTOR OF COMMUNICATIONS Key Qualifications ` Ben Baker has 10 years of experience in the EMS field. He is skilled at managing both systems and staff, with a focus on team building and quality performance. During his tenure with Care Ambulance, Ben Baker has implemented multiple improvements to enhance operational efficiency, producing outstanding results in both ambulance response time and quality of service. He is skilled at identifying and tracking performance indicators, as well as designing and implementing processes to continuously improve performance. While with the Riverside Police Department, he honed his communication and problem -solving skills which he brings to his position of leadership at Care. Professional Experience Care Ambulance Service 2002 to Present • Director of Communications job responsibilities include system status management and communication center supervision • Director of Information Technology (IT) overseeing network management and all technological components of the business • Responsible for recruiting; interviewing, hiring, scheduling and overseeing 30 dispatchers and continually allocating resources for 130 ambulances and over 550 EMTs; consistently matching the change in demand to the available resources to provide appropriate resources for exceptional customerservice while maintaining productivity • Responsible for contractual compliance and reporting Riverside Police Department 1999-2002 • As a sworn police officer, responsible for supervision of every scene on a daily basis • Extensive experience in emergency and non -emergency radio communication • Documentation of incidents, • Citizen contact and problem solving Care Ambulance Service 1996-1999 • Field Training Officer responsible for overseeing and scheduling EMTs • Conducted EMT training in multiple subjects including basic orientation, fail-safe driving, chest tubes, Pediatric Airway • Prior to becoming a Field Training Officer, served as Emergency Medical Technician Educational Achievements Bachelor of Science. Degree/Business Administration, University of Phoenix (2009) POST Certified Police Officer; Riverside Community College (2000) Certified Emergency Medical' Technician, Riverside Community College (1996) Associate of Science Degree; Riverside Community College (1996) Certified Lifeguard; American Heart Association (1993) Certified in CPR, American Heart Association (1992) ComputerSkills: IBM PC, Windows, Microsoft Word, Excel 250-290 Professional Resume of Robert E .Parry BUSIA'Ess'DE4'GLOPMENTy PUBLIC RELATIONSMANAGER Key Qualifications Robert Barry, is responsible for all of Care Ambulance's business development activities including contracting, marketing and sales, strategic planning and government relations. With over 30 years in the ambulance transportation industry, he has extensive experience in designing transport programs that help customers select the best provider to meet their needs and manage: their risks. Barry serves as Chairman of the Board of Directors of the California Ambulance, Association, helping to assure the delivery of excellent pre -hospital care to the people of California, by promoting recognized industry best practices. Professional Experience Care Ambulance Service 2003 to Present Responsible for the development, growth and retention of emergency and non -emergency ambulance service market area and sales volume • Develops and implements marketing strategies • Oversees the company's support of community programs and charities • Acts as Community Liaison with community officials and elected leaders • Negotiates, service contracts with hospitals, PPOs, HMOs and public entities Health0ne[1Tedical'Transport 1993-2003 • As President and CEO; guided business from initial startup to sales of $350,000 per year • Specialized in Hospital Courtesy Van services • Responsible for- the day-to-day operations including marketing, accounting, human resources; and contracting Education, Licenses, and Certifications Bachelor of Science/Business Administration, California State University, Fullerton (1987) Awards and Professional Affiliations Chairman of the Board of Directors, California Ambulance Association (2010 — Present) Board Member, St. Joseph Hospital, TOCO's Foundation Committee (2007 — Present) Board Member, Garden Grove Chamber of Commerce (2004 — 2006) Board Member, Acacia Adult Day Services, Garden Grove, CA (2004— 2006) 250-291 Professional Resume of Sean Cox OPERATIONS MANAGER7 FIELD .SUPERVISOR /DISASTER SPECIALIST Professional Experience Care Ambulance Service 2005 to Present Positions Operations Manager Responsible for all aspects of emergency preparedness and disaster management. The responsibilities are all encompassing from pre -planning through emergency operations and disaster recovery. Peterson Pipeline 2004-2005 Position: Safety Officer Insure Safety and OSHA compliance during excavations and other projects. Responsible for the set up and' tear down of job sites. American Medical Response 1998-2004 Position:, Operations Supervisor • Provided courteous and efficient medical care to individuals in need of such during emergency medical'transports. • Provided smooth transition for new -hires from the classroom to the field setting. • Utilized leadership skills to enforce the policies and procedures of the company and served as an example to fellow employees. Affiliations • Orange County Private' Sector Terrorism Response Group • Orange County Medical Reserve Corps. Education and Training April -2011' ICS 400, Santa Ana College, Santa Ana, Ca. March -2011 Medical Unit Leader, Orange, Ca. April- 2010 S404 Safety Officer, Santa Ana College Oct- 2007 Ambulance Service Management training, Kansas City Aug -2007 WMD' Planning and Operations. June -2007 EMS Leadership, Academy for Supervisors Mar -2007 CERT' Instructor Course Mar -2007 IS 139, IS 230, IS 235, IS 240, IS 241, IS 242, IS 244, IS 271, IS 703 and IS 800. Oct 2006' National Association of EMS Educators (NAEMSE) Instructor Course Oct-2006IncidentResponse to Terrorist Bombings (IRTB) Instructor Course. continued 250-292 Pr ofess'ional Resaante of Sean Cox - page 2 of 2 Education and Training - cont. Sept- 2006 WMD Technical Emergency Response Course (TERT) Sept -2006 ICS 300 Aug -2006 ICS 200 Aug -2006 Ambulance Strike Team Leader/Medical Task Force Leader Training course Aug -2006 HAZ MAT First Responder Awareness/Operations 2006 --Care Ambulance 1517 W. Braden Ct., Orange, Ca. Cal State University, Fullerton, Extended Education Program: "Communication Skills For Leaders." "The Art of Motivating Employees." "Building Teamwork in Organizations." Advanced Speaking and Listening skills." 2006—Advanced HazMat Life Support. University of Arizona, Az. 2006—Care Ambulance 1517 W. Braden Ct., Orange, Ca. Basic Life Support, First Aid, CPR and AED Instructor. 2005—IS100 and 700. 2005—International Critical Incident Stress Foundation. CISM: Group Interventions. 2005—International Critical Incident Stress Foundation. Terrorism: Psychological impact and Interventions. 250-293 Professional Resume ofMitch F'elde DIRECTOR OF I uNIAN RESOURCES AND COMPLIANCE OFFICER Ifey Qualifications' Mitch Felde possesses a wealth of experience in employee relations, with 25+ years in Human Resource management at organizations ranging from emergency management services to banking institutions, a non-profit firm, a software development company, and a real estate and mortgage company. With this background, Mitch Felde brings to Care Ambulance a powerful focus on the importance of customer service and the development of employee -management collaboration. He also has extensive knowledge of employee -related California laws and compliance requirements. He is a steady and calm team player, with strong communications skills. Professional Experience Care Ambulance Service 2008 to Present Human Resources Director and Compliance Officer responsible for day-to-day functions of Human Resources department including employee relations, recruitment, compensation and benefits, training, policy development and implementation, vendor management Responsible for Medicare, Medi -Cal and HIPAA compliance; ensuring Care's Code of Conduct is followed; and all mandatory training Pacific Park Financial Associates 2002-2008 • Human Resources Manager for this real estate firm, in charge of leadership development, staffing,compensation, benefits, and performance management Also, responsible for company financials, budgeting and tracking 8e6 Technologies 2000 - 2002, 1998 • Human Resources Manager in charge of all Human Resources functions similar to those listed above Regional Center of Orange County 1998-2000 • Human Resources Director in charge of all Human Resources functions similar to those listedabove Southern California Bank (Currently U.S.Bank) 1993-1998 • Human Resources Manager in charge of all Human Resources functions similar to those listed above First Interstate Bank of California 1981-1993 Held progressively responsible positions including Securities Settlement Supervisor, Senior Trainer/Program Designer, and Employee Relations Officer continuer) 250-294 1' Professional Resume of Mitch Felde, page 2 of 2 Education, Licenses, and Certifications Bachelor of Arts/Communications, Loyola Marymount University (1979) Awards and Professional Affiliations Certified in Health Care Compliance Member of Health Care Compliance Association Member of Society of Human Resources Management 250-295 -d Curriculum Vitae of Troy Hagen, MBA, Paramedic PRESIDENT AND CEO, CARE AMBULANCE .SERVICES Curriculum Vitae Overview Troy Hagen is the President and CEO of Care Ambulance Service, based in Orange County, CA. Troy has been involved in Emergency Medical Services since 1989. His background includes: paramedic, volunteer fire fighter, reserve deputy sheriff, flight medic, tactical medic, technical rescue team commander, community paramedicine, field supervisor, management, and executive positions. Troy holds a Bachelor of Science degree in Biology and a Master's degree in Business Administration. He is a frequent lecturer and writer on EMS leadership and management topics, EMS' finance, emergency preparedness, and special events planning. Troy served as Medical Commissioner and Incident Commander for the 2009 Special Olympic World Winter Games. Troy was the 2010 Pinnacle Leadership Award Winner and was recognized for outstanding dedication to improving EMS, and for his lead role in developing a white paper entitled "EMS Makes a. Difference' published by the US Department of Transportation. Troy is President of the National EMS Management Association (NEMSMA) and served as the Finance Committee Chair' for the National EMS Advisory Council (NEMSAC) from 2010 to 2012. Educational Achievements Ada County Strategic Leadership Program 5/09 George Fox University, Meridian, ID Master in Business Administration 10/05 University of Phoenix, Meridian, ID Level One ReserveP.O.S.T Academy 7/94 Ada County Sheriff's Office, Boise, ID P -a amedicProgram 6/93 Mckennan Hospital, Sioux Falls, SD Bachelor' of Science Degree, Biology with Minor in Chemistry 5/92 South' Dakota State University, Brookings, SD Emergency Medical Technician - Special Skills 6/91 Mitchell, SD Emergency Medical Technician - Basic 4/89 Brookings, SD continueel 250-296 Curriculum Vitae of Troy Hagen,: page 2 of 4' Professional Experience Care Ambulance Service CEO Ada County Paramedics,. Boise, ID Director 5/04 -1/13 Assistant Director 7/02-5/04 Emergency Medical Dispatch QI Coordinator 3/00-5/04 Field Supervisor 5/99 -7/02 EMT - Paramedic 9/93 - Present Special Operation Team (SOT) Commander 12/96-5/03 SOT Training Officer 12/45 - 12/96 Unied Emergency Response Consulting, Boise, ID Partner, Consultant, Instructor Life Flight - St. Alphonsus Regional Medical Center, Boise, ID Flight Paramedic Ada County Sheriffs Department, Boise, ID Reserve. Deputy 1113 to Present 2104-12109 7198-1100 2194-11,97 West Idaho Critical Incident Stress Management Team, Boise, ID 9194 - 9196 EMS Consultant Brookings Ambulance, Brookings, SD EMT - Paramedic Education Coordinator EMT - Special Skills QI Assistant Coordinator EMT - Basic Canistota Fire Department, Canistota, SD Rescue Squad, Firefighter Canistota Municipal Pool, Canistota, SD Lifeguard/Safety Instructor/Manager continued 6/93-9/93 8/92-9/93 7/91 -6/93 1/91 -9/93 8/89-6/91 250-297 8189-9193 6189-9193 Summers 1986 - 89 Professional Resume of Troy Dagen, page 3 of 4 Professional Affiliations/Experien cc Adaptive Business Leaders (ABL) Orange County (CA) Healthcare CEO Roundtable - Member National EMS Management Association - President Center for Leadership, Innovation and Research (CLLR) - Board Member National EMSAdvisory Council -Member 2010-2012 DHS First Responder Working Group - Member Idaho Incident Management and Support Team - Incident Commander Idaho EMS Chiefs Association - Member Idaho Emergency Communications Commission - Commissioner Idaho State UniversityParalnedicDegree Program -Adjunct FaculyandAdvisoryBoardMember 2009 Special Olympics World' Winter Games - Medical Commissioner and Area Commander Burning Man - Medical Incident Commander (2012-13) Awards/Recognition 20010 Pinnacle EMS Leadership Award of Excellence 2009 Idaho Health Care Hero Publications. Hagen, T. (2041, December). Five Steps to Becoming a Learning Organization. EMS World, pp. 91-92 Hagen, T. (2012, February). Learning from History. EMS World, pp. 24-25. Hagen, T. (2012, April). Moving Toward Regionalization. EMS World, pp. 55. Hagen, T. (2012, August)'. The Value of EMS. Best Practices in Emergency Services. Hagen, T. (2012, June)_ What's Your EMS Story. EMS World, p. 47. Hagen, T. M. (2010, September). Crystal Clear Vision. NAEMSPNEWS, 19(2), p.5. Hagen, T. M. (2011, October). The Executive EMS Officer. EMS World 40(10), p.26. Hagen, T. M. (2011, March). The Making of a Leader. EMS World, 40(3). Hagen, T. M. (2011, September). The Managing EMS Officer. EMS World, 40(9), p.34. Hagen. T. M. (2011, September). The Managing EMS Officer. EMS World, 40(9), p.20. Ilagen, T. M. (2011, August). The Supervising EMS Officer. EMS World, 40(8), p.35. Hagen, T. M. (2011, May). What's a Leader to Do? EMS World, 40(5), p.34. Hagen, T. M. (2013). It's A Dangerous World. 38(12), 65. Hagen, T. M. (2013). Laundry Bins -Basic needs, pay raises & other morale issues. JEMS, 38(11), 84, Hagen, T. M. (2013, February). Stepping Up. EMS World, 42(2), 20. Hagen, T. M. (2014). The Circle of Life. JEMS, 39(1), 2. National EMS Advisory Council. (2009, December). Retrieved July 11, 2011, from EMS-.GOV:www.ems.gov/nemsac National EMS Advisory Council. (2012). EMS System Performance-based Funding and Reimbursement Model. Washington; DC: NHTSA. continued 250-298 Curriculum Vitae of Troy Hagen, page 4 of 4 Conference/Panel Discussion Speaking Engagements 2013 EMS Today (� Iashmgton, D.C.), Pinnacle (Amelia Island, FL), EMS World Expo (Las Vegas) -- = -- - _ - --- 2012 EMS Today (Baltimore)-Pinnacle-(C-olorado Springs), EMS World EXPO (New Orleans) Idaho Hospital Association (Sun Valley, ID), Community Paramedic Policy Summit (Atlanta), NASEMSO (Boise) 2011- NAEMSE (Reno), EMS World EXPO (Las Vegas), Pinnacle (Miami), EMS Today (Baltimore) Association for Healthcare Documentation Integrity (AHDI) National Conference (Phoenix), ESO Northwest User Working Group (Seattle) 2010 - Pinnacle (San Diego), ESO WAVE Conference (Austin) 2009 - EMS EXPO (Atlanta), AHDI (Orlando), AHDI West (Lincoln City, OR) 2007 - EMLRC 28th Annual International Disaster Management Conference (Orlando) Certifications and Training • NationalRegistered Paramedic • Advanced' Cardiac Life Support Provider • Pediatric Advanced Life Support Provider • Neonatal Resuscitation Provider • Incident Command System (ICS) 100-400 Instructor • NIMS 700' and 800 • Integrated'Emergency Management Course • All Hazards Incident Management Team - Incident Commander • ICS to Emergency Operations Center (EOC) Interface • Exercise' Design • Basic Public Information Officer • Multi -Agency Coordination • Six Sigma Black Belt • Project Management • Strategic Planning and Leadership • The Speed of Trust (Steven MR Covey) - Instructor • State of Idaho ELVIS Instructor- EMT through Paramedic • State of Idaho Emergency Services Training Instructor • Idaho. State' University Institute of Emergency Management Adjunct Faculty • Rope Rescue Technician • Haz Mat Operations • Confined Space Rescue Operations • Structure Collapse Awareness Instructor • CIVIC Level I and 2 Rope Rescue/Rappelling • AMSAR Level 1 and 2 Rope Rescue • C.O.N'.T.'O'..M.S'. Tactical Paramedic • Emergency Medical Dispatcher (EMD) and EMD-QI • Basic Critical Incident Stress' Management • P 0 S T. Peace Officer and Marine Duty • Emergency Vehicle' Operations Course Referrnc&s,available upon 1"21543 —2 9 9 "215 3-299 Professional Resume of Marc Jessner OPERATIONS MANAGER / SUPERVISOR / PURCHASING SPECIALIST Professional Experience Care Ainbulance Service - Operations Manager 1990 to Present • Responsible for the smooth operations of field operations, ensuring that all personnel, vehicles, and equipment operate in a professional and efficient manner. • Utilized leadership skills to enforce the policies and procedures of the company and served as an example to fellow employees. • Responsible for purchasing medical equipment and station supplies for 2 warehouses and 40 stations. • Responsible for annual licensing and inspections with CHP and OCEMS for over 165 Ambulances lknotts Berry Farm 2006 – Present • Respond to all medical aid callswithin the theme park and hotel. • During summer months respond to medical calls at Soak City Water Park. • Maintain employee medical records. • Staff first aid station for employees industrial, med and guest needs. Education, Licenses, and Certifications 2012 Associates Degree University of Phoenix April -2011 ICS 400, Santa Ana College, Santa Ana, Ca. March -2011 Medical Unit Leader, Orange, Ca. OCT 2007 WMD Technical Emergency Response Training course Anniston Alabama June -2007 EMS Leadership Academy for Supervisors Mar -2007 IS 139, IS 230, IS 235, IS 240, IS 241, IS 242, IS 244, IS 27I, IS 703 and IS 800. Oct -2006 National Association of EMS Educators (NAEMSE) Instructor Course. Oct -2006 Incident Response to Terrorist Bombings (IRTB) Instructor Course. Sept- 2006 WMD Technical Emergency Response Course (TERT) Sept -2006 ICS 300 ALIa 2006ICS 200 Aug -2006 Ambulance Strike Team Leader/Medical Task Force Leader Training course Aug-2006IIAZ MAT First Responder Awareness/Operations 2006-- Care Ambulance -Cal State University, Fullerton, Extended Education Program: "Communication Skills For Leaders." "The Art of Motivating Employees." "Building Teamwork in Organizations.. "Advanced Speaking and Listening Skills." 2006—Care Ambulance. Basic Life Support, First Aid, CPR and AED Instructor. 2005—IS 100 and 700. 2005-1'nternational Critical Incident Stress Foundation. CISM: Group Interventions. 2905—International Critical lncidentStressFoundation. Terrorism: Psychological impactand Interventions. Oct- 2004 Ambulance Service Management training, Kansas City 250-300 '4 M Professional Resume ofKathryn'Lorle Lopez ik film ' OPERATIONS MANAGLI2 FIELD SUPERVISORI r ,: r Key Qualifications For 20 years Lorie Lopez has been involved in every aspect of emergency medical services, from hospice transports to mass casualty incidents. She is passionate about providing the highest quality of care for the sick and injured, and has served in a wide range of roles from providing direct care as an Emergency Medical Technician, to employee supervision and management, to liaison with executive leadership. Professional Experience Care Ambulance Service 2006 to Present • OperationsManager, supervising over 200 employees on the policies and protocols of ambulance service • Responds to major incidents; responsible for complaints and commendations for EMS personnel • Assists with hospital relationship development American Medical Response 1993— 2006 • Held progressively responsible roles including EMT Training Officer, Supervisor, and Operations Manager, ultimately overseeing the Cerritos division of 500 employees and the related budget • Provided direct care for sick and injured patients Hoag Hospital' Cancer Center 1998— 2000 • Provided transport and care for patients undergoing cancer treatment • Assisted with administrative functions including patient care reports, treatment scheduling and insurance verification Education, Licenses, and Certifications CPR Instructor; American Heart Association (2010) Basic Supervisor Certification, Texas A&M (2008) Ambulance Service Manager Certification (2006) Ambulance Strike Team Leader; State of California (2004) Emergency Medical Technician la (1993) Emergency Medical Technician, Rio Hondo College (1993) Animal Science Coursework, Cal State Polytechnic Pomona University (2008) Awards and Professional Affiliations Star of Life Award, State of California (2006) 250-301 Professional Resurne ofJerry Melendrez TRAINING MANAGLR Key Qualifications Jerry Melendrez has over 16 years of Emergency Medical Service experience. Schooled as a teacher, he brings that teaching expertise to the EMS field. Because of his excellent communication skills, Melendrez is able to engage, support and challenge EMT students, building their skills in the EMS profession. He currently conducts Care Ambulance's orientation and CPR classes. He is fluent in Spanish. Professional Experience Care Ambulance Service 2006 to Present • Holds progressively responsible positions including Emergency Medical Technician, Field Training Officer and Operations Supervisor • Trains new and current EMTs in the field • Facilitates new hire orientation classes, CPR classes and County skills testing :eve, American Medical Response 1996-2006 • Held progressively responsible positions including. Emergency Medical Technician, Field Training Officer and Operations Supervisor Education, Licenses and Certifications - Emergency Medical Technician, Los Angeles County (1996 — Present) CPR Instructor; American Heart Association NEMSA EMITInstructor American Service Management Program Trained Bachelor of'Arts/History, St. Mary's College of California (1993) 250-302 Professional Resume ofAll Man, DIRECTOR of FINANCE Summary _. ; , €1 More than 12 years of experience in Accounting and Finance with focus on Health Care Industries. Providing financial oversight, business and financial planning. Leading the preparation and analysis of financial reports. Expertise in driving efficiency and productivity through evaluation of financial management systems and implementation of process improvements. Directing skilled teams to support achievement of overall goals and objectives. Creating challenges and proactively preparing and planning for priorities. Proficient knowledge of current accounting standards, US GAAP and International Financial reporting standards IFRS. Key Strengths • Financial and Strategic Planning • Budgeting and Forecasting • Corporate, Accounting and Reporting • Internal Control and Business Process Analysis • System design and Implementation • Efficiency improvement and Cost analysis • Management and Administration • Policies, and Procedures Professional Background Experience at Care Ambulance Service (May 2011 - present) • Leading, finance and accounting department. • Optimizing business resultsthrough process improvement and financial analysis. • Providing strategic alignment between Finance & Accounting, Business Development, Operations and Communications with a focus on accounting, financial reporting, budgeting, operational metrics and analysis to support attainment of current and future goals. • Meeting objectives in a highly customer focused and ever-changing environment. • Ensuring the month end close, reporting, P&L and Balance sheet analysis and Cash Flow management processes are completed in a seamless manner. • Designing and Implementing internal control process. • Maintaining active communication to manage expectations, ensuring deadlines are met and leading change efforts effectively Experience in Public Accounting (December 2001 -May 2011) • Leading and managing all phases of financial audit, review, and consulting engagements. • Drafting financial statements with footnote disclosures and opinion. • Monitoring. multiple engagements at a given time. • Establishing engagement expectations, planning objectives for the engagement and determining -an audit strategy that appropriately addressed the engagement risk. continued 250-303 Professional Resume ofAli Man, pg. 2 of 2 Experience in Public Accounting - continued • Identification' of critical audit areas, risk assessment and development of audit approach thereto. • Evaluating internal controls based on COSO requirements. • Documenting the system, procedures and accounting processes. • Improvements to client internal controls and business procedures. • Formulating: and tailoring appropriate audit programs. • Researching complex and specialized accounting and auditing issues. • Working with audit team to identify and resolve client issues discovered during audit process. • Supervising, mentoring and training staff on engagements. • Reviewing and evaluating assigned audit areas, and work papers to document work performed. • Reviewing financial statements for completeness, accuracy and compliance, when performing technical review. • Performing consolidated financial statement audits and preparing consolidated financial reports when required. • Interacting with key client management to gather information, resolve audit -related problems, and make recommendations for business and process improvement. • Effectively communicating financial statement disclosure requirements to clients and applying new pronouncements to client situations. • Experience in developing, restructuring and evaluating internal control design and operating effectiveness. • Analyzed data obtained for evidence of deficiencies in controls and developed action plans to remediate control weaknesses. Education MBA (Finance and Accountancy) Premier College, Chartered Certified Accountant (ACCA), London, UK, Completed CPA in California. Professional Resume of Sergio Montoya DRIVER TRAINING / SAFETY MANAGER Frey Qualifications Sergio Montoya has 20 years of practicing emergency medical service. Throughout his career, :he has integrated his skill of maximizing efficiency across multiple areas including customer service, marketing, business/community relations, and leadership. He is adept at conducting timely follow up with customers to ensure safe and efficient transportation, as well as working closely with crew instructors to promote and maintain optimal crew performance. Sergio Montoya is dedicated to education and training so that team members understand and implement the highest standards in vehicle operation and safety. Professional Experience Care Ambulance Service 2006 to Present • Driver Training/Safety Manager in charge of Driver Training Program including emergency vehicle operations training and curriculum • Trains Field Training Officers on proper methods of trainee evaluation • Implements policies and procedures to continuously maintain the highest standards in vehicle operation American Medical Response 1993— 2006 • Held several positions including CES Specialist/CQI Specialist, Driver Training Specialist/FTO Coordinator, LeadField Training Officer, and Emergency Medical Technician • As CES Specialist/CQI Specialist, responsibilities included developing comprehensive education programs for working professionals to maintain licenses and certifications • Collaborated in the development and training for the State of California ambulance strike team concept • Responsible for recruitment and staff development of qualified instructors for educational programs United States Navy 1990-1992 • Seaman Apprentice, USS' Missouri Education, Licenses and Certifications CPR, AED and First Aid Instructor, American Heart Association Certified Instructor, National Safety Council Emergency Medical Technician (current) Management, Leadership Training, Program, Leadership University EVOC Instructor/Instructor Trainer, US DOT/NHTSA ICS 100 and 200 NICI Basic Field Operations, California Emergency Medical Service Agency 250-305 Curriculum Vitae Freddy Sotelo, 31'.D., MPH MEDICAL DIRECTOR Summary of Qualifications • Physician leader with a focus on maximizing strengths of my staff and organization; encourage creative problem -solving • Motivated in achieving positive results. • Exceptional verbal and written communication on an individual and group level • Have the required knowledge of medical management, evidence -based practice, and physician engagement to create a successful hospital -physician collaboration Professional E xperience Chair, Credentials Committee, Medical Executive Committee July 2015 —present Co -Chair Health Information Management Committee Sept 2014 -present Crimson Clinical Advantage, Clinical Documentation Improvement Program and Emergency Department Best Practices Committee, MemorialCare Health Systems June 2014 -present Physician liaison and program champion MenrorialCare Health, Medical Director•, Senior Physician Advisor, Departmentofllealth Information Management, Clinical Documentation Improvement Project April 2014 - present Provide medical direction, coordination and oversight for the program and the medical centers. Challenged with a lowest quartile hospital case mix index for our large multi - specialty teaching hospital in Los Angeles I have currently led a diverse medical staff in capturing true patient severity of illness and risk or mortality. Part of the success is educating physicians and coding staff to ensure adequate and data capture practices are compliant, consistent, efficient and accurate. I developed sound and efficient clinical queries for physicians'. Currently our case mix index has increased from 1.6 to 1.91 and has led to increase revenue of about 1.6M in FY 2016. In addition the improved documentation has ledto a mortality ratio of over 1 to 0.5 over the last two years work. The proved required collaboration with HIM, hospital Medical Directors, the Chief of Staff, and hospital administrative staff. continued 250-306 Freddy Sotelo M.D., MPI1 - pg 2 of Professional Experience, continued Department of Emergency Medicine, Long Beach Memorial Medical Center July 2011 -present Leader, MC -21 Lean Process, Emergency Department continuous quality improvement and process improvement 1) Sub -treatment -Pause Improvement Project (process owner) 1112012-112013 - Challenged by poor patient waiting room experience in the emergency department I led improvement by streamlining and increasing efficiency of patient check-in, registration and time to treatment by a physician Results: improved ED arrival to ED bed times by 20% over 3 months and anticipate improvement in AVATAR scores. i 2) Early discharge A3 Rapid Process Improvement (process owner) 12/2013 present -With and increasing census our wait times were increasing leading to find an innovative way to decrease our length of stay for discharge patient. Allotted a new, previously underutilized, room in the ED to create and new pathway for early discharges and improvement in patient experience in the emergency department. The process required significant cultural change by nursing and physician practice and key frequent communication with ED staff Results: increased efficiency by increasing capacity without changes or additions to staffing. Demonstratedreduction in AMA rates, decreased length of stay for early discharge patients and anticipating improved AVATAR scorers. AMA has decreased 50% since start of process and length of stay for early discharge has decreased below target of 210 minutes Emergency Department and Surgical Department, Trauara service, Harbor -UCLA Medical Center Judy 2015 —present Member; Quality Improvement, Risk Management and Patient Safety Task force Harbor UCLA Medical Center, Department of Emergency Medicine August 2008 MSE Triage Pilot Study, Leader Obtained data to assess change in left -without -being -seen rate before and after initiation of the newly implemented Medical Screening Exam (MSE) in the emergency room triage area Freddy Sotelo M.D., MPH - pA, 3 of Education J Harbor -UCLA Medical Center, Department of Emergency Medicine Resident Physician, graduated June 2010 June 2007 - June 2010 UCLA School of Public Health, Department of Health Services M.P.H. Public Policy and Health administration September 2005 - June 2007 David Geffen School of Medicine at UCLA M.D. August 2002 - June 2007 University of California, Los Angeles September 2000 - June 2002 B.S. Biology Irvine Valley College September 1997 - June 2000 License and Certification American Board of Emergency Medicine, Board Certified June 2009 -present California License and DEA certified January 2008 - present ACLS, BLS, PALS certified June 2012 -present The Advisory Board Crimson Analytics Fellow October - November 2014 Academic Appointments Clinical Instructor of Medicine, Volunteer Clinical Instructor University of Southern California, Keck School of Medicine July 2011 -present Clinical Instructor of Medicine, Volunteer Clinical Instructor University of California, Irvine, School of Medicine July 2011 -present Speaking Engagements IfealthCare Partners Regional Hospitalist Meeting. "Clinical documentation integrity through capture of comorbid conditions and HCC capture" July 2014 MemorialCare Physician Society Annual Meeting "How clinical documentation integrity can impact national quality metrics" September 2014 Organizations American Association of Physician Leadership June 2015 - present American College of Emergency Physicians June 2009 -present MemorialCare Physician Society -June 2010 -pesent 250-308 JProfessional Resume of Jeffry G Talfnage, MICP L d OPERATIONS MANAGER r Professional Experience Care Ambulance Service / Orange, CA 2012 - Present Santa Ana Fire Department /Santa Ana, CA Paramedic Coordinator 1996-2012 Paramedic Training Coordinator 1992-1996 Paramedic 1982-1992 Paramedic (Western Medical Center for SAFD) 1978-1982 Santa Ana College Associate Instructor of Fire Technology Mi. San Antonio College Associate Instructor of Fire Technology Acereditations and Licenses Paramedic License - State of California LimitedServices Credential - State of California ACLS - Advanced Cardiac Life Support Provider BLS' Instructor BCLS Provider PALS - Pediatric Advanced Life Support Provider EMT'- Emergency Medical Dispatch Paramedic Preceptor California State Fire Marshall Instructor lA California State Fire Marshall Instructor 1B 250-309 i >S Professional Resume ofKlatann Thomas OPERATIC\S MANAGER/ FIELD SUPERVISOR Professional Experience Operations Manager - Care Ambulance Service 2012— Present - Field Training Officer/Emergency Medical Technician, Care Ambulance 2007 — 2012 Trained new hire attendants and drivers in all aspects of the company's performance expectations. This includes but is not limited to: ambulance checkout, documentation/ PCR/Invoicing, gurney handling, mapping/navigation, radio procedures/communication, scene management, patient care/disposition/safety, return to service, and emergency vehicle operations. FTO's at CARE also participate in career fairs, recertification for EMT -B's, skills training and testing for local ROP classes, and safety reviews. EMT Clinical Instructor; Center for Pre -Hospital Care, UCLA 2008-2011 Presented short skills presentations and instruction in the UCLA EMT Program. Provides mini -demonstrations and instructing students in practical skills, acting as a student advocate in the learning process, and creating an active learning environment. Netx,ork Implementation Specialist, L foNet Services Corporation 2000— 2003 Determined the required tasks and distribute work required to implement services requested. Developed project plans to ensure services ordered will be implemented correctly and on time. Performed quality reviews, provide ideas and input for process improvements and provide documentation to support necessary changes required to improve quality and efficiency. Troubleshot customer impacting issues through resolution phase. Resolution is defined as identifying, correcting, performing root cause analysis and documenting procedures required (if nonexistent) for future troubleshooting. Trained junior staff members to raise expertise levels within the group. Review team metrics relative to performance goals. Senior Non-CommissionedOf%icer US Army, United States Army 1988-2000 Senior/Lead Special Operations Intelligence Advisor with proven ability to solve problems, sustained high productivity in critical deadline environments. Managed more than 60 multi -discipline intelligence professionals at one time. Trained; supervised, and evaluated personnel in performance. Assisted in the development and implementation of operational procedures for US Army Special forces, Psychological Operations and Civil Affairs groups. Consistent demonstrated oral and written communications skills as the point of contact for briefings to various officers as well as foreign senior officials. Details are restricted based on Qovernment classification. y, fi continued 250-310 Professional Resume ofl(latann Thomas, pg 2' of 2 11 y Education Penn State University Bachelor of Science In progress (projected Winter 2015 Grad.) LA City College Associate of Arts Training • Completednational standard curriculum EMT -13 course at UCLA -CPC. • Certified/State Licensed Phlebotomist • Completed ACLS, PALS, Paramedic Preparation and Pre -hospital Trauma Life Support programs at UCLA -CPC. • Completed the Six Sigma for EMS course to the Black Belt level • Regularly attends workshops provided by various Hospitals throughout Los Angeles and Orange County focused on both ALSBLS continuing education programs. Certifi'cat'ions • Received CPR, NREMT-B and California EMT -13 credentials. • Certified AHA BCLS Instructor • Clinical' Skills instructor at UCLA, Center for Pre -Hospital Care • Current CA driver's license with a solid Ambulance and Private vehicle driving record. • Currently serving as a full-time Operations Manager with CARE Ambulance Service; 20,000+ hours field experience to date. 250-311 Professional Resume of Robert Wera Wig' i ORANGECOUNTY OPERATIONS DIVISION MANAGER T Key Qualifications ---- — -- ---- - „,A" Robert Viera began his career in emergency medical services with Care Ambulance and the J Orange County Fire Authority. He then advanced from Emergency Medical Technician to Operations Manager to his current position of Operations Division Manager at Care Ambulance. He is passionate about ensuring that all personnel, vehicles and equipment are operated in a professional and efficient manner. Robert Viera is proficient at optimizing resources while inspiring high quality performance, which makes him an outstanding operational leader. Professional Experience Care Ambulance Service 1996 - 1997, 1999 - Present • As Operations Division Manager (2007 - present) responsible for managing day-to-day operations within Orange County to meet strategic direction and goals • Coordinates Operational Area strike teams in cooperation with the Orange County EMS Agency; documented such activity for successful reimbursement from the State of California during the 2007 Firestorms • From 2004 = 2007, served as: Operations Manager in charge of Orange County field operations • Deployed as an ambulance Strike Team Leader to Hurricanes Katrina and Rita in 2005 • As Emergency Medical Technician (1996-97 and 1999 - 2004) responsible for providing emergency and non -emergency medical care and transport to patients Orange County Fire Authority 1997-1999 • Paid Call' Firefighter; Station 10, responding to structure fires, medical emergencies, traffic collisions,, floods;rescues and other emergencies Education, Licenses and Certifications Business Administration coursework, Vanguard' University (2007-2008) (2013) Emergency Medical Technician, North Orange County ROP (1995) ICS 100, 200, 300, 400, Management 1, Instructor I & 1B, California State Fire Marshal IS 200, 230, 235, 240, 241, 242, 244, 700, 703 and 800, FEMA WMD Technical Emergency Response Training, COBRA, Department of Homeland Security Ambulance Service Manager Program, Jay Fitch and Associates Ambulance Strike Team Leader; California Emergency Medical Services Agency Hazardous Materials' First Responder Operations Certified Car Seat Technician; National Highway Traffic Safety Administration Medical Unit Leader Trainee, National Wildfire Coordinating Group Awards and Professional Affiliations Recognized by the County of Orange EMS Agency for Outstanding Performance (2003, 2006 & 2007) Recognized by University, of Irvine' Medical Center for successfully delivery of a baby without paramedic assistance (1997) 250-312 Pr ofessional Resume of William T. Weston DIRECTOR Or OPER MONS Key Qualifications Bill Weston has been involved in the provision of emergency medical service since 1986. He is Highly skilled at tracking crucial operational and financial data to maximize operational efficiency and quality. He also possesses strong interpersonal and communication skills that make him a natural leader, able to educate, and challenge employees to the highest quality performance. Professional Experience Care Ambulance, Service 1996 - Present • Director -of Operations in charge of daily operations of this full-service ambulance company; include all aspects of safety, risk management, and human resources • Develops and implements operational and financial reporting procedures • Conducts weekly operational meetings Adams Ambulance Service 1994-1996 Director responsible for business development activities including marketing and promotional strategies Spearheaded management training program Implemented operational success indicator reporting process to effectively track crucial operational and financial data American Medical Response 1986-1994 • Director responsible to establish a medical transportation program between American Medical Response and Sutter Health Systems (the largest health care system in Northern California) • This required working with a multi -disciplinary team of company personnel, hospital executives and administrators, and social workers Education, Licenses and Certifications Designated Subjects Teaching Credential, California State University, Long Beach (2003) Master of Business Administration, University of Phoenix (2000) Bachelor'of Science/Business Administration, University of Phoenix (1997) Awards and Professional Affiliations Leadership in EMS Award, Orange County Emergency Medical Services Orange County Private Sector Terrorism Group Hospital Preparedness Program group President, Ambulance Association of Orange County California Ambulance Strike Team Task Force, Statewide Patient Movement Taskforce Region 1 Patient Transportatio5oQrd' tQ r 250-314 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE RESTATED AND AMENDED LEASE AGREEMENT WITH THE SANTA ANA UNIFIED SCHOOL DISTRICT FOR ANGELS PARK AND NEAL MACHANDER TENNIS CENTER {STRATEGIC PLAN NO. 6, 1} CITY ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 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 restated and amended lease agreement between the City of Santa Ana and the Santa Ana Unified School District for Angels Park and Neal Machander Tennis Center, which includes exercising the first extension of the no - cost lease agreements for a 10 -year period from January 15, 2019 to January 14, 2029, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION In 1971, the City of Santa Ana (City) and the Santa Ana Unified School District (District) entered into long-term lease agreements for the use of properties known as Angel's Park and Neal Machander Tennis Center. Angels Park is property owned by the District that is used by the City. The Neal Machander Tennis Center is property owned by the City that is used by the District. Both leases were drafted and intended to be mutually dependent on each other. No money exchange is required in the leases. The consideration for these leases is allowing each agency use of the other's property. Each lease is contingent on the other lease being in effect. If either lease is terminated both leases are deemed terminated. In 2009, the City entered into a 10 -year no -cost lease agreement with the District, with an option to extend the term of the lease for two, ten-year terms, to allow the City to continue use of property owned by the District, Angel's Park. Then in 2012, a similar agreement was executed to allow the District to continue use of property owned by the City, Neal Machander Tennis Center. Due to the fact that each lease agreement is contingent on the other, the City is proposing to consolidate the two agreements into one restated agreement encompassing the terms from the 2009 Angels Park lease and the 2012 Neal Machander Tennis Center Lease. Additionally, the restated lease is being amended to exercise the first of two, ten-year renewal terms. 25P-1 Restated and Amended Lease Agreement with the Santa Ana Unified School District for Angels Park and Neal Machander Tennis Center December 18, 2018 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). FISCAL IMPACT There is no fiscal impact associated with this item. No money exchange will be required. %*� --- t w;' Lisa RLkU6ff Executive Director Parks, Recreation and Community Services Agency Exhibit: 1. Angels Park/Neal Machander Tennis Center Restated and Amended Lease Agreement 25P-2 AMENDED AND RESTATED LEASE AGREEMENT FOR ANGELS PARK AND THE NEAL MACHANFER TENNIS CENTER BETWEEN THE SANTA ANA UNIFIED SCHOOL DISTRICT AND THE CITY OF SANTA ANA This Amended and Restated Lease Agreement ("Agreement') is entered into this _ day of 201_ ("Commencement Date," by and between the Santa Ana Unified School-DiRrfct, herein referred to as "SAUSD" and the City of Santa Ana, a charter city and municipal corporation, duly organized and existing under the constitution and the laws of the State of California herein referred to as "City." Collectively, City and SAUSD may also be referred to as "the parties." RECITALS A. On October 4, 1971, the City and SAUSD entered into a long-term lease agreement for the use of the property formerly known as "McKinley Elementary School" and now commonly known as "Angels Park." A graphical description of said property is attached hereto as Exhibit 1. On that same date, the parties entered into a long-term lease agreement for the property formerly known as the "Waterworks Park Site," and now commonly known as the "Neal Machander Tennis Center," for use as a Tennis Court facility. A graphical description of said property is attached hereto and marked as Exhibit 2. Both the Angel Park and Neal Machander Tennis Center leases were drafted and intended to be mutually dependent on each other. B. On January 9, 2009, the parties entered into anew Agreement, City Agreement # A- 2008-311, which was intended to continue the lease in place between the City and SAUSD in order for the City to be able to maintain the use of Angels Park as a public park. The Agreement had a term of ten (10) years with two (2) optional additional ten (10) year extensions. C. On February 12, 2012, the parties entered into a new Agreement, City Agreement # N- 2012-012, which was intended to continue the lease in place between the City and SAUSD in order for SAUSD to be able to maintain the use of the Neal Machander Tennis Center as a Tennis Facility for use by Students and the public. The Agreement had a term often (10) years with two (2) optional additional ten (10) year extensions. D. The parties intend to combine the two leases into one Restated Agreement and to exercise the first optional ten (10) year term extension by way of Amendment. This Amended and Restated Lease Agreement is meant to replace the 2009 Lease Agreement between the parties for Angels Park and the 2012 Lease Agreement between the parties for the Neal Machander Tennis Center. E. Education Code sections 10900 et seq., and Education Code section 10905, specifically, authorizes SAUSD to cooperate with the City to cant' outs its purposes in promoting and 25P-3 preserving the health and general welfare of the people of the state and to cultivate the development of good citizenship by providing for adequate programs of community recreation for children and adults. These Education Code sections authorize SAUSD to enter into agreements and to do any and all things necessary or convenient to aid and cooperate in carrying out that propose. F. Pursuant to its Charter, the City is authorized to convey and lease real property and to enter into cooperative agreements that further the interests of the City. G. The City and SAUSD desire to delineate their respective rights and duties regarding use, maintenance, and operation of both Angels Park and the Neal Machander Tennis Center. NOW, THEREFORE, the City and SAUSD hereby agree as follows: 1. Premises and Use. a. Angels Park- SAUSD owns the real property located at 914 West Third Street, Santa Ana, California and commonly known as "Angels Park" ("Premises 1"). SAUSD hereby leases to City Premises 1 for continued use as a public park. City hereby accepts Premises 1 in its condition existing as of the Commencement Date of this Agreement. b. Neal Machander Tennis Center- City owns the real property located at the comer of First Street and Flower, Santa Ana, California and commonly known as "Neal Machander Tennis Center ("Premises 2" or "Joint Use Property"). City hereby leases to SAUSD Premises -2 for continued.use as a Tennis Facility. City and SAUSD intend that Premises 2 remain subject to Joint Use as specifically described herein. SAUSD accepts Premises 2 in its condition existing as of the Commencement Date of this Agreement. 2. Term. This Agreement shall be deemed to have been in effect since January -15; 2009. The parties agree by way of this Amended and Restated Agreement to exercise the first optional additional ten (10) year extension from,January 45, 2019 to -January 14, 2029, This Agreement also contains one (1) option to renew the Agreement for one additional ten (10) year term upon providing written notice within six (6 months) of expiration of the Agreement. Upon expiration of the lease term, the lease will become month-to-month. 3. Definitions. The following definitions shall apply to the terms as used in this Agreement: a. "City Time" shall mean those days and hours, outside of Regular School Hours, when the City shall have the right to schedule use of the Joint Use Facilities. 25P-4 b. "District Time" shall mean the time during Regular School Hours, when the SAUSD shall have the right to schedule use of the Joint Use Facilities for the SAUSD and others, including OCHSA. C. "Joint Use Facility" shall mean the tennis courts currently on the Joint Use Property including but not limited to the public restrooms and parking lot. A graphical depiction of the Joint Use Facilities is attached hereto as Exhibit 2. The Joint Use Facilities specifically excludes that portion of the Joint Use Property identified as the Reservoir Service Area in Exhibit 2. d. "Joint Use Property" shall mean that certain real property and improvements described in Exhibit 2 also called "Premises 2" for purposes of this Agreement. e. "Regular School Hours" shall mean 6:00 a.m. through 6:00 p.m. Monday through Friday (excluding state and national holidays observed by SAUSD) unless changed by agreement of the parties. f. "Technical Advisory Committee" shall mean that certain committee created and appointed by the City Manager of the City and the Superintendent of SAUSD pursuant to the Joint Use Agreement between the parties pertaining to Godinez High School at Centennial Park. The Technical Advisory Committee ("TAC") shall be responsible for resolving conflicts in scheduling of the Joint Use Property or other implementing provisions of this Agreement at the Waterworks Parksite. 4. Consideration. No money exchange is required. The Consideration for this Agreement is execution of the mutual leases for Angels Park and the Neal Machander Tennis Center. Said leases are contingent on the other lease being in effect. If either lease is terminated, for any reason, both leases shall be deemed terminated. 5. Non -Recording. Neither party shall record this Agreement. 6. Authority to Seek Grant Funding. The parties agree that City as to Premises 1 and SAUSD as to Premises 2 will have the right to seek grant funding for future projects and rely upon its use and lease of its respective leased property as a basis for applying for grant funding. 7. Indemnity. a. City shall protect, defend, indemnify and save and hold harmless SAUSD, 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 City's performance of this Agreement or City's failure to comply with any of City's obligations contained in the Agreement by 25P-5 City, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of SAUSD. In the event that SAUSD is named as a co-defendant, City shall notify SAUSD of such fact and shall represent SAUSD in such legal action unless SAUSD shall bear its own litigation costs, expenses and attorney's fees. b. SAUSD shall protect, defend, indemnify and save and hold harmless City, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of any nature) arising out of or in connection with SAUSD's performance of this Agreement or SAUSD's failure to comply with any of SAUSD's obligations contained in the Agreement by SAUSD, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of City. In the event that City is named as a co-defendant, SAUSD shall notify City of such fact and shall represent City in such legal action unless City shall bear its own litigation costs, expenses and attorney's fees, 8. Use of Joint Use Facilities. a. District Priority. SAUSD shall have the right, without prior consent of the City, to schedule use of the Joint Use Facilities outside of Regular School Hours for both the regular school year and summer school. In the event that SAUSD desires to use or schedule use of the Joint Use Facilities outside of Regular School Hours, it agrees that it will reserve the Joint Use Facilities ahead of schedule. b. City Priority. City shall have the right at its discretion to schedule activities at the Joint Use Facilities, without prior consent of the SAUSD, provided (1) that the times are not in conflict with District Time. City regulations shall be in effect for the purposes of any public usage of the tennis facilities. c. Scheduling Conflicts. I the event that a scheduling conflict arises and the District requires the use of the facilities during City Time, SAUSD agrees that it will provide a reasonable relocation site for use by the City. d. Supervision. SAUSD will be responsible for managing the Joint Use Facilities during Regular School Hours and other District Times. Likewise, the City will be responsible for managing the Joint Use Facilities during City Time. The City shall provide a level of supervision and security commensurate with that provided at City - owned facilities at all times while using the Joint Use Facilities. e. Conflict Resolution. In the event of any conflict with respect to scheduling of the Joint Use Facilities, or any other implementing provisions in this Agreement, the TAC shall be consulted to resolve the dispute. 25P-6 9. Maintenance and Repair. a. Premises 1: City shall, at its sole cost and expense, maintain and repair the premises including, but not limited to, the removal of all trash, debris, graffiti, as well as, janitorial services and any necessary special intensive cleaning. If City causes any damage to the premises or to access roadways or other nearby facilities, it shall properly repair same as specified by SAUSD. b. Premises 2: During Regular School Hours for both the regular school year and any summer school the SAUSD shall, at its sole cost and expense, maintain and repair the premises including, but not limited to, the removal of all trash, debris, graffiti, as well as, janitorial services and any necessary special intensive cleaning. If SAUSD causes any damage to the premises or to access roadways or other nearby facilities, it shall properly repair same as specified by City. 10. Construction, Removal and Modification of the Leased Premises a. Premises 1: City shall have the right to modify, demolish or otherwise alter the improvements on the leased premises, or to add any new structures or improvements to the eased premises so long as the leased premises continues to be used for park purposes. b. Premises 2: SAUSD shall first seek written authorization from City to modify, demolish, or otherwise alter the improvements on the leased premises, or to add any new structures or improvements to the leased premises. 11. Assignment. Neither party shall, either voluntarily or by operation of law, assign, transfer, mortgage, pledge, or encumber their respective leases or any interest therein, and shall not sublet their respective leased premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (employee, agent, servant, and invitees excepted) to occupy or use their respective leased premises, or any portion thereof, without he prior written approval of the respective owner of the leased premises. 12. Utilities. a. Premises 1: i. City shall pay for all electricity, gas, water, and sewer services furnished to Premises 1 for the use, operation and maintenance of Premises 1 during the term of this Agreement, or any extension thereof, and for the removal of trash from Premises 1 during the term of this Agreement, and any extension thereof. 25P-7 ii. City shall have the right to improve the present electrical and telecommunication cabling and outlets and any other such infrastructure that would reasonably be associated with City's intended use of Premises 1, all at City's sole cost and expense. b. Premises 2: L City shall pay for all electricity and water services furnished to Premises 2 for the use, operation and maintenance of Premises 2 during the Term of this Agreement, and any extension thereof, and for removal of trash from Premises 2 during the Tenn of this Agreement, or any extension thereof. ii. SAUSD shall have the right to improve the present electrical and telecommunication cabling and outlets and any other such infrastructure that would reasonably be associated with SAUSD's intended use of Premises 2, all at SAUSD's sole cost and expense. 13. Termination. a. In the event of any damage, destruction, or condemnation of Premises 1 of 2, which renders leasee's leased premises unusable or inoperable in the lessee's judgment, the lessee shall have the right, but not the obligation to terminate the Agreement with respect to its leased premises by giving written notice to the owner of the leased premises within thirty (3 0) days after such damage, destruction or condemnation If by virtue of such casualty or condemnation, the leasee determined that its leased premises is no longer adequate for leasee to continue its operations, or any repairs to its leased premises have not been completed or cannot reasonably be completed within sixty (6) days from the date of the damage, destruction or condemnation, This Agreement will become null and void. b. In the event of condemnation, unless leasee is allowed by the condemning authority to continue its operations in its leased premises, this Agreement shall terminate as of the date title to the leased premises vests in the condemning authority or leasee is required to cease its operations whichever is earlier. If any property described herein or hereafter added hereto is taken in eminent domain, the entire award shall be paid to the owner of the leased premises. 14. Insurance. Both the City and SAUSD shall maintain, for the period covered by this Agreement, at their own respective cots, their own respective policy or policies of general liability insurance and property insurance. Each party waives subrogation of its insurance coverage for the other entity. Self-insurance authorized by state law and/or maintained by the City or SAUSD in the regular course of business for its other activities shall satisfy this requirement. 25P-8 15. Notices. All notices, statements, demands, requests„ consents, approvals, authorizations, appointments, or designations hereunder by either party to the other shall be in writing and shall be deemed given and served upon the other party, if delivered personally or three (3) days after depositing in the United States mail potage paid, addressed as follows: If to CITY: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attention: Clerk of Council And City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attention: City Attorney I:rord, City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attention: Executive Director of Parks, Recreation and Community Services Agency If to SAUSD: Santa Ana Unified School District 1601 East Chestnut Santa Ana, California 92701 Attention: Assistant Superintendent, Facilities and Governmental Relations 16. Incorporation of Recitals and Exhibits. All of the recitals and exhibits set forth in or attached to this Agreement are by this reference incorporated in and made part of this Agreement. 17. Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments thereto. 7 25P-9 18. Governing Law. This Agreement shall be construed and interpreted in accordance with and shall be governed and enforced in all respects according to the laws of the State of California without regard to conflicts of laws principals. 19. Entire Agreement. This Agreement contains the entire understanding of the parties and supersedes any and all other written or oral understanding. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the other party or parties sought to be charged or bound by the alteration of amendment. 20. Captions. Any captions or headings to the Sections and subsections in this Agreement are solely for the convenience of the parties hereto, are not part of this Agreement, and shall not be used for the interpretation of determination of the validity of his Agreement or any provision thereof. 21. Severability. If anyone or more of the provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable term or provision has never been contained herein. 22. Further Assurances. Each party shall cooperate with the other and shall execute such documents as may reasonably necessary to carry out the provisions of this Agreement including the providing of estoppel certificates. 23. No Waiver. Any waiver, consent or approval by either party of any breach default or event of default of any provision, condition or covenant of this Agreement must be in writing and shall be effective only to the extent set forth in writing. No waiver of any breach, default or event of default shall be deemed a waiver of any later breach, default or event of default of the same or any other provision of this Agreement. Any failure or delay on the part of either party in exercising any power, right or privilege under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude any further exercise thereof. 24. Rights and Remedies. No right or remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other right or remedy given hereunder or hereafter existing at law or in equity. The exercise of any one or more rights or the election of any one or more remedies by any party shall not constitute a waiver of the right to exercise other available rights or pursue other available remedies. [Signatures on next page] 25P-10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. "SAUSD" "City" Santa Ana Unified School District, a City of Santa Ana, a charter city and political subdivision of the State of municipal corporation, duly organized and California existing under the constitution and the laws of the State of California By: By: Superintendent RAUL GODINEZ, II. City Manager By: Attest: President of the Board By: MARIA D. HUIZAR City Clerk Attest: Approved as to form: SONIA R. CARVALHO By: City Attorney Clerk of the Board By: gA1. cL A. D14'VI Laura A. Rossini Senior Assistant City Attorney Recommended for Approval: By: Lisa Rudloff Executive Director of Parks, Recreation and Community Services Agency 25P-11 i � r io 25P-12 1 cr IWINP srFeeT ANGELS COMMUNITY PARK 914 W. Third 3t. 25P-13 USE AREA I 11 25P-14 PTI FAi \ �: i ffp_woaaaaaaoa Mm www=I 1►i� i►ii►Nome Imm I -- m a w z Ea 25P-16 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: 18 , 2018 TITLE: APPROVE FIRST AMENDMENTS TO THE DOWNTOWN MERCHANTS FUND OPERATING AGREEMENTS WITH DOWNTOWN INC. AND SANTA ANA BUSINESS COUNCIL {STRATEGIC PLAN NO. 3,4F) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1sT Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute First Amendments to the Downtown Merchants Fund Operating Agreements with Downtown Inc. and Santa Ana Business Council in the amount of $200,000 ($100,000 per organization), for the period of January 1, 2019 through December 31, 2019, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On August 4, 2015, the City Council adopted the Downtown Enhancements and Parking Modernization Plan to address the need to modernize parking structures, enhance public amenities, and address deferred maintenance in the downtown. As part of the Plan, downtown business associations and stakeholders agreed to an increase in parking rates and the implementation of new smart meters in the downtown area with the understanding that increased revenue from these new rates and smart meters would be reinvested back into the downtown. As part of the Plan, it was proposed that a Downtown MerchantsNalidation Fund be created to fund a validation program for participating business and merchants to reward their customers for using the parking structures. Before implementation, both merchant groups and the City staff determined that a validation program was not feasible due to the administrative burden of such a program. It was recommended that the funds be used by Downtown Inc. and Santa Ana Business Council for continued promotion and marketing of the downtown to complement the annual Business Improvement District funds. On December 5, 2017, the City Council approved agreements with Downtown Inc. and Santa Ana Business Council in the amount of $200,000 ($100,000 per organization) for the 2018 Downtown Merchants Fund (DMF) in lieu of the validation program. The intent of this agreement is for both organizations to receive $100,000 from the DMF each calendar year that such funding is approved by City Council. 25Q-1 First Amendment to the Downtown Merchants Fund Operating Agreement December 18, 2018 Page 2 The proposed 2019 Merchants Fund budgets of in the amount of $200,000 ($100,000 per organization) have been submitted for City Council consideration (Exhibit 1). With approval, this funding will continue to support marketing efforts and will allow for successful year-round administration of events for the Downtown. This additional $100,000 per organization will complement the existing funds each association receives from the City's Business Improvement District (BID). In FY 2017-18, the Merchants Fund enhanced the Business Improvement District funding and brought successful events and promotions that drew thousands of visitors to Downtown Santa Ana. These events and promotions included: First Saturday Artwalk, Savor Santa Ana, Boca De Oro Literary Festival, Santa Ana Media Summit, Outdoor Cinema Series, Santa Ana Sidewalk Sales (monthly), and the Downtown Santa Ana newsletter. Additionally, the Downtown Bridal Association, Restaurant Association, Arts Association, and other downtown stakeholder meetings also receive support. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #3 (Economic Development), Objective 4 (Continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment destination), Strategy F (Partner with downtown business and merchant associations to program events that showcase restaurants, shopping and entertainment venues). FISCAL IMPACT Funds in the amount of $100,000 are available in the Downtown Enhancements and Parking Modernization Plan account (no. 02710133-62300) for expenditure in FY 18-19. Funds in the amount of $100,000 for the second half of the agreement term will be included and budgeted in the FY 19-20 budget. Steven . Mendoza Executive Director Community Development Agency APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibits: 1. Proposed 2019 Merchants Fund Budget / 2. Downtown Inc. - First Amendment to the Downtown Merchants Fund Operating Agreement 3. Downtown Inc. - Downtown Merchants Fund Operating Agreement 4. Santa Ana Business Council - First Amendment to the Downtown Merchants Fund Operating Agreement 5. Santa Ana Business Council — Downtown Merchants Fund Operating Agreement 25Q-2 EXHIBIT 1 Proposed 2019 Merchants Fund (Parking Revenue) Budget Downtown Inc. Budget Personnel Costs $42,500 Contractors/Professional Services $15,000 -- Event Producers, Program Coordinators, Production Staff Meetings/Stakeholder Groups/Training $12,500 -- Restaurant Assoc., Arts Meetings, Staff & Stakeholder Development Marketing/Promotions/Events $12,500 -- Maps, Guides, Savor Santa Ana, Artwalk Communication $10,000 -- Newsletter, Social Media, Translation, Design, Videos, Photos Office/Operations/Technology $7,500 --- Office Supplies, Web hosting, Subscription Technology/Software Downtown Inc. TOTAL: $100,000 Santa Ana Business Council Budget Administrative/Personnel Costs $18,000 -- Consulting Services Contractors/Professional Services $23,300 -- Grant Writer, Specialized Nonprofit Accountant Meetings/Stakeholder Groups/Training $20,000 -- Entrepreneurship and Small Business Education Development Marketing/Promotions $9,700 -- Building Downtown Business &Community Engagement Team, Internship Program Events/Entertainment/Sponsorships $14,000 -- Downtown Activation, Circulation, Flows, Urban Tacticalism, Pilot Projects Communication $15,000 -- News, Print Media, Photography, Videography, Social Media Support Services Santa Ana Business Council TOTAL: $100,000 Proposed 2019 Merchants Fund Budget TOTAL: $200,000 EXHIBIT 1 25Q-3 25Q-4 EXHIBIT 2 THE DOWNTOWN MERCHANTS FUND OPERATING AGREEMENT THIS FIRST AMENDMENT TO THE DOWNTOWN MERCHANTS FUND OPERATING AGREEMENT is entered into this 18th day of December, 2018, by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City"), and Downtown Incorporated, Inc., a California non-profit corporation ("DTI"). RECITALS A. On January 10, 2018, the City entered into the Downtown Merchants Fund Operating Agreement #A-2017-326 with DTI to create the Downtown Merchants Fund ("DMF") from a portion of downtown parking revenues for continued promotion of the downtown ("said Agreemenn. The intent of said Agreement is for DTI to receive $100,000 from the DMF each calendar year that such funding is approved by City Council. B. The City hereby approves an additional $100,000 in DMF funds for use by DTI in 2019 pursuant to the terns and conditions of said Agreement. Additionally, the City hereby approves DTI's 2019 DMF Annual Budget. C. In accordance with the terms and conditions of said Agreement, the parties desire to amend said Agreement to extend the term of said Agreement, add an additional $100,000 in DMF funding for the extended term of said Agreement, and incorporate DTI's 2019 DMF Annual Budget into said Agreement. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terns and conditions of said Agreement, except as herein modified, the parties agree as follows: Pursuant to the terms of said Agreement, the City Council approved an additional $100,000 in DMF funding for the 2019 calendar year to be utilized by DTI pursuant to DTI's 2019 DMF Annual Budget and the terms of said Agreement. 2. Section 1.02, Term, shall be amended to read as follows: "This Agreement shall commence on the date first written above and terminate on December -31-,-2019, unless terminated earlier in accordance with sections 4.02 or 4.05 below." 3. Section 2.01, Annual Budget and Program Report, subsection (a), shall be amended to reflect the City's approval of DTI's 2019 DMF Annual Budget, a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by reference. 25Q-5 4. Section 2.02, Bi -Annual Financial Statement and Audit, shall be amended to read as follows: "Annual Financial Statement and Audit No later than November 1 of each year, DTI shall submit to the City Manager a complete statement of DTI's revenues and expenditures and a financial audit for the preceding year prepared by an independent certified public accountant." 5. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Approval and Amendment to said Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager DOWNTOWN INCORPORATED, INC.: Ryan Chase President Tax ID# 264051161 25Q-6 2 EXH[BTT A DOWNTOWN MERCHANTS FUND ANNUAL BUDGET Proposed 2019 Merchants Fund (Parking Revenue) Budget Downtown Inc. Budget Personnel Costs $42,500 Contractors/Professional Services $15,000 -- Event Producers, Program Coordinators, Production Staff Meetings/Stakeholder Groups/Training $12,500 -- Restaurant Assoc., Arts Meetings, Staff & Stakeholder Development Marketing/Promotions/Events $12,500 -- Maps, Guides, Savor Santa Ana, Artwalk Communication $10,000 -- Newsletter, Social Media, Translation, Design, Videos, Photos Office/Operations/Technology $7,500 --- Office Supplies, Web hosting, Subscription Technology/Software Downtown Inc. TOTAL: $100,000 25Q-7 25Q-8 INSURANCE ON FILE WORK MAY PROCEED LIMINSURANCE EXPIRESiv / A/ij CLEUN L DATE: JAN 19 2018 0'. CPA (p) EXHIBIT 3 DOWNTOWN MERCHANTS FUND OPERATING AGREEMENT A-2017-326 C This OPERATING AGREEMENT made and entered into this 10 day of, N . 2018, by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City"), and Downtown Incorporated, Inc., a California non-profit corporation ("DTr') RECITALS A. On August 4, 2015, the City Council adopted the Downtown Enhancements and Parking Modernization Plan to address the need to modernize parking structures, enhance public amenities, and address deferred maintenance in the downtown (Santa Ana Ordinance No. NS -2880). B. Downtown business associations and stakeholders agreed to an increase in parking rates and the implementation of new smart meters in the downtown area with the understanding that increased revenue from these new rates and smart meters would be reinvested back into the downtown C. As part of the Plan, it was proposed that a Downtown Merchants Fund ("DMF") be created for continued promotion of the downtown. This funding will continue to support strong marketing efforts and will allow for successful year-round administration of events for the downtown. D. Both DTI and the Santa Ana Business Council have provided budgets for the administration of the DMF. This additional $100,000 per organization will complement the existing funds each association receives from the City's Business Improvement District ("BID"). E. The City and DTI under this Operating Agreement propose to: (1) confirm that DTI will receive $100,000 from the DMF each calendar year that such funding is approved by City Council; (2) to provide that DTI's use of said DMF funds will be consistent with its approved DMF Annual Budget; and, (3) to provide for auditing of DTPs DMF funds. WHEREFORE, and in consideration of the mutual and respective covenants and promises hereinafter set forth, and subject to the terms and conditions of this Operating Agreement, the parties hereto do hereby agree as follows: ARTICLE I PRELIMINARY MATTERS § 1.01 Definitions As used in this Operating Agreement, the following terms shall have the following 25Q-9 meanings: (a) "City" means the City of Santa Ana, California. (b) "City Council" means the City Council of the City. (c) "City Manager" means the City Manager of the City or his/her designated representative(s). (d) "DMF" means Downtown Merchants Fund, a fund created from downtown parking revenues to support marketing of the downtown. (e) "DTr' means Downtown Incorporated, Inc., a California nonprofit corporation. (1) "Board" means the Board of DTI. § I.02 Lem This Agreement shall commence on the date first written above and terminate on 20_, unless terminated earlier in accordance with sections 4.02 or 4.05, below. The Term of this Agreement shall be automatically renewed in one (1) year Renewal Terms, unless terminated earlier in accordance with sections 4.02 or 4.05, below. § 1.03 Status of DTI (a) By its execution of this Agreement, DTI wan -ants that it is duly incorporated under the laws of the State of California and that true and correct copies of its Articles of Incorporation and Bylaws and a true and correct listing of DTI's officers and their terms of office, certified as such by DTI's Secretary, have been filed with the Clerk of the Council. (b) By its execution of this Agreement, City accepts and agrees to the organization of DTI as set forth in the above said Articles of Incorporation and Bylaws. § 1.04 Compensation of DTI Board Members and Meetings (a) Meetings shall be held on a quarterly basis with more meetings called at the discretion of the DTI Board. When conducting meetings related to the DMF, members of the Board shall serve without compensation other than reimbursement for expenses incurred by them in the course of the performance of services for DTI when authorized by the DTI Board. § 1.05 Changes in Officers Articles and Bylaws DTI shall notify the Clerk of the Council of any change in the membership of the Board and any change in the officers of DTI. Any amendment of DTI's Articles or Bylaws shall be filed with the Clerk of the Council. 2 25Q-10 §1.06 City Representation at Meetines of DTI The City Manager shall be entitled to attend all meetings of DTI related to the DMF and to participate in the discussions of the Board to the same extent as the members of the Board, and DTI shall assure that the City Manager is provided with reasonable advance notice of all meetings of DTI. Nothing herein shall be construed to provide the City Manager with any authority to make, second, or vote on motions, or to cause him/her to be counted for purposes of determining whether a quorum exists at meetings of DTT. §1.07 City Residents, Downtown Property Owners and Business Operator-so{t the Board A majority of the Board shall be City residents, downtown property owners, or business operators. If the number of members who are City residents, downtown property owners, or business operators becomes less than a majority due to the death, resignation, or change of residence or business location, DTI shall not be in defimlt under this section, provided, however, the the next member appointed to the Board shall be a City resident, downtown property owner, or business operator. ARTICLE 2 REPORTS AND RECORDS AND DMF FUND TRANSFERS § 2.01 Annual Budget and Program Report (a) No later than November 1 of each year, DTl shall provide the City Manager with a copy of a detailed calendar year operating budget showing expected sources of revenue and the nature of all expected or proposed expenditures for the forthcoming calendar year and a report on the proposed programs to be undertaken by DTI in said calendar year. A true and correct copy of DTI's 2016 DMF Annual Budget is attached hereto as Exhibit A and incorporated herein by reference. (b) If the proposed budget is accepted by the City Manager, it shall be submitted to the City Council for approval, in whole or in part. If the proposed budget is rejected by the City Manager, the City Manager and DTI shall meet in good faith in an attempt to reach agreement on a budget. If they are unable to do so, the City Manager shall submit DTI's proposed budget to the City Council for approval, in whole or in part. (c) DTI acknowledges that its proposed budget in any given calendar year will consist of $100,000, or any such amount as previously approved by the City Council. (d) DTI further acknowledges that expenditures of DMF funds will be for the purposes identified in the Downtown Enhancements and Parking Modernization Plan. (e) The City shall provide DT1 with $25,000 of DMF funds each quarter (January 1, 25Q-11 April 1, July 1, and October 1) for a total of $100,000 of DMF per year. If the first day of the quarter falls on a weekend, holiday, or other day in which City Hall is closed, then said deposit shall be made the next day City Hall is open. (f) The City upon depositing DMF monies shall notify DTI by electronic mail of the net amount of funds deposited to DTI. Failure by DTI to receive or acknowledge electronic mail notification shall not constitute a breach of this Agreement. (g) All DMF expenditures must be for the purposes identified in the Downtown Enhancements and Parking Modernization Plan, and must be sufficiently documented by accompanying receipts, purchase invoices, or other permanent evidences of expenditure as may be prudently required by the City in accordance with Generally Accepted Accounting Principles and established City accounting procedures. If DTI expends any DMF money for unauthorized purposes, the City may, at its sole option, deduct the disputed amount from any future DMF payments to DTI, or may terminate the Agreement pursuant to the terms of section 4.05. (h) In the event questions arise relating to the payment of funds to ATI, DTI may within 15 days of notification request an accounting by the City of the amount of net funds disbursed to DTI. Thereupon the City shall re-evaluate the amount of such. disbursement and give written notification of its decision to DTI which shall be fmal and conclusive. § 2.02 Bi -Annual Financial Statement and And Every six (6) months (June 30 and December 31), DTI shall submit to the City Manager a complete statement of DTPs revenues and expenditures and a financial audit for the preceding half- year prepared by an independent certified public accountant. § 2.03 Financial Records DTI shall keep, or cause to be kept, true, accurate and complete records, including double - entry books, a profit and loss statement, and a balance sheet, such that if possible at all times to determine the amount and nature of all revenues and expenditures. All expenditures and transactions shall be supported by documents of original entry such as sales slips, cash register tapes, and purchase invoice and receipts. All such account books, statements, balance sheets and supporting documents shall be retained by DT1 for a period of three (3) years after the end of the accounting year to which they pertain. § 2.04 Accounting Procedures DTI shall maintain a system of accounting according to Generally Accepted Accounting Practices. 0 25Q-12 § 2.05 Inspection and Audit City shall be entitled, during the tern of this Agreement and for a period of one year following the termination, to: (a) inspect and examine all of DTI's books, statements, records, and supporting documents to ascertain the correctness of DTI's financial statements. Any such inspection and/or examination shall be conducted during normal business hours with prior 15 days written notice to DTI; and (b) inspect and examine each expense made by DTI to ascertain that all expenses are for the purposes identified in the Downtown Enhancements and Parking Modernization Plan, and that all expenses are sufficiently documented by receipts, purchase invoices, or other permanent evidences of expenditure in accordance with Generally Accepted Accounting Principles and established City accounting procedures. Any such inspection and/or examination shall be conducted during normal business hours with prior 15 days written notice to DTI. ARTICLE 3 INDEMNITY AND INSURANCE § 3.01 Indemnification DTI shall indemnify and save harmless City and its officers, agents and employees from and against any and all claims, demands, loss or liability of any kind or nature which City or its officers, agents, or employees may sustain or incur, or which may be imposed upon them, or any of them, as a result of, arising out of, or in any manner connected with DTPs management and/or administration of the DMF funds. § 3.02 Insurance Requirement Gen Prior to the Commencement Date (except as hereinafter otherwise provided), DTI shall obtain at its sole cost and file with the Clerk of the Council, and maintain throughout the Tern, policies of insurance as required by this section and sections 3.03 through 3.05, or a certificate of such insurance, satisfactory in form to the City Attorney. Each such policy (except policies of Workers' Compensation Insurance) shall name City as an insured or additional insured and each liability insurance policy shall also name the officers, agents and employees of City as insureds or additional insureds. Each such policy shall also contain a provision that no termination, cancellation or change of coverage or (where applicable) of insured or additional insured shall be effective until after thirty (30) day notice thereof has been given in writing to City. § 3.03 Liability Itas rce DTI shall provide a policy or policies of insurance which provides coverage not less than that provided in the form of a comprehensive general liability insurance policy against liability for 25Q-13 any and all claims and suits for damages or injuries to persons or property resulting from or arising out of the operations of DTI, its officers, employees, agents or assigns. Said policy or policies of insurance shall provide coverage for both bodily injury and property damage in not less than One Million Dollars ($1,000,000.00) combined single limit, or its equivalent. § 3.04 Fidelity Bondinn DTI shall provide a policy or policies of insurance insuring DTI against loss due to dishonesty of DTPs officers, agents and employees. Said policy or policies shall provide coverage in not less than $500,000. § 3.05 Workers' Compensation Insurance DTI shall provide a policy or policies of workers' compensation insurance as required by law. § 3.06 Modification of Insurance Requirements The City Manager may modify or suspend the requirements imposed on DTI by this Article if in Esther reasonable determination strict compliance is impossible or excessively costly due to insurance market conditions. ARTICLE 4 DEFAULTS, REMEDIES AND TERMINATION § 4.01 Defaults (a) Failure or delay by either party to perform any term or provision of this Agreement shall constitute a default under this Agreement. The injured party shall not initiate the remedies hereinafter provided until the defaulting party has been given written notice of the default, specifying the nature thereof and a period of sixty (60) days to cure or correct such default (b) Any failure or delay by either party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. § 4.02 Remedies of City In the event of any default and failure to cure, correct or remedy the same by DTT, City may, at City's sole discretion, in addition to or in lieu of any other remedies, exercise either of the following remedies: (a) Delay of any or all transfers of DMF funds to DTI pursuant to §2.01 of this 25Q-14 Agreement until such default is cured, corrected or remedied; provided such delay is approved by the City Council. (b) Terminate this Agreement, provided such termination is approved by the City Council. § 4.03 Legg Actions In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal action must be instituted in the Superior Court of the County of Orange, State of California, or in any other appropriate court in that county. § 4.04 Cumulative Rights and Remedies The rights and remedies of the parties are cumulative and the exercise by either party of one or more such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. § 4.05 Termination This Agreement may be terminated by the City for any mason upon thirty (30) days written notice of termination. Upon any termination, or expiration of the Term, the City shall have no further obligation to provide funding or other assistance to DTI pursuant to this Agreement for any period following such expiration or early termination. ARTICLE 5 GENERAL PROVISIONS § 5.01 Representatives (a) All actions authorized to be taken by City pursuant to this Agreement, without specification in this Agreement as to the body or office so authorized, shall be deemed exercisable on behalf of City by the City Manager, unless otherwise stated. The City Manager may designate any officer of the City as his/her representative with respect to any specified authority given to the City Manager by this Agreement, and in such event the actions of such officer within the scope of such authority shall have the same effect as if taken by the City Manager. (b) All actions authorized to be taken by DTI pursuant to this Agreement, without specification in this Agreement as to the body or office so authorized, shall be deemed exercisable on behalf of DTI by DTI's governing board or by such officer of DTI as may be designated by resolution of said governing board. § 5.02 Notices 25Q-15 Notices and written communications sent by one party to the other shall be either personally delivered or sent by U.S. Mail, postage prepaid, to the following addresses: (a) If sent by DTI to City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 With Copies to: City Manager City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 And: City Attorney City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 (b) If sent by City to DTI: Downtown Inc. 200 North Main St. 2°d Floor Santa Ana, CA 92701 Attention: Chairman of the Board § 5.03 Non-assienabili The rights and obligations of DTI under this Agreement may not be assigned or delegated without the prior approval of the City Council. § 5.04 Partial Invalidity If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect, and shall in no way be affected, impaired or invalidated thereby. 25Q-16 §5.05 LXclusivity Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both City and DTI. §5.06 Conflict of Interest Clause DTI covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance under this Agreement. §5.07 OC Streetcar Project DTI, and its members, officers, employees, and representatives, agree not to commence, participate in, or assist with any action, legal proceeding, cause of action or suits in law or equity, of whatever kind or nature, in any way, directly or indirectly, against the City, or any parry, on any issue related to the OC Streetcar Project, and knowingly, voluntarily, unconditionally, irrevocably, and expressly forever discharge and release any damages and/or claims, now known or arising in the future, against the City, or any party, on any issue related to the OC Streetcar Project. Any violation of this provision shall be considered a breach of the Agreement subject to immediate termination and cancellation of all funding at the sole and absolute discretion of the City. (signature page follows) 25Q-17 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: CITY OF SANTA ANA APPROVED AS TO FORM: SONIA R. CARVALHO City Attooyy _ By: ' Ryan RECOMMENDED FOR APPROVAL: DOWNTOWN, INC. R BERT ZUR C (NAME) at O,tn q4.e Executive Director -- CDA (Title) et ce4 Tax ID# ,26—VO51/6/ IU 25Q-18 EXHIBIT A DOWNTOWN MERCHANTS FUND ANNUAL BUDGET 198-H Exhibit 4 Santa Ana Business Council Proposed "Merchant Fund" Revenue FY 2017-2018 Budget PARKING Revenue Merchant Fund (Parking Revenue TOTAL $100,000 PARKING Expenses Administrative/ Personnel Costs $18,000 Consulting Services, Contractors/ProfesslcnalServices $23,300 Granth/ricer, Specialized Nonprofit Accountant MeeOngs/StakeholderGroups/Training $20,000 Entrepreneurship and Small Business Education Development MarketinglPromotions $9,700 Building Downtown Business &Community Engagement Team, Internship Program Evenis/EntertalnmenUSponsorships $14,000 Downtown Activelion,Circulation, Flows, Urban Tacticalism, Pilot Projects Communications $18,000 News, Print Media, Photography, Videography, Social Meda Support Services TOTAL $100,000 Downtown Inc. Proposed "Merchant Fund" Revenue FY 2017.2018 Budget PARKING Revenue Merchant Fund (Parking Revenua TOTAL $10010 PARKING Expenses Personnel Costs $42,500 Director, Administrative Support Contractors/Professional Services $15,000 Event Producers, Program Coordinators, Production Staff Meetings/StakeholderGroups)Training $12,500 Restaurant Assoc., Arts Meetings, Staff & Stakeholder Development Marketing/Promotions/Events $12,500 Maps, Guides, Savor Santa Ana, Artwalk Communication $10,000 Newsletter, Social Media, Translation, Design, Videos, Photos ORice/Operalionw Technology $7,500 Office Supplies, Web hosting, Subscription Technology Software TOTAL $100,000 25D-14 25Q-20 .4coezv® CERTIFICATE OF LIABILITY INSURANCE DATE(MWDOnYYYI 1210712017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Michael ROdgick(971632A) 196 Technology Dr Ste B CONTACT A : Mike NAIe_ -jaglG,4��y. 949.753-9555 �_No(: A00 IEys; -m--m[ad*k@f0MI=gBDLcom---:.�_ _ LBERG S AINGCD_VERAG_E __ ____ N8100 ___ _ INSURERP CIRO _—_ Irvine CA 92618-2433 INSURERA: Truck Insurance Exchanqe 21709 INSURED'----��--_v__-_�--i-----------__--INSURERBIFarmersInsuranceExchan9 _ 216522 -- INSURERC: Mid Century Insurance Company 21667 SANTA, ANA BUSINESS COUNCIL, INSURER D: State Fund 1000000 400 E. ATH STREET INSURER E: Travelers Insurance _—~ 31194 S 1,0001000 INSURER F: v ---------- SANTA ANA CA 92701 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFQROED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NS • TVPEOPINSURANCE Ai1D fees =8 POLICY NUMBER POUCYEYry PO OOY E%P LBERG I GENERAL LIABILITY X I COMMERCWL GENERALLIAMLITY CIAIMS4ADE�OCCUft T_--------- EACH OCCURRENCE S 1,000,000 OAMAGEiO-FSTttT 1000000 �S S 10,000_ PERSONALSADV INJURY S 1,0001000 B ---------- Y N 605503396 12JO712017 12/07/2018 GENERALAOGREGATE S 2,000.000 GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS�COMP(OPAGO S 2,000,000 POLICY PRO. LOC 1i —_ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Son r'danll _ 1,000,000 BODILY INJURY (Par person) S ANY AUTO B _ ALL OWNED AUTOSULEO NON -OWNED HNiEDAUT05 X AUTOS 605503306 12fO712D17 12lD712018 BODILY INJURY (Par noddan0 S _ PROPERTY O/IMAI;i'E+— B -- — — S UMBRELLA LIAa OCCUR EACH OCCUiiRENCE_ 5 AGGREGATE___ ____ _ EXCESS LIAR CLAIAUSMADE I DED RETENTION S 5 _ WORKERS COMPENSATION OTH- D AND EMPLOYERS'LIABILnY YIN ANY PROPIUETORIPARTNEPfEXECtrrvE = OFFTCEWMEMSER EXCLUDED? tMandatorylnNH) Iryee,describe Under 0 SCRIPTI N OF OPERATIONS Wire, NIA 9081384 17/1012017 12110/2018 I- IIORY.I-IMIl9.1.1 EL EACH ACCIDENT --- E.L. DISEASE -EA WPLOYEE _-. S 1_000_000 — S1,000,000 151.OISEASE-POLICY LIMIT - S — 1,000,00D E Fidelity Bond D&O 106032811 12!1012017 12110/2018 5,000 SIR $500,000 1,000SIR $1,000,000 EPL 1,000 SIR $1,000,000 DESCRIPTONOFOPERATIONSILOCATIONSIVEHICLES (Attach ACORO VII, Additional Remarks Sem,dulo. If mom spaeo is required) 400 E. 4TH STREET, SANTA ANA, CA 92701 CITY OF SANTA ANA, ITS OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS ARE NAMED AS ADDITIONAL INSUREDS FOR GENERAL LIABILITY PURPOSES. COVERAGE IS PRIMARY AND NON-CONTRIBUTORY, WITH THIRTY (30) DAYS NOTICE OF CANCELLATION, EXCEPT 10 DAYS FOR NONPAYMENT OF PREMIUMS CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010105) 01988.2010 ACORD CORIPbRAT10%. A71 rights ieserved. The ACORD name and logo are registered marks of ACORD 25Q-21 SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE CITYOFSANTAANA THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 CIVIC CENTER PLZ ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE SANTA ANA CA 92701 ACORD 25 (2010105) 01988.2010 ACORD CORIPbRAT10%. A71 rights ieserved. The ACORD name and logo are registered marks of ACORD 25Q-21 POLICY NUMBER: 605503396 BUSINESSOWNERS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - STATE OR POLITICAL SUBDIVISIONS - PERMITS RELATING TO PREMISES This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY SCHEDULE' State or Political Subdivision: CITY OF SANTA ANA, ITS OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS The following is added to Paragraph C. WHO IS AN INSURED in the Businessownem Liability Coverage Form: 4. Any state or political subdivision shown in the Schedule is also an insured, subject to the follow- ing additional provision: This insurance apptlea only with reaped to the follow ng hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this Insurance applies: a. The existence, maintenance, repair, construe - Von, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hots- taway openings, sidewalk vaults, street ban- ners, or decoration and similar exposures; b. The construction, erection, or removal of ele- vators; or c. The ownership, maintenance, or use of any elevators covered by this Insurance. • Information required to complete this Schedule. If not shown on this endorsement, will be shown In the Decla- nations. BP 04 07 0187 Copyright, Insurance Services Office, Inc., 1985 Page 1 of 1 O 25Q-22 EXHIBIT 4 FIRST AMENDMENT TO THE DOWNTOWN MERCHANTS FUND OPERATING AGREEMENT THIS FIRST AMENDMENT TO THE DOWNTOWN MERCHANTS FUND OPERATING AGREEMENT is entered into this 18th day of December, 2018, by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City"), and the Santa. Ana Business Council,,=a California non-profit corporation ("SABC"). RECITALS A. On January 11, 2018, the City entered into the Downtown Merchants Fund Operating Agreement #A-2017-327 with SABC to create the Downtown Merchants Fund ("DMF") from a portion of downtown parldng revenues for continued promotion of the downtown ("said Agreement!). The intent of said Agreement is for SABC to receive $100,000 from the DMF each calendar year that such funding is approved by City Council. B. The City hereby approves an additional $100,000 in DMF funds for use by SABC in 2019 pursuant to the terms and conditions of said Agreement. Additionally, the City hereby approves SABC's 2019 DMF Annual Budget. C. In accordance with the terms and conditions of said Agreement, the parties desire to amend said Agreement to extend the term of said Agreement, add an additional $100,000 in DMF funding for the extended term of said Agreement, and incorporate SABC's 2019 DMF Annual Budget into said Agreement. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Pursuant to the terms of said Agreement, the City Council approved an additional $100,000._ in DMF funding for the 2019 calendar year to be utilized by SABC pursuant to SABC's 2019 DMF Annual Budget and the terms of said Agreement. 2. Section 1.02, Term, shall be amended to read as follows: "This Agreement shall commence on the date first written above and terminate on December_ 31-: 2019, unless terminated earlier in accordance with sections 4.02 or 4.05 below." 3. Section 2.01, Annual Budget and Program Report, subsection (a), shall be amended to reflect the City's approval of SABC's 2019 DMF Annual Budget, a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by reference. 25Q-23 4. Section 2.02, Bi -Annual Financial Statement and Audit, shall be amended to read as follows: "Annual Financial Statement and Audit No later than November I of each year, SABC shall submit to the City Manager a complete statement of SABC's revenues and expenditures and a financial audit for the preceding year prepared by an independent certified public accountant." 5. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Approval and Amendment to said Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager SANTA ANA BUSINESS COUNCIL: l � GAJ Pauf Yanez President Tax ID# 90-0975204 25Q-24 EXHIBIT A DOWNTOWN MERCHANTS FUND ANNUAL BUDGET Santa Ana Business Council Budget Administrative/Personnel Costs $18,000 -- Consulting Services Contractors/Professional Services $23,300 -- Grant Writer, Specialized Nonprofit Accountant Meetings/Stakeholder Groups/Training $20,000 -- Entrepreneurship and Small Business Education Development Marketing/Promotions $9,700 -- Building Downtown Business &Community Engagement Team, Internship Program Events/Entertainment/Sponsorships $14,000 -- Downtown Activation, Circulation, Flows, Urban Tacticalism, Pilot Projects Communication $15,000 -- News, Print Media, Photography, Videography, Social Media Support Services Santa Ana Business Council TOTAL: $100,000 25Q-25 25Q-26 INSURANCE ON FILE WORKMAYPROCEED PIRGSCLERKOF1-TUNNT DATE` JAN 19 2018 EXHIBIT 5 DOWNTOWN MERCHANTS FUND OPERATING AGREEMENT A-2017-327 This OPERATING AGREEMENT made and entered into this —/ day of _j� 2018, by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City"), and the Santa Ana Business Council, a California non-profit corporation ("SABC"). RECITALS A. On August 4, 2015, the City Council adopted the Downtown Enhancements and Parking Modernization Plan to address the need to modernize parking structures, enhance public amenities, and address deferred maintenance in the downtown (Santa Ana Ordinance No. NS - 2880). B. Downtown business associations and stakeholders agreed to an increase in parking rates and the implementation of new smart meters in the downtown area with the understanding that increased revenue from these new rates and smart meters would be reinvested back into the downtown. C. As part of the Plan, it was proposed that a Downtown Merchants Fund ("DMF) be created for continued promotion of the downtown. This funding will continue to support strong marketing efforts and will allow for successful year-round administration of events for the downtown. D. Both SABC and Downtown, Inc. have provided budgets for the administration of the DMF. This additional $100,000 per organization will complement the existing funds each association receives from the City's Business Improvement District (`BID"). E. The City and SABC under this Operating Agreement propose to: (1) confirm that SABC will receive $100,000 from the DMF each calendar year that such funding is approved by City Council; (2) to provide that SABC's use of said DMF funds will be consistent with its approved DMF Annual Budget; and, (3) to provide for auditing of SABC's DMF funds. WHEREFORE, and in consideration of the mutual and respective covenants and promises hereinafter set forth, and subject to the terms and conditions of this Operating Agreement, the parties hereto do hereby agree as follows: ARTICLE 1 PRELIMINARY MATTERS § I.01 Definitions As used in this Operating Agreement, the following terms shall have the following meanings: 25Q-27 (a) "City" means the City of Santa Ana, California. (b) "City Council" means the City Council of the City. (c) "City Manager" means the City Manager of the City or his/her designated representative(s). (d) "DMF" means Downtown Merchants Fund, a fund created from downtown parking revenues to, support marketing of the downtown. (e) "SABC" means Santa Ana Business Council, a California nonprofit corporation. (f) `Board" means the Board of SABC. § 1.02 Term This Agreement shall commence on the date first written above and terminate on ,20—, unless terminated earlier in accordance with sections 4.02 or 4.05, below. The Term of this Agreement shall be automatically renewed in one (1) year Renewal Terms, unless terminated earlier in accordance with sections 4.02 or 4,05, below. § 1.03 Status of SABC (a) By its execution of this Agreement, SABC warrants that it is duly incorporated under the laws of the State of California and that true and correct copies of its Articles of Incorporation and Bylaws and a true and correct listing of SABC's officers and their terms of office, certified as such by SABC's Secretary, have been filed with the Clerk of the Council. (b) By its execution of this Agreement, City accepts and agrees to the organization of SABC as set forth in the above said Articles of Incorporation and Bylaws. § 1.04 Compensation of SABC Board Members and Meetings (a) Meetings shall be held on a quarterly basis with more meetings called at the discretion of the SABC Board. When conducting meetings related to the DMF, members of the Board shall serve without compensation other than reimbursement for expenses incurred by them in the course of the performance of services for SABC when authorized by the SABC Board. § 1.05 Changes in Officers, Articles and Bylaws SABC shall notify the Clerk of the Council of any change in the membership of the Board and any change in the officers of SABC. Any amendment of SABC's Articles or Bylaws shall be filed with the Clerk of the Council. 2 25Q-28 §1.06 City Representation at Meetings of SABC The City Manager shall be entitled to attend all meetings of SABC related to the DMF and to participate in the discussions of the Board to the same extent as the members of the Board, and SABC shall assure that the City Manager is provided with reasonable advance notice of all meetings of SABC. Nothing herein shall be construed to provide the City Manager with any authority to make, second, or vote on motions, or to cause him/her to be counted for purposes of determining whether a quorum exists at meetings of SABC. §1.07 City Residents Downtown Property Owners and Business Operators on the Board A majority of the Board shall be City residents, downtown property owners, or business operators. If the number of members who are City residents, downtown property owners, or business operators becomes less than a majority due to the death, resignation, or change of residence or business location, SABC shall not be in default under this section, provided, however, that the next member appointed to the Board shall be a City resident, downtown property owner, or business operator. ARTICLE 2 REPORTS AND RECORDS AND DMF FUND TRANSFERS § 2.01 Annual Budget and Program Report (a) No later than November 1 of each year, SABC shall provide the City Manager with a copy of a detailed calendar year operating budget showing expected sources of revenue and the nature of all expected or proposed expenditures for the forthcoming calendar year and a report on the proposed programs to be undertaken by SABC in said calendar year. A true and correct copy of SABC's 2018 DMF Annual Budget is attached hereto as Exhibit A and incorporated herein by reference. (b) If the proposed budget is accepted by the City Manager, it shall be submitted to the City Council for approval, in whole or in part. If the proposed budget is rejected by the City Manager, the City Manager and SABC shall meet in good faith in an attempt to reach agreement on a budget. If they are unable to do so, the City Manager shall submit SABC's proposed budget to the City Council for approval, in whole or in part. (c) SABC acknowledges that its proposed budget in any given calendar year will consist of $100,000, or any such amount as previously approved by the City Council. (d) SABC further acknowledges that expenditures of DMF funds will be for the purposes identified in the Downtown Enhancements and Parking Modernization Plan. (e) The City shall provide SABC with $25,000 of DMF funds each quarter (January 1, April 1, July 1, and October 1) for a total of $100,000 of DMF per year. If the first day of the 25Q-29 quarter falls on a weekend, holiday, or other day in which City Hall is closed, then said deposit shall be made the next day City Hall is open. (f) The City upon depositing DMF monies shall notify SA13C by electronic mail of the net amount of funds deposited to SABC. Failure by SABC to receive or acknowledge electronic mail notification shall not constitute a breach of this Agreement. (g) All DMF expenditures must be for the purposes identified in the Downtown Enhancements and Parking Modernization Plan, and must be sufficiently documented by accompanying receipts, purchase invoices, or other permanent evidences of expenditure as may be prudently required by the City in accordance with Generally Accepted Accounting Principles and established City accounting procedures. If SABC expends any DMF money for unauthorized purposes, the City may, at its sole option, deduct the disputed amount from any future DMF payments to SABC, or may terminate the Agreement pursuant to the terms of section 4.05. (h) In the event questions arise relating to the payment of funds to SABC, SABC may within 15 days of notification request an accounting by the City of the amount of net funds disbursed to SABC. Thereupon the City shall re-evaluate the amount of such disbursement and give written notification of its decision to SABC which shall be final and conclusive. § 2.02 Bi -Annual Financial Statement and Audit Every six (6) months (June 30 and December 31), SABC shall submit to the City Manager a complete statement of SABC's revenues and expenditures and a financial audit for the preceding half- year prepared by an independent certified public accountant. § 2.03 Financial Records SABC shall keep, or cause to be kept, true, accurate and complete records, including double - entry books, a profit and loss statement, and a balance sheet, such that if possible at all times to determine the amount and nature of all revenues and expenditures. All expenditures and transactions shall be supported by documents of original entry such as sales slips, cash register tapes, and purchase invoice and receipts. All such account books, statements, balance sheets and supporting documents shall be retained by SABC for a period of three (3) years after the end of the accounting year to which they pertain. § 2.04 Accounting Procedures SABC shall maintain a system of accounting according to Generally Accepted Accounting Practices. 4 25Q-30 § 2.05 Inspection and Audit City shall be entitled, during the term of this Agreement and for a period of one year following the termination, to: (a) inspect and examine all of SABC's books, statements, records, and supporting documents to ascertain the correctness of SABC's financial statements. Any such inspection and/or exmnination shall be conducted during normal business hours with prior 15 days written notice to SABC; and (b) inspect and examine each expense made by SABC to ascertain that all expenses are for the purposes identified in the Downtown Enhancements and Parking Modernization Plan, and that all expenses are sufficiently documented by receipts, purchase invoices, or other permanent evidences of expenditure in accordance with Generally Accepted Accounting Principles and established City accounting procedures. Any such inspection and/or examination shall be conducted during normal business hours with prior 15 days written notice to SABC. ARTICLE 3 INDEMNITY AND INSURANCE § 3.01 Indemnification SABC shall indemnify and save harmless City and its officers, agents and employees from and against any and all claims, demands, loss or liability of any kind or nature which City or its officers, agents, or employees may sustain or incur, or which may be imposed upon them, or any of them, as a result of; arising out of, or in any manner connected with SABC's management and/or administration of the DMF funds. § 3.02 Insurance Reauirement Generall Prior to the Commencement Date (except as hereinafter otherwise provided), SABC shall obtain at its sole cost and file with the Clerk of the Council, and maintain throughout the Tenn, policies of insurance as required by this section and sections 3.03 through 3.05, or a certificate of such insurance, satisfactory in form to the City Attorney. Each such policy (except policies of Workers' Compensation Insurance) shall name City as an insured or additional insured and each liability insurance policy shall also name the officers, agents and employees of City as insureds or additional insureds. Each such policy shall also contain a provision that no termination, cancellation or change of coverage or (where applicable) of insured or additional insured shall be effective until after thirty (30) day notice thereof has been given in writing to City. § 3.03 Liability Insurance SABC shall provide a policy or policies of insurance which provides coverage not less than that provided in the form of a comprehensive general liability insurance policy against liability for any and all claims and suits for damages or injuries to persons or property resulting from or arising 25Q-31 out of the operations of SABC, its officers, employees, agents or assigns. Said policy or policies of insurance shall provide coverage for both bodily injury and property damage in not less than One Million Dollars ($1,000,000.00) combined single limit, or its equivalent. § 3.04 Fidelity Bonding SABC shall provide a policy or policies of insurance insuring SABC against loss due to dishonesty of SABC's officers, agents and employees. Said policy or policies shall provide coverage in not less than $500,000. § 3.05 Workers' Compensation Insurance SABC shall provide a policy or policies of workers' compensation insurance as required by law. § 3.06 Modification of Insurance Requirements The City Manager may modify or suspend the requirements imposed on SABC by this Article if in his/her reasonable determination strict compliance is impossible or excessively costly due to insurance market conditions. ARTICLE 4 DEFAULTS, REMEDIES AND TERMINATION § 4.01 Defaults (a) Failure or delay by either party to perform any term or provision of this Agreement shall constitute a default under this Agreement. The injured party shall not initiate the remedies hereinafter provided until the defaulting party has been given written notice of the default, specifying the nature thereof, and a period of sixty (60) days to cure or correct such default. (b) Any failure or delay by either party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. § 4.02 Remedies of Citv In the event of any default and failure to cure, correct or remedy the same by SABC, City may, at City's sole discretion, in addition to or in lieu of any other remedies, exercise either of the following remedies: 25Q-32 (a) Delay of any or all transfers of DMF funds to SABC pursuant to §2.01 of this Agreement until such default is cured, corrected or remedied; provided such delay is approved by the City Council. (b) Terminate this Agreement, provided such termination is approved by the City Council. § 4.03 Legal Actions In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal action must be instituted in the Superior Court of the County of Orange, State of California, or in any other appropriate court in that county. § 4.04 Cumulative Rights and Remedies The rights and remedies of the parties are cumulative and the exercise by either party of one or more such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. § 4.05 Termination This Agreement may be terminated by the City for any reason upon thirty (30) days written notice of termination. Upon any termination, or expiration of the Term, the City shall have no further obligation to provide funding or other assistance to SABC pursuant to this Agreement for any period following such expiration or early termination. ARTICLE 5 GENERAL PROVISIONS § 5.01 Representatives (a) All actions authorized to be taken by City pursuant to this Agreement, without specification in this Agreement as to the body or office so authorized, shall be deemed exercisable on behalf of City by the City Manager, unless otherwise stated. The City Manager may designate any officer of the City as his/her representative with respect to any specified authority given to the City Manager by this Agreement, and in such event the actions of such officer within the scope of such authority shall have the same effect as if taken by the City Manager. (b) All actions authorized to be taken by SABC pursuant to this Agreement, without specification in this Agreement as to the body or office so authorized, shall be deemed exercisable on behalf of SABC by SABC's governing board or by such officer of SABC as may be designated by resolution of said goveming board. 25Q-33 § 5.02 Notices Notices and written communications sent by one parry to the other shall be either personally delivered or sent by U.S. Mail, postage prepaid, to the following addresses: (a) If sent by SABC to City: With Copies to: I:RA (b) If sent by City to SABC: Clerk of the Council City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 City Manager City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 City Attorney City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Santa Ana Business Council § 5.03 Non-assi ang bitty The rights and obligations of SABC under this Agreement may not be assigned or delegated without the prior approval of the City Council. § 5.04 Partial Invalidity If any term, covenant, condition, or provision of this Agreement is held by a court of competentjurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof H 25Q-34 shall remain in full force and effect, and shall in no way be affected, impaired or invalidated thereby. §5.05 Exclusivity Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both City and SABC. §5.06 Conflict of Interest Clause SABC covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance under this Agreement. §5.07 OC Streetcar Project SABC, and its members, officers, employees, and representatives, agree not to commence, participate in, or assist with any action, legal proceeding, cause of action or suits in law or equity, of whatever kind or nature, in any way, directly or indirectly, against the City, or any party, on any issue related to the OC Streetcar Project, and knowingly, voluntarily, unconditionally, irrevocably, and expressly forever discharge and release any damages and/or claims, now known or arising in the future, against the City, or any party, on any issue related to the OC Streetcar Project. Any violation of this provision shall be considered a breach of the Agreement subject to immediate termination and cancellation of all funding at the sole and absolute discretion of the City. (signature page follows) 25Q-35 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorpqy By: Ryan RECOMMENDED FOR APPROVAL: BERT Executive Directo —CDA CITY OF SANTA ANA RAUL GOD City Manager SANTA ANA BUSINESS COUNCIL r_ (N E) (Title) �/.� �i'eScC%2i1� 10 25Q-36 EXHIBIT A DOWNTOWN MERCHANTS FUND ANNUAL BUDGET Nl lh Exhibit 4 Santa Ana Business Council Proposed "Merchant Fund" Revenue FY 2017-2018 Budget PARKING Revenue $42,500 Merchant Fund (Parking Revenue TOTAL W0,00 PARKING Expenses $15,000 Administrative/ Personnel Costs $18,000 Consu (ting Services, $12,500 Contractors/ProfesslenalServices $23,300 GrantVIricer, Specialized Nonprofit Accountant $12,500 Meetings/StakeholderGroupsfrraining $20,000 Entrepreneurship and Small Business Education Development $10,000 Markeling(Promotions $9,700 Building Downtown Business &Community Engagement Team, Internship Program $7,500 EventsfEntertainment/Sponsorships $14,000 Downtown Activadon,Circulation, Flows, Urban Tacticatism, Pilot Projects communications $15,000 News, Print Media, Photography, Videography, Social Media Support Services TOTAL $100,000 Downtown Inc. Proposed "Merchant Fund" Revenue FY 2017.2018 Budget PARKING Revenue Merchant Fund (Parking Revenue TOTAL $100,000 PARKING Expenses Personnel Costs $42,500 Director, Administrative Support Contractors/Professional Services $15,000 Event Producers, Program Coordinators, Production Staff Meetings/StakeholderGroups/Training $12,500 Restaurant Assoc„ Arts Meetings, Staff & Stakeholder Development Marketing/Promotions/Events $12,500 4laps, Guides, Savor Santa Ana, Anwalk Communication $10,000 Newsletter, Social Media, Translation, Design, tide -os, Photos OfFce/Operalions/Technology $7,500 Office Supplies, Web hosting, Subscription Technology Software TOTAL $100,000 CERTIFICATE OF LIABILITY INSURANCE ( DA 12JO71201Y7 1 2/0 712 01 7 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(los) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the PRODUCER 1AME6_I Mlke Michael Rodglck(971832A) PHONE 94, 196 TechnologyOr Ste B ADDRESS; goDREss: mrod CA SANTA, ANA BUSINESS COUNCIL, 400 E. 4TH STREET COVERAGES CERTIFICATP NI IMPOPP. omliainns ur moee�. THIS IS TD CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IITTt TYP50FINSURANCE INSR SUB�CYNUMSER PIDWoo EPS MMIDD E%P LIMITS - GENERALUABILITY X COMMERCIAL GENERAL LIABILITY 'CLAIMS -MAGE nOCCUR EACH OCCURRENCE "-- _bw6E'Yb'TIERTED RISES EagwfmKW MEO EXP Any an�oreanj-_ 5 11000,0000 - S 1000000 S 10,000 Y N 605503396 12/0712017 12/07/2018 PERSONALBADVINJURY s GENERAL AGGREGATE_ x11000000 S__2,000,DOO GENL AGGREGATE POUCV LIMIT APPLIES PER: PRO LOC II PRODUCTS -COMPIOPAGG S_ 2,000,00_0 E AUTOMOBILE LIABILITY COMBINED SINGLC OMIT En accMa,l 1,000,00_0__ BODILY INJURY (P.ALL person) ___ $ _ ANY AUTO_ B AUTOS NEO SCHEDULED OS HIRED AUTOS X NON -OWNED AUTOS 605503398 12fD7/2017 12/07/2018 BODILY INJURY(Pwacritlsne S 5 UMBRELLA LIAR OCCUR EACH OCCURRECE SrEXCESSLIAB W WSOE O—RETE I _ — AGGREGATE $ S D (WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN IANY PROPRIETOWPAATNEWEXECUTIVE OFFICERJMEMBER EXCLUDED? NIA I 9081384 121102017 12A%2018 v WC STATU I OTH- ^ TORY IMITS�._ _EB. EL EACH ACCIDENT —'--qqT----- __— $ 1,000,000 S - -- IlMandalPrylnNHl Ilya, desmbe under DESCRIPTION OF OPERATIONS balwr E.L 2.SEgSE_EA tLPLOYE E.L. O7SEASE-POLICY LIMIT $ 11000,000 5 1,000,000 E j Fidelity Bond D80 EPL 106032811 12/10/2017 12/102018 11.000 5,000 SIR $500,000 1,000 SIR $1,000,000 SIR $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IAHech ADGflD 101, gddlHansi Romarks Schoduln, Ilnwrn epaco le mqulmtl) 400 E. 4TH STREET, SANTA ANA, CA 92701 CITY OF SANTA ANA, ITS OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS ARE NAMED AS ADDITIONAL INSUREDS FOR GENERAL LIABILITY PURPOSES. COVERAGE IS PRIMARY AND NON-CONTRIBUTORY, WITH THIRTY (30) DAYS NOTICE OF CANCELLATION, EXCEPT 10 DAYS FOR NONPAYMENT OF PREMIUMS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF SANTA ANA THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 CIVIC CENTER PLZ ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE SANTA ANA CA 92707 010/05)"1•I-n`'V0✓199BBB-2010ACOR1/D�COR RAT102N!'.^Ail Tiahts Teserved. The ACORD name and I o aegl e d marks of ACORD 5U39- POLICY NUMBER: 605503396 BUSINESSOWNERS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ R CAREFULLY. ADDITIONAL INSURED - STATE OR POLITICAL SUBDIVISIONS - PERMITS RELATING TO PREMISES This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY SCHEDULE' State or Political Subdivision: CITY OF SANTA ANA, ITS OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS The following is added to Paragraph C. WHO IS AN INSURED In the Businessowners Liability Coverage Form: 4. Any state or political subdivision shown in the Schedule is also an insured, subject to the foliow- ing additional provision: This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit In connection with premises you own, rent, or control and to which this Insurance applies. a. The existence, maintenance, repair, contrac- tion, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hols- taway openings, sidewalk vaults, street ban- ners, or decoration and similar exposures; b. The construction, erection, or removal of sit - vators; or c. The ownership, maintenance, or use of any elevators covered by this insurance. • Information required to complete this Schedule. If not shown on this endorsement, will be shown In the Decla- rations. BP 04 07 0187 Copyright, insurance Services Office, Inc., 1985 Page 1 of 1 25Q-40 W REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE A FIRST AMENDMENT TO THE DOWNTOWN CLEAN AND SAFE PROGRAM SERVICES AGREEMENT WITH DOWNTOWN INC. (STRATEGIC PLAN NO. 3,4A) CITY WANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 20d Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute a First Amendment to the Downtown Clean and Safe Program Services Agreement with Downtown Inc., in the amount of $500,000 for the period of January 1, 2019 through December 31, 2019, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On January 31, 2013, the City executed a Settlement and Release Agreement with Downtown Inc. to fund the downtown's Clean and Safe program for three years in an amount of $400,000 per year. The terms of the Agreement automatically renewed each year. On January 10, 2018, the City terminated the Settlement and Release Agreement and executed a new agreement for Downtown Clean and Safe Program Services with Downtown Inc. in the amount of $500,000 per calendar year that such funding is approved by the City Council. Funds for the program are made available through increased revenue from the Downtown Enhancements and Parking Modernization Plan approved by City Council on August 4, 2015. As part of the plan, downtown business associations and stakeholders agreed to an increase in parking rates and the implementation of new smart meters in the downtown with the understanding that the increased revenue would be reinvested back into the downtown for modernizing parking structures, enhancing amenities, and addressing deferred maintenance. The 2019 Downtown Clean and Safe Program (Exhibit 1) aligns with the Downtown Enhancements and Parking Modernization Plan's intent to enhance amenities in the downtown. It provides daily litter maintenance, power washing, and security services to the downtown Business Improvement Area. Additionally, the service area for all Clean and Safe services will include the future Skate Park in Downtown Santa Ana, in an alley located behind the parking structure on the southwest corner of French and Spurgeon. These crucial maintenance service 25R-1 First Amendment to the Downtown Clean and Safe Program Services Agreement December 18, 2018 Page 2 beautify the downtown district and enhance the image of the commercial core. The activity is designed to enhance customer experience, increase commerce, and help to attract and retain new businesses within the district. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #3 (Economic Development), Objective 4 (Continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment destination), Strategy A (Provide a safe and inviting public environment in the downtown (including the Wellness Corridor) through enhanced amenities, improved wayfinding and engaging street/sidewalk design and lighting). FISCAL IMPACT Funds in the amount of $250,000 are available in the Downtown Enhancements and Parking Modernization Plan account (no. 02710133-62300) for expenditure in FY 2018-19 for the first six months. The remaining $250,000 will be budgeted in the FY 2019-20 budget. Steven A. Mendoza Executive Director Community Development Agency APPROVED AS TO FUNDS AND ACCOUNTS: d4 _�O; .t. Kalryn Downs, CPA Executive Director Finance and Management Services Agency Exhibits: 1. Downtown Clean and Safe Program 2019 2. First Amendment to the Downtown Clean and Safe Program Services Agreement 3. Downtowns Clean and Safe Program Services Agreement 25R-2 EXHIBIT 1 DOWNTOWN CLEAN & SAFE PROGRAM 2019 January 1, 2019 - December 31, 2019 I. LITTER MAINTENANCE A. PICK UP LITTER AND WASTE "Litter" is defined as, but is not limited to, boxes, cans, papers, containers marked "trash" (or are obviously trash), unwanted or useless materials, or rejected matter. "Waste" includes, but is not limited to, gum, food remains, sewage, excrement, grease, dust, dirt, decals, liquid or dried matter, oily or sticky substances, and graffiti, etc. Remove litter from all outside surfaces including, but not limited to, sidewalks, streets, curbs, planters, tree grates, and store entries. All litter from such surfaces shall be removed from the area and emptied into a designated trash dumpster or receptacle in such a manner as to prevent the adjacent area from becoming littered by such trash. Waste shall be removed from all outside surfaces including, but not limited to, sidewalks, streets, curbs, planters, tree grates, store entries, and trash receptacles. All waste from such surfaces shall be removed from the area and emptied into a designated trash dumpster or receptacle in such a manner as to prevent the adjacent area from becoming soiled by such waste. Waste removal shall be accomplished by the complete and thorough removal of said substances from the area—not by moving it from one surface to another or covering said substances with sand or similar materials. 11-�43101 "F11 ML All trash containers within the BID shall be emptied and cleaned. Trash including, but not limited to, boxes, cans, papers, and other containers marked "trash" (or are obviously trash) shall be removed, along with the liner. All trash from such trash receptacles shall be removed from the BID and emptied into a designated trash dumpster or receptacle in such a manner as to prevent the adjacent area from becoming littered by such trash. All trash containers shall be emptied three times per day on a routing basis (morning, early afternoon and evening). Additionally, any trash containers that may become filled prior to the scheduled routing cleaning, particularity between the hours of 11:00 a.m. and 4:00 p.m. daily, shall be emptied as needed. Trash containers should never have accumulated trash or waste above the level of the container. Whether full or not, container shall be emptied and cleaned if it is omitting a foul, rancid, or putrid odor or showing signs of insect or rodent infestation. Insert new liners into trash containers, securing said liners in such a manner as to present a neat uniform appearance and replacing container lids in their correct position. Using a clean cloth or rag, and germicide detergent solution, remove all waste including, but not limited to, gum, food remains, sewage, excrement, grease, dust, dirt, decals, liquids, dried matter, oily or sticky substances, and graffiti, etc. from the surface of trash containers. Cleaning shall be accomplished by the complete and thorough removal of said substances from the area—not by Page 1 of 5 25R-3 EXHIBIT 1 moving it from one surface to another or covering said substances with sand or similar materials. This includes, but is not limited to, the cleaning of the immediate area surrounding the trash containers. C. CLEAN OUTDOOR BENCHES, BOLLARDS AND LIGHT POLES All benches, bollards and light poles within the area shall be cleaned on a regular basis using clean cloths and a detergent solution. Remove all waste including, but not limited to, gum, food remains, excrement, grease, dust, dirt, litter, liquids, dried matter, decals, sticky substances, graffiti, etc. leaving object in "like new" condition. The immediate area surrounding the object shall be cleaned in the same manner. D. CLEAN ALLEYS Alleys shall be clear of trash, waste, shopping carts, pallets, leaves, and excrement. Shopping carts shall be picked up and taken to shopping center parking lot. Boxes shall be flattened and placed securely in trash container in such a manner as to not protrude excessively. Excrement shall be picked up and disposed of properly, and area washed down with proper germicidal solution. The following are alley locations within the Downtown: • 100 East Fourth Street (south alley) • 200 East Fourth Street (south alley) • 300 East Fourth Street (north and south alley) • 100 West Fourth Street (south alley) • 200 West Fourth Street (south alley) • 300 West Fourth Street (south alley) • 400 West Fourth Street (south alley) E. CLEAN BUS STOPS Bus stops shall be cleared of waste, litter, shopping carts, leaves, and excrement. Trash containers should never have accumulated trash or waste above the level of the container opening. Trashcan liners shall be replaced accordingly. Excrement shall be picked up, disposed of properly, and area washed down with proper germicidal solution. The following are bus stop locations within the Downtown: • 400 North Main west side of street • 300 North Main east side of street • 200 West 5a` street south side of street • 200 East 5a' street south side of street • 100 West Santa Ana Boulevard north side of street • 200 East Santa Ana Boulevard north side of street Page 2 of 5 25R-4 EXHIBIT 1 H. POWER WASH A. POWER WASH PROCESS "Power wash" is defined as the simultaneous mechanical removal of materials or pollutants from the surface for the pavement, through application of water under pressure with elevated temperatures used in the cleaning process and collection of waste and water. Process used shall leave the area clean and free from stains and of all loose, embedded materials including chewing gum. The cleaning process must not damage the concrete surfaces or the brick paver surface. All gum must be removed from the paver, concrete and other sidewalk surfaces. B. POWER WASH SIDEWALKS All gum, dirt, grime, oil, stains and other fluids shall be removed from the sidewalls by using power washing equipment. C. POWER WASH BUS STOPS Bus stop areas are to be cleaned of all debris, bum, dirt, grime, oil, stains and other fluids. The following are bus stop locations within the Downtown: • 400 North Main west side of street • 300 North Main east side of street • 200 West 5' street south side of street • 200 East 5`s street south side of street • 100 West Santa Ana Boulevard north side of street • 200 East Santa Ana Boulevard north side of street D. POWER WASH ALLEYS Alleys are to be cleaned of a debris, bum, dirt, grime, oil, stains and other fluids. The following are alley locations within the Downtown: • 100 East Fourth Street (south alley) • 200 East Fourth Street (south alley) • 300 East Fourth Street (north and south alley) • 100 West Fourth Street (south alley) • 200 West Fourth Street (south alley) • 300 West Fourth Street (south alley) • 400 West Fourth Street (south alley) Page 3 of 5 25R-5 EXHIBIT 1 III. SECURITY IV V A. SECURITY ROLES Patrol, handle calls for service, check for any hazards or safety issues and either mitigate the issue or report it to the proper authority, provide escorts as needed for safety precaution, act as first responder to any emergency situation, conduct investigations as necessary of assigned property and prepare a detailed, accurate and complete report, and communicate with parking structure security guards to share security issues and concerns. STAFFING A. Security Team of Guards: Sunday - Thursday 8 Friday & Saturday 8 00 AM to 12:00 AM 00 AM to 1:00 AM B. Litter Team of 7 Workers: Monday - Sunday 7:00 AM to 9:00 PM C. Power Washing Team of 3 Workers: Monday - Friday 10:00 PM to 4:00 AM Saturday & Sunday 4:00 AM to 10:00 AM BUDGET :Proposed Budget Activity Cost Litter Maintenance $ 280,680 Power Washing $ 116,800 Security Guards $ 102,520 Total $ 500,000 25R-6 Page 4 of 5 EXHIBIT 1 VI. AREA OF SERVICE Santa Ana Business Improvement District. u '15 U3Y111UDYV LT7 1S NJN3Ud 11N 2a J���vai ❑ ❑ IWO i '!s N039Unds �❑❑❑❑❑❑D 0 stl�,u m Us Hsne 15 NIM F-1 F-1 El Ii 1S 980M.)AS 15 390'i7q�A5 N L E161:1 AVM eV0U9 C N u 7 � / '15 MUM 0 0 H L W tl " S IA919 CIL v Llt LL YL E y '1S ssoU v RE O ~ N L Q N l G T M ❑ ❑ Q � <—Zz ' � � LL N 'is U3MOld e 25R-7 5of5 25R-8 x:/:11:1k9K FIRST AMENDMENT TO THE DOWNTOWN CLEAN AND SAFE PROGRAM 6`-fflLtd sE,y:Ie]tlaf a111 t al►`Y Y THIS FIRST AMENDMENT TO THE DOWNTOWN CLEAN AND SAFE PROGRAM SERVICES AGREEMENT is entered into this 18th day of December, 2018, by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City"), and Downtown Incorporated; Inc., a California non-profit corporation ("DTI"). RECITALS A. On January 10, 2018, the City entered into the Downtown Clean and Safe Program Services Agreement #A-2017-325 with DTI to fund the downtown's Clean and Safe Program, which includes a security team, a litter team, and a power washing team ("said Agreement"). The intent of said Agreement is for DTI to receive $500,000 for downtown Clean and Safe Program services each calendar year that such funding is approved by City Council. B. The City hereby approves an additional $500,000 for downtown Clean and Safe Program services for use by DTI in 2019 pursuant to the terms and conditions of said Agreement. C. In accordance with the terms and conditions of said Agreement, the parties desire to amend said Agreement to extend the tern of said Agreement, add an additional $500,000 for downtown Clean and Safe Program services for the extended tern of said Agreement, and amend said Agreement to update the services to be provided. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Pursuant to the terms of said Agreement, the City Council approved an additional $500,000 for downtown Clean and Safe Program services for the 2019 calendar year to be utilized by DTI pursuant to the terms of said Agreement. 2. Section 1.03, Term of Services Agreement, shall be amended to read as follows: "This Services Agreement shall commence on the date first written above and terminate on December 31, 2019, unless terminated earlier in accordance with sections 4.02 or 4.05 below." 3. Section 2.01, Clean and Safe Program Services, shall be amended to include the future Skate Park in Downtown Santa Ana, to be constructed in an alley located behind the parking structure on the southwest corner of French and Spurgeon, in the City of Santa Ana (APN #398-326-11), within the Scope of Work for all Clean and Safe Program services. 25R-9 4. Section 2.04, Bi -Annual Financial Statement and Audit, shall be amended to read as follows: "Annual Financial Statement and Audit No later than November I of each year, DTI shall submit to the City Manager a complete statement of DTI's Clean and Safe Program expenditures, and a financial audit for the preceding year prepared by an independent certified public accountant." 5. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Approval and Amendment to said Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA PAUL GODINEZ II City Manager DOWNTOWN INCORPORATED, INC.: Ryan Chase President Tax ID# 26-4051161 25R-10 EXHIBIT 3 MSURANCE ON FILE WORT( MAY PROCEED UNTIL I �SZ C r {q CLERK OFC UNCI A-2017-325 DATE' JAN 19 2018 A (-c,) SERVICES CLEAN AND SAFE PROGRAM SERVICES AGREEMENT C 4.A,Lwo This SERVICES AGREEMENT made and entered into this _ day of 'To -r%. 2018, by and between the City of Santa Ana, a chatter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City" ), and Downtown Incorporated, Inc., a California non-profit corporation ("DTP'). RECITALS A. On January 31, 2013, the City executed Settlement and Release Agreement No. A-2013.039 with DTI to fund the downtown's Clean and Safe Program for three years at a cost of $400,000 per year. The terms of the Settlement and Release Agreement automatically renewed in one year terms. B. All other terms of the Settlement and Release Agreement have been completed, but the parties wish to continue the downtown Clean and Safe Program. Accordingly, the purpose of this Services Agreement is to terminate the Settlement and Release Agreement while continuing with the downtown Clean and Safe Program. C. The current downtown Clean and Safe Program maintenance includes: sidewalk sweeping and pressure washing; gum removal; trash and/or bulky item removal; alley/median/parkway maintenance; and, litter and debris pick-up. Each maintenance service assists in beautifying the downtown district and enhances the image of the commercial core. This activity is designed to increase customer comfort with the downtown, which will in tum increase commerce and help to attract and retain new businesses within the district. D. Downtown Santa Ana continues to experience growth as well as challenges. Recent trends of an increasing transient population are requiring additional litter maintenance and street cleaning needs. A higher influx of visitors to the downtown at night have also added to the higher levels of maintenance necessary to keep the downtown as an directive, safe and clean place for residents and visitors to the area. E. As a result, DTI requested an additional $100,000, for a total of $500,000 per year, to hire two new full-time staff members ($67,200 per year) whose duties will include current maintenance, as well as additional new duties like the placement and removal of recently purchased street finniture. Two more pressure washing days will also be added to their current schedule ($32,799.96 per year). F. These downtown Clean and Safe Program services are meant to complement the existing activities provided pursuant to the City's Business Improvement District ("BID"}. 25R-11 O. Under this Services Agreement, the City and DTI propose to: (1) conSrm that DTI will receive up to $500,000 from the City each calendar year that such funding is approved by City Council for the Clean and Safe Program; (2) provide that DTI's use of said Clean and Safe Program funds will be consistent with the approved Clean and Safe Program Scope of Work; and, (3) provide for auditing of DTI's Clean and Safe Program funds. WHEREFORE, and in consideration of the mutual and respective covenants and promises hereinafter set forth, and subject to the terms and conditions of this Services Agreement, the parties hereto do hereby agree as follows: ARTICLE I PRELIMINARY MATTERS § 1.01 Definitions As used in this Operating Agreement, the following terms shall have the following meanings: (a) "City" means the City of Santa Ana, California. (b) "City Council" means the City Council of the City. (c) "City Manager" means the City Manager of the City or his/her designated representative(s). (d) "Clean and Safe Program" means the services designed to provide maintenance and security, as detailed in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference, for the downtown district, which shall be defined by the BID boundaries, as depicted in the Map attached hereto as Exhibit B and incorporated herein by reference. (e) "DTP' means Downtown Incorporated, Inc., a California nonprofit corporation. § 1.02 Termination of Settlement and Release Aareeme Settlement and Release Agreement No. A-2013-039, dated January 31, 2013, between the City and DTI, is hereby terminated in its entirety. Any and all terms of said Settlement and Release Agreement are null and void, and thus no longer in effect. § I.03 Term of Services Aereement This Services Agreement shall commence on the date first written above and terminate on 20_, unless terminated earlier in accordance with sections 4.02 or 4.05, below. The Term of this Agreement shall be automatically renewed in one (1) year Renewal FA 25R-12 Terms, unless terminated earlier in accordance with sections 4.02 or 4.05, below. § 1.04 Status of DTI (a) By its execution of this Agreement, DTI warrants that it is duly incorporated under the laws of the State of California and that true and correct copies of its Articles of Incorporation and Bylaws and a true and correct listing of DTI's officers and their terms of office, certified as such by DTI's Secretary, have been filed with the Clerk of the Council. (b) By its execution of this Agreement, City accepts and agrees to the organization of DTI as set forth in the above said Articles of Incorporation and Bylaws. ARTICLE 2 CLEAN AND SAFE PROGRAM SERVICES, FUNDS, AND REPORTS AND RECORDS § 2.01 Clean and Safe Program Services DTI shall perform those Clean and Safe Program services as set forth in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference. § 2.02 Clean and Safe Program Funding (a) City shall provide funding for the Clean and Safe Program throughout the term of this Services Agreement City and DTI shall maintain an account, into which the City shall deposit $125,000. DTI shall be permitted to expend up to, but no more than, one-third (1/3) of the money in the account ($41,667 per month) for Clean and Safe Program contract expenses for each calendar month. Once the Clean and Safe Program services are rendered, and payment is documented, DTI shall provide City with proof of payment in the form of cancelled checks and invoices. After the City confirms and approves the proof of payment, the City shall make an additional deposit into the above -referenced account in the approved amount, thus returning the account balance to $125,000. City will not make additional deposits for DTI's administrative costs, or any other non -services related fees or costs. Each additional deposit shall be for the same amount that DTI demonstrates it paid out for services. City's obligation to make deposits shall be limited to no more than $500,000 per year of the Services Agreement. (b) Ali Clean and Safe Program expenditures must be for the purposes identified in the Clean and Safe Program Scope of Work, and must be sufficiently documented by accompanying receipts, purchase invoices, or other permanent evidences of expenditure as may be prudently required by the City in accordance with Generally Accepted Accounting Principles and established City accounting procedures. If DTI expends any Clean and Safe Program money for unauthorized purposes, the City may, at its sole option, deduct the disputed amount from any future Clean and Safe Program payments to DTI, or may terminate the Agreement pursuant to the terms of section 4.05. 3 25R-13 (c) In the event questions arise relating to the payment of funds to DTI, DTI may within 15 days of notification request an accounting by the City of the amount of net funds disbursed to DTI. Thereupon the City shall re-evaluate the amount of such disbursement and give written notification of its decision to DTI which shall be final and conclusive. § 2.03 Clean and Safe Program Advisory Committee (a) City and DTI shall work cooperatively to manage the Clean and Safe Program. DTI shall create an advisory committee with six (6) voting members to advise and assist in the provision of Clean and Safe Program services. (b) The Clean and Safe Program Advisory Committee members shall consist of, two (2) City employees (one from the Police Department and the other from the Community Development Agency or other department as determined by the City Manager); two (2) DTI members; and, two (2) members from the Santa Ana Business Council. DTI shall notify the Clerk of the Council of any change in the membership of the Clean and Safe Program Advisory Committee. (c) Meetings shall be held on a quarterly basis with more meetings called at the discretion of the Program Advisory Committee. When conducting meetings related to the Clean and Safe Program, members of the Program Advisory Committee shall serve without compensation other than reimbursement for expenses incurred by them in the course of the performance of services for the Clean and Safe Program when authorized by the Program Advisory Committee. § 2.04 Bi -Annual Financial Statement and Audit Every six (6) months (June 30 and December 31), DTI shall submit to the City Manager a complete statement of DTI's Clean and Safe Program expenditures, and a financial audit for the preceding half-year prepared by an independent certified public accountant. § 2.05 Financial Records DTI shall keep, or cause to be kept, true, accurate and complete records, including double - entry books, a profit and loss statement, and a balance sheet, such that if possible at all times to determine the amount and nature of all revenues and expenditures. All expenditures and transactions shall be supported by documents of original entry such as sales slips, cash register tapes, and purchase invoice and receipts. All such account books, statements, balance sheets and supporting documents shaU be retained by DTI for a period of three (3) years after the end of the accounting year to which they pertain. § 2.06 Accounting Procedures 4 25R-14 DTI shall maintain a system of accounting according to Generally Accepted Accounting Practices. § 2.07 Inspection and Audit City shall be entitled, during the term of this Services Agreement and for a period of one year following the termination, to: (a) inspect and examine all of DTPs books, statements, records, and supporting documents to ascertain the correctness of DTI's financial statements. Any such inspection and/or examination shall be conducted during normal business hours with prior 15 days written notice to DTI; and (b) inspect and examine each expense made by DTI to ascertain that all expenses are for the purposes identified in the Clean and Safe Program Scope of Work, and that all expenses are sufficiently documented by receipts, purchase invoices, or other permanent evidences of expenditure in accordance with Generally Accepted Accounting Principles and established City accounting procedures. Any such inspection and/or examination shall be conducted during normal business hours with prior 15 days written notice to DTI. ARTICLE 3 INDEMNITY AND INSURANCE § 3.01 Indemnification DTI shall indemnify and save harmless City.and its officers, agents and employees from and against any and all claims, demands, loss or liability of any kind or nature which City or its officers, agents, or employees may sustain or incur, or which may be imposed upon them, or any of them, as a result of, arising out of, or in any manner connected with DTI's management and/or administration of the Clean and Safe Program. § 3.02 Insurance Remrirement Generally Prior to the Commencement Date (except as hereinafter otherwise provided), DTI shall obtain at its sole cost and file with the Clerk of the Council, and maintain throughout the Term, policies of insurance as required by this section and sections 3.03 through 3.05, or a certificate of such insurance, satisfactory in form to the City Attorney. Each such policy (except policies of Workers' Compensation Insurance) shall name City as an insured or additional insured and each liability insurance policy shall also name the officers, agents and employees of City as insureds or additional insureds. Each such policy shall also contain a provision that no termination, cancellation or change of coverage or (where applicable) of insured or additional insured shall be effective until after thirty (30) day notice thereof has been given in writing to City. § 3.03 Liability Insurance Fd 25R-15 DTI shall provide a policy or policies of insurance which provides coverage not less than that provided in the form of a comprehensive general liability insurance policy against liability for any and all claims and suits for damages or injuries to persons or property resulting from or arising out of the operations of DTI, its officers, employees, agents or assigns. Said policy or policies of insurance shall provide coverage for both bodily injury and property damage in not less than One Million Dollars ($1,000,000.00) combined single limit, or its equivalent. § 3.04 Fidelity Bonding DTI shall provide a policy or policies of insurance insuring DTI against loss due to dishonesty of DTPs officers, agents and employees. Said policy or policies shall provide coverage in not less than $500,000. § 3.05 Workers' Compensation Insurance DTI shall provide a policy or policies of workers' compensation insurance as required by law. § 3.06 Modification of Insurance Reoulrements The City Manager may modify or suspend the requirements imposed on DTI by this Article if in hislher reasonable determination strict compliance is impossible or excessively costly due to insurance market conditions. . ARTICLE 4 DEFAULTS, REMEDIES AND TERMINATION § 4.01 Defaults (a) Failure or delay by either party to perform any term or provision of this Agreement shall constitute a default under this Agreement. The injured party shall not initiate the remedies hereinafter provided until the defaulting party has been given written notice of the default, specifying the nature thereof, and a period of sixty (60) days to cure or correct such default. (b) Any failure or delay by either party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. § 4.02 Remedies of City In the event ofany default and failure to cure, correct or remedy the same by DTI, City may, at City's sole discretion, in addition to or in lieu of any other remedies, exercise either of the following remedies: 25R-16 (a) Delay of any or all transfers of Clean and Safe Program funds to DTI pursuant to §2.02 of this Agreement until such default is cured, corrected or remedied; provided such delay is approved by the City Council. (b) Terminate this Agreement, provided such tennination is approved by the City Council. § 4.03 Legal Actions In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal action must be instituted in the Superior Court of the County of Orange, State of California, or in any other appropriate court in that county. § 4.04 Cumulative Rights and Remedies The rights and remedies of the parties are cumulative and the exercise by either party of one or more such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same defhWt or any other default by the other party. § 4.05 Termination This Agreement may be terminated by the City for any reason upon thirty (30) days written notice of termination. Upon any termination, or expiration of the Term, the City, shall have no further obligation to provide funding or other assistance to DTI pursuant to this Agreement for any period following such expiration or early termination ARTICLE 5 GENERAL PROVISIONS § 5.01 Representatives (a) All actions authorized to be taken by City pursuant to this Agreement, without specification in this Agreement as to the body or office so authorized, shall be deemed exercisable on behalf of City by the City Manager, unless otherwise stated. The City Manager may designate any officer of the City as his/her representative with respect to any specified authority given to the City Manager by this Agreement, and in such event the actions of such officer within the scope of such authority shall have the same effect as if taken by the City Manager. (b) All actions authorized to he taken by DTI pursuant to this Agreement, without specification in this Agreement as to the body or office so authorized, shall be deemed exercisable on behalf of DTI by DTI's governing board or by such officer of DTI as may be designated by resolution of said governing board. 25R-17 § 5.02 Notices Notices and written communications sent by one party to the other shall be either personally delivered or sent by U.S. Mail, postage prepaid, to the following addresses: (a) If sent by DTI to City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 With Copies to: City Manager City of Santa Ana 20 Civic Center Plaza P.Q. Box 1988 Santa Ana, CA 92702 And: City Attorney City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 (b) If sent by City to DTI: Downtown Inc. 200 North Main St. 2"d Floor Santa Ana, CA 92701 Attention: Chairman of the Board § 5.03 Non -assignability The rights and obligations of DTI under this Agreement may not be assigned or delegated without the prior approval of the City Council. 8 25R-18 § 5.04 Partial Invalidity If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect, and shall in no way he affected, impaired or invalidated thereby. §5.05 Excluslyl1y Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both City and DTI. §5.06 Conflict of Interest Clause DTI covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance under this Agreement. §5.07 OC Streetcar Proiect DTI, and its members, officers, employees, and representatives, agree not to commence, participate in, or assist with any action, legal proceeding, cause of action or suits in law or equity, of whatever kind or nature, in any way, directly or indirectly, against the City, or any party, on any issue related to the OC Streetcar Project, and knowingly, voluntarily, unconditionally, irrevocably, and expressly forever discharge and release any damages and/or claims, now known or arising in the future, against the City, or any party, on any issue related to the OC Streetcar Project. Any violation of this provision shall be considered a breach of the Agreement subject to immediate termination and cancellation of all funding at the sole and absolute discretion of the City. (signature page follows) 25R-19 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: CITY OF SANTA ANA MAMA D.'HLTIZAR RAUL era Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City AttoMey . Bx Ryan RECOMMENDED FOR APPROVAL: R BERT ZUR S E Executive Director - CDA DOWNTOWN, INC. (Nme) eta cv vC.1na�._k_ (Title) e.,; 1,Uac- Tax ID#I 96 -14 0-6 // 6/ 10 25R-20 EXHIBIT A CLEAN AND SAFE PROGRAM SCOPE OF WORK I I 25C-13 25R-21 TSA Clean & Safe Security team: 4 guards Sunday -Thursday SamtolZam Friday and Saturday 8 am to 1 am Lltter team: 7 workers Monday -Sunday 7amto9pm Power washing team: 3 workers Monday - Friday 10 pm to 4 am Saturday and Sunday 4 am to 10 am 25C-14 25R-22 LITTER MAINTENANCE SCOPE OF WORK A. PICK UP LITTER AND WASTE "Litter" is defined as, but is not limited to, boxes, cans, papers, containers marked "trash" (or are obviously trash), unwanted or useless materials, or rejected matter. "Waste" includes, but is not limited to, gum, food remains, sewage, excrement, dust, dirt, decals, liquid or dried matter, etc. Remove litter from all outside surfaces including, but not limited to, sidewalks, streets, curbs, planters, tree grates, and store entries. All litter from such surfaces shall be removed from the area and emptied into a designated trash dumpster or receptacle in such a manner as to prevent the adjacent area from becoming littered by such trash. Waste shall be removed from all outside surfaces including, but not limited to, sidewalks, streets, curbs, planters, tree grates, store entries, and trash receptacles. All waste from such surfaces shall be removed from the area and emptied into a adjacent area from becoming soiled by such waste. Waste removal shall be accomplished by the complete and thorough removal of said substances from the area—not by moving it from one surface to another or covering said substances with sand or similar materials. B. • CLEAN AND EMPTY TRASH CANS All trash containers within the Downtown shall be emptied and cleaned. Trash including, but not limited to, boxes, cans, papers, and other containers marked "trash" (or are obviously trash) shall be removed, along with the liner. All trash from such trash receptacles shall be removed from the area and emptied into a designated trash dumpster or receptacle in such a manner as to prevent the adjacent area from becoming littered by such trash. All trash containers shall be emptied three times per day on a routine basis (morning, early aftemoon and evening). Additionally, any trash containers that may become filled prior to the scheduled routine,cloaning, particularly between the hours of 11:00 a.m. and 4:00 pm. daily, shall be emptied as needed. Trash containers should never have accumulated trash or waste above the level of the container. Whether full or not, container shall be emptied and cleaned if it is emitting a foul, rancid, or putrid odor or shows signs of insect or rodent infestation. Insert new liners into trash containers, securing said liners in such a manner as to present a neat uniform appearance and replacing container lids in their correct position. 25C-15 25R-23 Using a clean cloth or rag, and germicidal detergent solution, remove all waste including, but not limited to, gum, food remains, sewage, excrement, grease, dust, dirt, decals, liquids, dried matter, oily or sticky substances, etc. from the surface of trash containers. Cleaning shall be accomplished by the complete and thorough removal of said substances from the area—not by moving it from one surface to another or covering said substances with sand or similar materials. This includes, but is not limited to, the cleaning of the immediate area surrounding the trash containers. C. CLEAN OUTDOOR BENCHES, BOLLARDS AND LIGHT POLES All benches, bollards and light poles within the area shall be cleaned on a regular basis using clean cloths and a detergent solution. Remove all waste including, but not limited to, gum, food remains, excrement, grease, dust, dirt, litter, liquids, dried matter, decals, sticky substances, etc, The immediate area surrounding the object shall be cleaned in the same manner. Alleys shall be clear of trash, waste, shopping carts, pallets, leaves, and excrement. Shopping carts shall be picked up and taken to shopping center parking lot. Boxes shall be flattened and placed securely in trash container in such a manner as to not protrude excessively. Excrement shall be picked up and disposed of properly, and area washed down with proper germicidal solution. The following are alley locations within the Downtown: • 100 East Fourth Street (south alley) s 200 East Fourth Sheet (south alley) • 300 East Fourth Street (north and south alley) • 100 West Fourth Street (south alley) 0 200 West Fourth Street (south alley) • 300 West Fourth Street (south alley) ■ 400 West Fourth Street (south alley) E. CLEAN BUS STOPS Bus stops shall be cleared of waste, litter, shopping carts, leaves, and excrement. Trash containers should never have accumulated trash or waste above the level of the container opening. Trasltcan liners shall be replaced accordingly. Excrement shall be picked up, disposed of properly, and area washed down with proper germicidal solution. The following are bus stop locations within the Downtown: 25C-16 25R-24 • 400 North Main west side of street 300 North Main east side of street • 200 West 5's street south side of street • 200 East 5's street south side of street • 100 West Santa Ana Boulevard north side of sheet • 200 East Santa Ana Boulevard north side of street E. AREA OF SERVICE Defined by the Santa Ana Business Improvement District map attached. 25C-17 25R-25 POWER WASH SCOPE OF WORK A. POWER WASH PROCESS "Power wash" Is defined as the simultaneous mechanical removal of materials or pollutants from the surface of the pavement, through application of Water under pressure with elevated temperatures used in the cleaningprocess and the collection of the waste and water. Process used shall leave the area clean and free of stains and of all loose, embedded materials including chewing gum. The cleaning process must not damage the concrete surfaces or the brick paver surface. All gum must be removed from the paver, concrete and other sidewalk surfaces. B. POWER WASH SIDEWALKS All gum, dirt, grime, oil, stains and other fluids shall be removed from the sidewalks power C. POWER WASH BUS STOPS Bus stop areas are to be cleaned of all debris, gum, dlit, grime, oil, stains and other fluids. The following are bus stop locations within the area: • 400 North Main west side of street • 300 North Main east side of street • 200 West 50' street south side of street • 200 East 5' street south side of street • 100 West Santa Ana Boulevard north side of street • 200 East Santa Ana Boulevard north side of street D. POWER WASH ALLEYS AIleys are to be cleaned of all debris, gum, dirt, grime, oil, stains and other fluids. The following aro alley locations within the area: 25C-18 25R-26 • 100 East Fourth Street (south alley) • 200 East Fourth Street (south alley) • 300 East Fourth Street (north and south alley) • 100 West Fourth Street (south alley) • 200 West Fourth Street (south alley) • 300 West Fourth Street (south alley) • 400 West Fourth Sheet (south alley) E. AREA OF SERVICE Defined by the Santa Ana Business Improvement District map attached. 25C-19 25R-27 Wn&eol \ )V I ❑ F -I No3sanas a❑❑ AMMINIMME Is 25R-29 [-I Ls Iisno 7 'LS NIVW a3Mo1i E O CL E Q1 Ln J Ul 25C-22 25R-30 Exhibit2 Downtown Clean and Safe Program Scope of Services Current Clean and Safe Budget ActIVItV Cost Litter Maintenance $213,480 Power Washing $84,000 Security Guards $102,516 Total $399,996 ProposedBudget Activity Cost Litter Maintenance $280,680 Power Washing $116,800 Security Guards $102,516 Total $499,996 25C-23 25R-31 25C-24 25R-32 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: 18, 2018 TITLE: AMEND AGREEMENT WITH MARKETING POWER INC. DBA ENERGY RETROFIT CO. FOR THE INSTALLATION OF ENERGY EFFICIENT LIGHTING FIXTURES AND CONTROLS IN THE POLICE ADMINISTRATION BUILDING AND AMEND AGREEMENT FOR THE ON -BILL FINANCING LOAN (RFP NO. 18-069) (STRATEGIC PLAN NO. 4,3D; 6,2A) y � L CITY ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to amend the agreement with Marketing Power Inc., dba Energy Retrofit Co. for the installation of lighting retrofits and controls in the Police Department Administration Building, for a period through January 31, 2019, in an amount not to exceed $702,382 . 2. Authorize the City Manager and Clerk of the Council, upon approval of request, to amend the On -Bill Financing agreement with Southern California Edison to fund the Police Department Administration Building Lighting Retrofit project, in an amount not to exceed $587,034. DISCUSSION As part of the City's ongoing efforts to identify potential cost-saving energy projects across City facilities, the Building Maintenance Division commissioned energy audits for the Police Department Administration building, Corporate Yard facilities (administration and maintenance buildings), Ross Annex parking garage, and the City's libraries (Main Library, Newhope Library, and McFadden Learning Center). The energy audits were completed at no cost to the City by The Energy Network, a nonprofit program funded by California utility ratepayers through the California Public Utilities Commission. Based on the energy audit findings, Building Maintenance staff applied for and secured approved funding from Southern California Edison (SCE) to retrofit all facilities mentioned above. The retrofits to the libraries were completed in 2017, and early 2018. Both the Police Department Administration building, and the Corporate Yard facilities lighting projects are on schedule to be 25S-1 Contract Award to Install LED Lights and Controls PD Administration Building, On -Bill Financing December 18, 2018 Page 2 completed this December. The contract agreement for the Ross Annex Parking Garage lighting retrofit is currently being executed, and the project will commence in early 2019. City Council gave authorization to proceed with the Police Administration building lighting retrofit project on September 4, 2018. An agreement for a not -to -exceed amount of $656,847 was executed with Marketing Power Inc. dba Energy Retrofit Co. However, as staff, the energy consultants, and the contractor reviewed locations and the proposed replacement fixtures, it was agreed that different lighting fixtures would look cleaner and improve illumination. Additionally, after installation of the new fixtures had begun, there were adjacent areas in the building that required additional lighting upgrades to provide both a consistent appearance and improved lighting. These authorized changes by City staff have amended the total project cost to $702,382. Staff recommends approval of the increased amount, as the additional fixtures will enhance overall energy savings and illumination of the facility. On September 4, 2018, City Council also authorized execution of a funding agreement with SCE for On -Bill Financing (OBF). The SCE OBF program provides interest-free funding for qualified energy efficiency projects and includes convenient repayment through the monthly SCE utility bill. The City has no upfront costs. SCE pays the contractor (Energy Retrofit Co.) directly from the OBF funding and with cash incentives, which are grants that do not require repayment. Once the total OBF amount is paid in full (maximum 10 years), SCE will discontinue the OBF charges on the utility bill. The SCE funding agreement for the Police Department Administration Building Lighting Retrofit project approved $526,499 in OBF funding and $115,348 in incentives, for a total of $641,847. Once the retrofits are completed, the Police Department will realize energy savings through lower monthly charges on their electricity bill. This energy savings will be utilized to pay the OBF and will be reflected as a separate line item on their utility bill. Once the total OBF amount is paid in full (maximum 10 years), SCE will discontinue the OBF charges. Upon project completion by Energy Retrofit Co., SCE will conduct an installation inspection report, including recalculations of overall energy savings from the enhanced project scope. It is expected that the revised energy savings will benefit the City by increasing SCE's incentives and/or increasing the approved OBF funding for the project. However, should SCE determine that the incentives remain unchanged, the OBF amount would increase to $587,034. Staff requests the City Council to approve the increase in OBF funding with SCE in an amount not to exceed $587,034, at which time the agreement will be provided by SCE. STRATEGIC PLAN ALIGNMENT Approval of this item supports City efforts to meet Strategic Plan Goal #4 — City Financial Stability, Objective 3 (achieve a structurally balanced budget) Strategy D (explore innovative revenue and cost recovery strategies) and Goal #6 — Community Facilities & Infrastructure, Objective 2 (address deferred maintenance on City buildings and equipment) Strategy A (prepare a Deferred Maintenance Plan that assesses safety, adequacy, and liability implications, and estimates repair costs to be programmed in the responsible agency's future budget). 25S-2 Contract Award to Install LED Lights and Controls PD Administration Building, On -Bill Financing December 18, 2018 Page 3 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. A Notice of Exemption will be filed for this project. FISCAL IMPACT The following is the spending plan for the Police Department Administration Building Lighting and Controls Retrofit project: Payment from SCE to Contractor, Energy Retrofit Co.: Description Fiscal Year Amount Cash Incentives 2018-2019(January) $115,348 OBF Proceeds 2018-2019(January) $587,034 Total $702,382 Loan Repayment to SCE (if total loan amount is utilized): Description Fiscal Year Amount Account First Payment of $3,355 2018-19 Jan. or Feb $3,355 01114403-67003 PD Building & Facility, OBF Payment Remaining 113 Monthly Payments of $5,165.30 2018-19 through 2028-29 $583,679 Total $587,034 A contingency of $15,000 was approved by City Council at the September 4, 2018, Council Meeting. This amount covers any additional costs authorized by the City for lighting improvements, not qualified by SCE. The contingency is budgeted and available for expenditure in FY 2018-19 in the Police Department Building and Facility account for contract services (Account No. 01114403- 62300)._ e2 APPROVED AS TO FUNDS AND ACCOUNTS: �� @0VM3 Fuad S. Sweiss, PE, PLS Kathryn Downs, CPA � � .,y 241,5 Exegutl Director Executive Director Public irks Finance and Management Services Agency FS:JA:CK:SS Exhibit: 1. Contract Amendment 25S-3 25S-4 EXHIBIT 1 FIRST AMENDMENT TO AGREEMENT FOR ENERGY LIGHTING RETROFIT OF THE CITY OF SANTA ANA POLICE DEPARTMENT THIS FIRST AMENDMENT to the above -referenced agreement is entered into on December 18, 2018, by and between MarketingPower, Inc. dba Energy Retrofit Co. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement No. A-2018-206, dated September 4, 2018, by which Contractor agreed to provide and install advanced energy-efficient lighting fixtures and controls at the City of Santa Ana Police Department Administration Building ("Agreement"). B. The Agreement remains in effect through December 28, 2018, and the parties now wish to amend the Agreement to extend the term of the Agreement and increase the maximum expenditure under the Agreement due to a change in the selection of fixtures, as described on Exhibit A. The Parties therefore agree: 1. Section 2.a., Compensation, is amended to increase the total sum to be expended under the Agreement from $656,847 to $702,382. 2. Section 3, Term, is amended to extend the term of the Agreement through January 31, 2019. 3. Except as modified by this First Amendment, all terms 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. MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: -F44'V-A- JCVN M. FUNK Assistant City Attorney RAUL GODINEZ II City Manager CONTRACTOR Name: Title: - signatures continue on next page - Page 1 of 2 25S-5 RECOMMENDED FOR APPROVAL RECOMMENDED FOR APPROVAL FUAD S. SWEISS, PE, PLS Executive Director Public Works Agency DAVID VALENTIN Chief of Police Santa Ana Police Department Page 2 of 2 25S-6 EXHIBIT A ENERGY RETROFIT CO. ENERGY RETROFIT C❑. SavifV Emig Savlry Money Change:Order}Requ'esti Ijb Santa Ana Police Department - Admin Building Energy Retrofit Co. 60 Civic Center Drive 27363 Via Industria Santa Ana, CA 92701 Temecula, CA 92590 John Aguilar Date: 12/10/2018 Contract Date: 9/13/2018 Change Order Request H: 1 Job Code: ECCI10014 Item # Quantity Description Unit Price Amount Additional lighting fixtures due to the changes in lighting fixture (pendant to 2x2 1 inset) $84,378,00 2 Additional areas as directed by Paul Bui $8,355.85 Shipping / Lift Charges / Disposal Included Total Change Order Value $92,733.85 Final Contract Cost with Change Order (to be submitted to SCE OBF) $702,381.85 OWNER or OWNER REPRESENTATIVE CONTRACTOR: Santa Ana Police Dep/artment - Admin Building Energy Retrofit Co. By: Vdl7r9 /i t"' tv By: Erica lnderwick / Signature: Signature: Date: /> jD la QJ Date: 25S-7 25S-8 V 10 N W fD w N fD W .1Y iMNWNpD a�li�i -0py1 . 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N 25S-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED El DONATION AGREEMENTS WITH ❑ 11 VARIOUS ORGANIZATIONS TO ❑ SUPPORT COMMUNITY EVENTS AND ❑❑ PROGRAMS {STRATEGIC PLAN NO. 5,41 Cl]yMANAGER 1:7x91•1IT, IT, 1:1011Ill 7e«iC•7�1 As Recommended As Amended Ordinance on 1s' Reading Ordinance on 2n' Reading Implementing Resolution Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute agreements with various organizations in support of their community events and programs, subject to nonsubstantive changes approved by the City Manager and the City Attorney, as follows: Charitable Ventures of Orange County in support of the Wilshire Square Neighborhood Association's annual holiday parade, open to the community, that occurred December 2, 2018, in a one-time donation amount of $1,000 (Mayor Pulido); Santa Ana Athletic Foundation in support of the Orange County's Grappling program that supports free wrestling instruction and tutoring for students K-12, in a one-time donation amount of $1,000 (Former Mayor Pro Tem Martinez); Charitable Ventures of Orange County in support of the Artesia Pilar Neighborhood Association's annual holiday celebration, open to the community, that occurred December 10, 2018, in a one-time donation amount of $250 (Councilmember Solorio); 4. Santa Ana College Foundation in the President's Circle that provides students with success initiatives and academic support, in a one-time donation amount of $1,000 (Former Councilmember Benavides); Charitable Ventures of Orange County in support of the Artesia Pilar Neighborhood Association's annual holiday celebration, open to the community, that occurred December 10, 2018, in a one-time donation amount of $500 (Mayor Pro Tem Villegas); Charitable Ventures of Orange County in support of the Santa Anita Neighborhood Association's annual holiday celebration, open to the community, that occurred December 10, 2018, in a one-time donation amount of $150 (Mayor Pro Tem Villegas); 29A-1 Donation Agreements with Organizations to Support Community Events and Programs December 18, 2018 Page 2 7. Second Chance Orange County in support of on-going program costs that provide workforce and life skills services to highly at risk youth, homeless individuals, and people with substance abuse issues, in a one-time donation amount of $500 (Mayor Pro Tem Villegas). DISCUSSION On August 4, 2015, City Council adopted Resolution 2015-042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. This resolution and policy outlines the eligibility criteria for neighborhood associations and eligible non-profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non-profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in-kind funding for City Services. The resolution indicates that during election year, each Councilmember may seen no more than half of the allocated amount prior to December 31 st. Remaining funds, with a minimum of $5,000, will be available for the newly elected officials beginning January 1st. The donation requests included in this staff report were received and approved prior to December 11, 2018, as indicated in the exhibits. The donation agreements listed above are in response to the Donation Requests (Exhibits 1-7) submitted by various community organizations or neighborhood associations to the specific Councilmembers, seeking sponsorship for community events and/or programs. The Councilmembers, respectively, reviewed and agreed to sponsoring the programs or events through the Special Event Sponsorship funds. Upon approval by City Council, the respective donation agreements will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2018-19 General Non -Departmental account (01105015-62300) as appropriate from each of the following Councilmember's appropriated amounts for Fiscal Year 2018-19: Mayor Pulido $ 1,000.00 Former Mayor Pro Tem Martinez $ 1,000.00 Councilmember Solorio $ 250.00 Former Councilmember Benavides $ 1,000.00 Mayor Pro Tem Villegas $ 1,150.00 Total $ 4400.00 29A-1 Donation Agreements with Organizations to Support Community Events and Programs December 18, 2018 Page 3 APPROVED AS TO FUNDS AND ACCOUNTS IKI &&WWI<:) Kathryn Downs PA Executive Director Finance and Management Services Agency Exhibits: 1-7. Donation Agreements 29A-3 29A-4 CITY OF SANTA ANA DONATION AGREEMENT WITH CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on DECEMBER 18, 2018, by and between the City of Santa Ana, a municipal corporation ("City") and CHARITABLE: VENTURES OF - ORANGE COUNTY FISCAL SPONSOR FOR THE WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION 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 for the WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION TO HOST ITS ANNUAL HOLIDAY PARADE ON DECEMBR 2, 2018, WHICH WAS FREE AND OPEN TO THE COMMUNITY ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of MAYOR PULIDO believes there is a public purpose in supporting the Community Benefit because it assists the WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION IN HOSTING THE ANNUAL HOLIDAY PARADE THAT PROMOTES COMMUNITY PRIDE AND UNITY. 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 ONE THOUSAND DOLLARS_($1,000); because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. EXHIBIT 1 29A-5 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on-going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume 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. EXHIBIT 1 29A-6 lot WC132MIZ10 "4z"4 0 Raul Godinez II City Manager Attest: By. Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: J M. Funk Assistant City Attorney CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION, a 501(c)(3) NON-PROFIT ORGANIZATION Um Ted Kim Chief Operating Officer EXHIBIT I 29A-7 City of Santa Ana I; Donation Request ;t Name: I --- -_ Address: ' City, State, Zip: — ---- \7 bX, - Email: (Phone' 7 Fax: Name: I 1 I ` J -- l -I t- S In t �--� rh G( rP _ - N lcc-�-l4_IloLlc{ j Tax-Exempt Status: Is your organization a non -profs or, ublic tax-exempt organizatidn as ;Select One: defined under Section 501(c)(3) of the Internal Revenue ede7 If No. you will only qualiyfor acredtfor City -related costs foryourrequest(i.e.permitfees , r — staNlime, rental rates for facilities or equipment,etc.). Costs for City services vaty andif if Yes, approved, credit may or may not cover full cost of requested City services`Tax ID 11% city Services Credit I I Amount Requested: 11�t1-�t�} ;Date Needed: `h 'Direct Payment Amount I Requested:IS$.1,000Event Date: 'Event Location /� I tti,, i / S Address, City, State, Zip � ( Q 1166 v1- :Description of 'Event/ Purpose: iCommunity Benent: ;Applicant Signature: WI(St, tt0� 5 '4—Gi City Manager's Office - M-31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 (714) 647-5200 Yes ❑ No 261 G �5 (L� Even -- (t Time LI -I Jo�rc��c--1 J ct (4 Ci r H -r. I .t C..OUO� U 1 CSC. Ile - Cc (,1 ('11 Ct le- Cc(,1('11k tat l -C t l(�t -, wy managers unite -NI -31i Email: donationrequestisantaaa. norg 20 Civic Center Plaza P.O. Box 1988 I Fax: (714) 8475984 Santa Ana, CA 92702 Donation Request #: I DR- Eligibility R- Eligibility Met: f YES I NO 1'$$ t--------- --NO - I City Manager Signature —_ - l Council Meeting Date: 12/18/18 i Approved Amount: 1 $1,000- - Date: Revised 07/05!2017 CITY OF SANTA ANA DONATION AGREEMENT WITH SANTA ANA ATHLETIC FOUNDATION FISCAL SPONSOR FOR ORANGE COUNTY GRAPPLING 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on DECEMBER 18, 2018, by and between the City of Santa Ana, a municipal corporation ("City") and SANTA ANA ATHLETIC FOUNDATION FISCAL SPONSOR FOR ORANGE COUNTY GRAPPLING, 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 PROVIDING FREE WRESTLING PROGRAMMING, EQUIPMENT, AND TUTORING FOR K-12 STUDENTS TO PROVIDE EXTRA -CURRICULAR ACTIVITIES WHILE PROMOTING EDUCATION TO THE COMMUNITY ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of FORMER MAYOR PRO TEM MARTINEZ, believes there is a public purpose in supporting the Community Benefit because it PROMOTES EDUCATION, POSITIVE ACTIVITIES, HEALTH & FITNESS, AND COMMUNITY PRIDE. 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 ONE THOUSAND DOLLARS ($1;000), -because the City has determined that there is a public purpose to be served in supporting the Community Benefit. hi executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date fust above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. EXHIBIT 2 29A-9 3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on-going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume 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. EXHIBIT 2 29A-10 CITY OF SANTA ANA By: Raul Godinez II City Manager Attest: m Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: %, v ,tfi m M. Funk ssistant City Attorney SANTA ANA ATHLETIC FOUNDATION, a 501(c)(3) NON-PROFIT ORGANIZATION By: Scott Glabb Executive Director/Coach EXHIBIT 2 29A-11 r '" City Manager's Office -M-31 .R'u,+ City of Santa Ana 20 Civic Center Plaza Donation Request P.O. Box 9988 Santa Ana, CA 92702 '.yY - (714) 647-5200 Ity, state, zip: Costa Mesa hens: 714-609-6607 Name: (Orange County Grappling Fiscal Sponsor will be Santa Ana Athletic Foundation .empt Status: Is your organization a non-profit or under Section 501(c)(3) of the Internal Revenue i as sleet One: Fv-] Yes ❑ No will only qualify for a credit for City -related costs for yourrequest Q.e. permit lees, If Yes, rental rates for facilities or equipment, etc.).Costs for City services vary end it 91-2163665 credit may or may not cover lull cost of requested City services. fax ID M � Return Cornpleted form viaiPo. Mail: City Manager's Office -M-31 I Email: donationrequest@santa-ana.org j 20 Civic Center Plaza Fax: (714) 647.6954 P.O. Box 1988 Santa Ana, CA 92702 y1.i.�li��%..,,y44."iYd,is,.tlT�*�.G^,iiY"q-t'!q r tty Services Credit I` Date Needed: F12/1/201 H ayor/Councllmember. I Martinez ount Requested: �' PIrect Payment Amount —� � 000.0 Event Date: Mons & Weds vent Time: 6PM quested YES 1 NO Yes - - Santa Ana High School/ Wrasuing Ramon ' Event Location: sm W. waewl at Address, City, State, Zip Santa Ana, CA 92701 I —� ry Monday and Wednesday at 6pm we provide free wrestling instruction and tutoring for kids Description of des K -12th. The funds will be used for entry fees to compete in wrestling tournaments, as Fw Event / Purpose: aS gear and food for the wrestlers/participants. Orange County Grappling Club specifically exists to give hope and purpose to adolescent boys and gids in Santa Ana. Community Benefit: The benefit to the community is to empower and enable these adolescents to reach their highest potential and to achieve their goals In lite. Thus, making positive conMbutions back to the city. We also exist to redirect negative behaviors toward positive aviors, "teaching teens to wrestle through their aggressions and the pain that daily life may bring' a �_ v K �-t-� v •n-,�x�' < �a ,r..�c�'fv.�.. �+ s�i, Rate kms. I' rF� .. � Return Cornpleted form viaiPo. Mail: City Manager's Office -M-31 I Email: donationrequest@santa-ana.org j 20 Civic Center Plaza Fax: (714) 647.6954 P.O. Box 1988 Santa Ana, CA 92702 y1.i.�li��%..,,y44."iYd,is,.tlT�*�.G^,iiY"q-t'!q r Donation Request H: Ralerance 0 on all related DPlrs DR - Council Meeting Date: 12/4/1$ f Eligibility Mot: YES 1 NO Yes - - Approved Amount: - $1,000 City Manager Signature: Data: I —� Revised 01/05/2017 Is) 011w acE.W If;Tyrll DONATION AGREEMENT WITH CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR ARTESIA PILAR NEIGHBORHOOD ASSOCIATION 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on DECEMBER 18, 2018, by and between the City of Santa.Ana,-a municipal corporation ("City") and -CHARITABLE VENTURES_ OF ORANGE COUNTY FISCAL SPONSOR FOR THE ARTESIA PILAR NEIGHBORHOOD ASSOCIATION 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 for the ARTESIA PILAR NEIGHBORHOOD ASSOCIATION TO HOST ITS ANNUAL HOLIDAY EVENT ON DECEMBER 10, 2018, WHICH WAS FREE AND OPEN TO THE COMMUNITY ("Community BenefifD. The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of COUNCILMEMBER SOLORIO believes there is a public purpose in supporting the Community Benefit because it assists the ARTESIA PILAR NEIGHBORHOOD ASSOCIATION IN HOSTING THE ANNUAL HOLIDAY EVENT THAT PROMOTES COMMUNITY PRIDE AND UNITY. 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 HUNDRED FIFTY DOLLARS ($250); because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term: Termination of Aereement. This Agreement shall take effect on the date fust above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. EXHIBIT 3 29A-13 3.3 Waivers, Insurance or Other Obligations. ions. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on-going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume 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. EXHIBIT 3 29A-14 CITY OF SANTA ANA Attest: 0 Raul Godinez II City Manager Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: , JWn M. Funk Assistant City Attorney CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR ARTESIA PILAR NEIGHBORHOOD ASSOCIATION, a 501(c)(3) NON-PROFIT ORGANIZATION 0 Ted Kim Chief Operating Officer EXHIBIT 3 29A-15 City of Santa Ana Donation Request CIlyManager's offlce-M-31 20 Civic Cenferplaxs P.O. Box 1888 Senor Ank CA 82702 (7f4) 647.6200 Organization Name: jArtesfa Pilar Neighborhood Association (APNA)/Charitable Ventures of Orange County ame: I Ruby Gonzales -Woo ua: President ddress: 12234 N. Pacific Ave ItNo,youa411onlyquaWforacmdltforCi&,mlafedcostsforyourrequest(La.pemr8feea, stafYes, ro'ms,rendtmtayormfor aynot ovefullcott,etcq.Costs aded �Byvice& vary and lf approved, credit m or may not ocverfullcost olm casted C earvlcea. ctty,state, zip: I Santa Ana, CA 92706 hens: 714-835-8925 � au.-- wooruby@yahoo.com Fax: none Organization Name: jArtesfa Pilar Neighborhood Association (APNA)/Charitable Ventures of Orange County Tax -Exempt Status: Is your orgonlzatlonanon-profit or public fax-exemptolganlzallon as defined under Section 301(c)(3) of the Internal Revenue Code? . elect One: �— DR - Council Meeting Date: ®Yea No ItNo,youa411onlyquaWforacmdltforCi&,mlafedcostsforyourrequest(La.pemr8feea, stafYes, ro'ms,rendtmtayormfor aynot ovefullcott,etcq.Costs aded �Byvice& vary and lf approved, credit m or may not ocverfullcost olm casted C earvlcea. ax ID 0: 208756660 Eligibility Met: YES / NO YeS Approved Amount: $250 Mail: City Manager's Office -M-31 Email: donatlonmquost@santo-ona.org 20 Civic Center Plaza Fax: (714) 047.6964 P.O. Box 1888 Santa Ana, CA 92702 .1 qty Services Credit I Date Needed: t)@C. 1 O, 2018 i eyodCouncilmember. mound Requested: Pieesa Choose From the Llst Below DR - Council Meeting Date: 12/18/19 Dlmct Payment Amount $250 Event Data: � Venl7lme: I Joioiio Requested: Dec. 15, 2078 12:0D noon Eligibility Met: YES / NO YeS Approved Amount: $250 Event Location:FY dia Romero Cruz, 27.01 W. 5th Street, Santa Ana, CA 92703 MUMS, top; slate, as nrM.m—duwmaomnnw,net.bm.-mrgmnb mramwmie.�u+umaw.seem.awm.mnmm�basa.a.Lowaaaar..�mmwanu..nw emontmmmea ofurpose: NYlrbn LaAxYPM1 W dMmYaYeeYlLabt4eM.pIA Mdbgpa.pJml.bWYmwP�,.N4mbM1bbyb,Np4T,®albpp,aal0uvnvangvmbombvb.q�,mGmpbrb, Ft,pesc.9on bammamtnrmmoew,.>mca®ewY.awawomPmwnmvm'•i °.PamL'b mum mb(m-m..w�"¢"ems-.w""bdnm�ne�samvemn.ab mm,.a+�i�`m G,P,l�bIbIDYP W mpfMppaalWam®,IVMhmiW bbp{eyl,. Community Involvement of 300-@00 youth and residents that worts with them to build strong healthy Community Benefit communities and help families thrive. ItDillf�e�efgnpCtrta= 4 �' L74R 5 !rS rs " IZ;ite IVi�Veri�ib�r�,�lht �{. t+�13 l.� �Tr._ •Z n.{.. ip � �.S P�..i. !`.'=i. Y.. d':.e.. I :.a 1 m.!..c. : .. ...(J. :Y.:< .'t F.,...A f _,..ti i3, :S- e C,. <.tl.. )e Mail: City Manager's Office -M-31 Email: donatlonmquost@santo-ona.org 20 Civic Center Plaza Fax: (714) 047.6964 P.O. Box 1888 Santa Ana, CA 92702 Revised 1111012018 29A-16 .1 Donation Request#: DR - Council Meeting Date: 12/18/19 Reference x on alt ralat DWs Eligibility Met: YES / NO YeS Approved Amount: $250 City Manager Signature: Date: Revised 1111012018 29A-16 CITY OF SANTA ANA DONATION AGREEMENT WITH SANTA ANA COLLEGE FOUNDATION PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on DECEMBER 18, 2018, by and between the City of Santa Ana, a municipal corporation ("City") and SANTA ANA COLLEGE FOUNDATION, 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 for the -SANTA ANA COLLEGE FOUNDATION'S PRESIDENT'S_ CIRCLE WHICH SUPPORTS VARIOUS STUDENT SUCCESS INITIATIVES AND PROVIDES ACADEMIC SUPPORT ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public P=ose. The City, by recommendation of FORMER COUNCILMEM 3ER BENAVIDES believes there is a public purpose in supporting the Community Benefit because it assists SANTA ANA COLLEGE STUDENTS AND THE COMMUNITY TO ADVANCE EDUCATIONALLY AND BECOME PREPARED FOR THE WORKFORCE. 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 ONE THOUSAND DOLLARS -($1,000), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the fends, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term: Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. EXHIBIT 4 29A-17 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on-going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight it by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the 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. EXHIBIT 4 29A-18 CITY OF SANTA ANA M Attest: Raul Godinez II City Manager Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: i M. Funk ssistant City Attorney SANTA ANA COLLEGE FOUNDATION, a 501(c)(3) NON-PROFIT ORGANIZATION 0 Christina Romero Executive Director EXHIBIT 4 29A-19 .,,!��+.'>. City Manager's OTfrce-M•31 -.a:+y�.;,� City of Santa Ana 20 Civic Center Plaza L I' Donation Request P.O. Box 1988 Santa Ana, CA 92702 (714) 647.5200 Name: rChristlna Romero rntlo: I Executive Director Pdd�iosa: 1530 W. 17th St. --- ------ ---'— pity, state, zip: Santa Ana, CA 92706 F714564-6091 i?hone: --hristina@sac.edu -- (-- — Eman: �rom___ C Faac o .. . e Nnmo: Santa Ana College Foundation Tax-Exompt Status: Is your organization a non-profit or public tax-exempt organization as act Ona - anted under SectionOna 501(c)(3) of Internal Revenue Coda? r Yes ❑ No IF NO, you wNonlyquaWthre c2di1 Por C"IeWcosts foryourrequest(ie. pemtlt hes, ta1/ilme, rental ratesrorh:Ms crequlpmerd. ekJ.Cosis for Crryservkes vary and t I'Y' approved, creddmay ormay not cover/u8cost of requested MyseMces. ax 100: 95-6209198_ i DB p B �Cily Sorvil cos Cmdit DetoN 12/15/18 Mryorl (Councllmemtror. BenaNdes Amount Rpueatad: lmet PaymentAmou 1e060 rEv�—ent—eats,-- ----- r - ---• Event Time: �- -...—.— Event Loeatlon: 1530 W. 17th Street, Santa Ana, CA 92706 AINsa, Cy. Shde. Zp The Santa Ane College Foundation would like to request a gift towards our President's Circle Description or EvontI Purpoao: Event I which supports various student success Initiatives, urgent action needs, and academic support gift would benefit Santa Ana College students and the community as a whole es it advances the communlryBenoflhon of the college and prepares students for the workforce, continue their undergraduate work, or rshariplen a skill - all of which strengthens our community. IAPPIiconl8l Igneture:----- - --- --- ---i _ o�.O ^--[ Mali: City Manegara Office M-31 Email: donatlonrequoat@sante4no.org 20 CIvic Center Plana Fax: (714)647-0964 P.O. Box 1983 Santa Ann, CA 02702 Donation Request a: DR- Council 12/18/18 Meeting Data: ! _ Eligibility Mot: YES I NO Yes Approved Amount: --- i $1,000 City Manager Signature: i Data: I 1 Revised 01105=17 EXHIBIT 4 29A-20 CITY OF SANTA ANA DONATION AGREEMENT WITH CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR ARTESIA PILAR NEIGHBORHOOD ASSOCIATION 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on DECEMBER 18, 2018, by and between the City of Santa Ana, a municipal corporation ("City") and CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR THE ARTESIA PILAR NEIGHBORHOOD ASSOCIATION 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. REcerAm 2.1 Community Benefit. The City wishes to provide Recipient with funding for the ARTESIA PILAR NEIGHBORHOOD ASSOCIATION TO HOST ITS ANNUAL HOLIDAY EVENT ON DECEMBER 10, 2018, WHICH WAS FREE AND OPEN TO THE COMMUNITY ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of COUNCILMEMBER VILLEGAS believes there is a public purpose in supporting the Community Benefit because it assists the ARTESIA PILAR NEIGHBORHOOD ASSOCIATION IN HOSTING THE ANNUAL HOLIDAY EVENT THAT PROMOTES COMMUNITY PRIDE AND UNITY. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of FIVE HUNDRED DOLLARS ($500); because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term, Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. EXHIBIT 5 29A-21 3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on-going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume 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. EXHIBIT 5 29A-22 CITY OF SANTA ANA By: Raul Godinez II City Manager Attest: 52 Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: lYV. T4,,' ` J#n M. Funk Assistant City Attorney CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR ARTESIA PILAR NEIGHBORHOOD ASSOCIATION, a 501(c)(3) NON-PROFIT ORGANIZATION in Ted Kim Chief Operating Officer EXHIBIT 5 29A-23 Cif of Ssnta Ana ChyManager's OBlee-M-31 y 20 Civic Confer Plata Donation Request P.o. Boxfoeg Sante Ana, CA 92702 Y'" LtY'!V (714) 047.0200 •. Fame: Ruby Gonzales -Woo tie: President ddn; s 2234 N. Pacific Ave city, stat-, zip: Santa Ana, CA 92706 Kona: 714835-8825 Eman — I wooruby@yahoo.com Fax: none •. Name; Artesia Pilar Neighborhood Association (APNA)/Charitable Ventures of Orange County Tax -Exempt Status: is your organization a non-pmffterpubOcte*exempt olgenfzallon as defined under Section 501(c)(3) of the Internal Revenue Code? elect One• Dunt .�SB -Yes 1:1 No ffNo,youtvlllonlyquallryforacreditrorC)tyielo(adcostsforyourrequest(le.pemdtfees, sW tlme,rentalratesforfac010esoraqulpmenf,eta).Costsfor011yservicesveryandifS?�+ppmved,creditmayormaynot I 208756660 coverPoll cost ofmquestad Cilyservices. r.y7xos.,. Dec.10, 2018 •. City services Credit I Date Needed: pec. 1 O, 2018 t Requested: Mayddcouncirmember, Please Choose From the Ust Below Dunt .�SB DlmctPayment Amount $500vent Data: I Eventttme: ceeMr�t+�anvmeua•Mawoamcwa�Men,oner uestod• Dec.10, 2018 12:00 noon Event Location: Fydia Romero Cruz, 2701 W. 5th Street, Santa Ana, CA 92703 Address.City, Stars9p ..VMmm,tlewmY[O.+FCaMF4Mbua�mvApYM4gRMwtIX.WUIobM,.e/MnepmmAv44TNmvtlryWmyebde N�aWiyNPPe,mW kgryMe2,MN Dosed tion oP P (kldEani.Vad'MMM@OP,nryUevaMbl6Nmp,q W4xeInWm8bNa4-tCVMmb,e,WVM,eMgglak,.zR,ppnUtln®ef/mn4numeya9vp,minadmlb °��"R•bKRnMAbAmIdCVEomnM1as�mmsppNaFn'wmwMo„mpWMdnngAOne,,.bga6.lmdlpm„emble�.'T+wA'P�N �'PYMM1.aapMentl emy..wmrom.m....nwem,ymmmnmetuommiecmnuaya.me,.ov<vmmxuwewe]..ew,.. EYenkl PUrpase: ..m,wpax.n.,ve,nn.na awe.anew,wx,,•mq•en.,,mn,.eu.m�m hb.o.ua.nommwmx.m,•n.as+mneamwwmnm,..,r,nemwnu.re,.me�w+a.�obmwnm., e°eOm='+ismwwae�ryssw"wmm,w%mvcomwwgwwv,r..a.meM,mem.Wmea,Woaetasmerwa.noMwMwwvMen,mvttaaab Community involvement 300-000 youth and resident- that works with them to build strong healthy community BBenefit-ocommunities and help families thrive. iepijrSef�t$r�n yrtQi t Lig .y' r• c a�NOVO; bar"24 2a"t8 J (Mall: City Manager's Ofnce—M-31 Email: donetionrequest@santa-anaorg 20 Civic Cantor Plata Fax (714) 647.0904 P.O. Box 1999 Santa Ana, CA 92792 Revised 11/16120111 29A-24 Donation Requests DR - Council Meeting Date: 12/18/19 Reference a on an relaradDPVa Eligibility Met: YES I No Yes Approved Amount: $500 City Manager Signature: Data: Revised 11/16120111 29A-24 CITY OF SANTA ANA DONATION AGREEMENT WITH CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR SANTA ANITA NEIGHBORHOOD ASSOCIATION 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on DECEMBER 18, 2018, by and between the City of Santa Ana, a municipal corporation ("City") and CHARITABLE.VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR THE SANTA ANITA NEIGHBORHOOD ASSOCIATION 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. REGTTALS 2.1 Community Benefit. The City wishes to provide Recipient with funding for the SANTA ANITA NEIGHBORHOOD ASSOCIATION TO HOST ITS ANNUAL HOLIDAY EVENT ON DECEMBER 15, 2018, WHICH WAS FREE AND OPEN TO THE COMMUNITY ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. M The City, by recommendation of COUNCILEMBER VILLEGAS believes there is a public purpose in supporting the Community Benefit because it assists the SANTA ANITA NEIGHBORHOOD ASSOCIATION IN HOSTING THE ANNUAL HOLIDAY EVENT THAT PROMOTES COMMUNITY PRIDE AND UNITY. 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 ONE HUNDRED FIFTY DOLLARS;($150), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. EXHIBIT 6 29A-25 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on-going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume 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. EXHIBIT 6 29A-26 CITY OF SANTA ANA Raul Godinez II City Manager Attest: By: Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney WAR r�� u Assistant City Attorney CHARITABLE VENTURES OF ORANGE COUNTY FISCAL SPONSOR FOR SANTA ANITA NEIGHBORHOOD ASSOCIATION, a 501(c)(3) NON-PROFIT ORGANIZATION 0 Ted Kim Chief Operating Officer EXHIBIT 6 29A-27 EXHIBITS 29A-28 City Manager's OKce - M-31 City of Santa Ana 20 Civic Center Plaza Donation Request P.O. Box 1988 (9) Santa Ana, CA 92702 (714) 647-5200 W.-11. Felipe, Guerrero nla: 1President Addros� s —1204 N. Susan Street !city, State, zip: ISanta Ana, CA 92703Phony– e: (714) 265-2071 IEma I: godfnano@aol.com Fax: —�— 0 Name: Charitable Ventures of OC on behalf of the Santa Anita Neighborhood Assoc. Tax -Exempt Status: is your organization a non-profit or public tax-exempt organization as (Select One: ❑ ❑ efined under Section 501(c)(3) of the Internal Revenue Code? Yes No if No, you willonly qualilyfor a credit for City -related costs roryourrequest#.a. permit fees, F rentalrafes forfact78ies or equipment,etc.).CmIs for City services varyendif it Yes' islag6me, approved, credit may or may not coveredl cost of requested Cr7y services. ax lD 0; hO_8756660 i r'�y —(Dote CllyServices7Credit )lmounl Requested: S Needed: I='t- ! Ma odCour ndlmember, 1 l y Ville0 as Direct Payment Amount $ 15 0 Event Date: 112/15/18 Event Timms e: — pequested: I I I 4:OOpm �Evenl Location: Santa Anita Center 300 S. Figueroa Street Santa Ana Addran City, Stafe, Zip 2nd Annual Santa Anita Neighborhood - Noche de Paz Christmas Event for the Community. 10escription I or Donation will cover the cost of the balloon artist to entertain children at the event. Event l Purpose: i ——IThe Noche de Paz is intended to bring our community together and celebrate 'cemmanuy sensor: what we share in common. >' rp�,q fr va%- •vie APPliea� nt S19nature: I �.. / ata: I I „Email: (Mail: City Manager's Office -M-31 donatlonrequest@santaana.org 20 Civic Center Plaza Fax: (f14) 647.8954 P.O. Box 1988 Santa Ana, CA 92702 Donation Request x: DR - Council Meeting —i` g Date: 12/18/18 Eligibility Mel: YES I NO ,IES Approved Amount: $150 - --�-- City Manager Signature: Dale: -_ Revised 01/0512017 EXHIBITS 29A-28 CITY OF SANTA ANA DONATION AGREEMENT WITH SECOND CHANCE ORANGE COUNTY 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on DECEMBER 18, 2018 by and between the City of Santa Ana, a municipal corporation ("City") and SECOND CHANCE ORANGE- COUNTY, 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 for PROVIDING SERVICES TO SANTA ANA YOUTH THAT ARE HOMELESS OR RECOVERING ADDICTS BY CONNECTING YOUTH WITH SERVICES AND EMPLOYMENT ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 . Public Purpose. The City, by recommendation of COUNCILMEMBER - VILLEGAS, believes there is a public purpose in supporting the Community Benefit because it WILL PROVIDE AN ECONOMIC VALUE TO ASSIST AT -RISK YOUTH IN SANTA ANA SO THEY MAY BECOME PRODUCTIVE CITIZENS THAT CONTRIBUTE TOWARDS SOCIETY. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of FIVE HUNDRED DOLLARS ($500), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term. Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. EXHIBIT 7 29A-29 3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on-going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume 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. EXHIBIT 7 29A-30 CITY OF SANTA ANA By: Raul Godinez II City Manager Attest: 0 Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: J n M. Funk Assistant City Attorney SECOND CHANCE ORANGE COUNTY, a 501(c)(3) NON-PROFIT ORGANIZATION By: Deborah Johnson Executive Director EXHIBIT 7 29A-31 City of Santa Ana City Manager's Office - td -81 City 20 Civic Center Plaza Donation Request P.O. Box 1988 Santa Ana, CA 92702 (714) 647-5200 lNam' —e, Pe b Johnson itle, Adele:e: 12618 San Miguel Drive #284 (City, State, zip: I Newport Beach, CA 92660 Phone: Emalr l: idebjll@icloud.com Fax: o , Name: SECOND CHANCE Orange County Tax -Exempt Status: Is your organizationa non-profit or public tax-exempt organization as Select One: defined under Section 501(c)(3) of the Internal Revenue Code? I If I Yes ❑ No It No, you will only qualify for a cmdd for Cily-related costs for your request it. e, permit tees, lyes, Istafftime, rental rates tar facilities or equipment etc.). for City services vary and i7 81-1224869 ,approvetl, credit mayor maynorwver /u8 cost olrequestetl City services. ax ID A: I, . @yServicC� ssCredd I jI� �— Vllle aS a[e Needed: g Pmount Requested: IS i Mayor/Councllmember: I Amount F$5-001 Event Date: Event Time: :Directayment Requested: FEvent Location: Atltlress. City, State. Zip 1 He1p augment our CDBG grant in-S.A. to pay e for thgap in the program budget, Description of we applied for more than twice the mount we received, and we have already a Event I Purpose: reached the number of S.A. residents in 4 months that we can serve. Economic value, these S.A. homeless or or �ecovenng rugrug a ca -o -o addicts no community Benefit: longer use public services, we provide training, coaching/mentoring and we get jthem jobs, they pay taxes and they are no longer on the streets. They become � � �r- ApplicantSignature �)Date: (NOVEMBER 1, 2018 Mall: City Manager's Office -M-31 Email: donationrequest@sanua na.org 20 Civic Center Plaza Fax: (714) 647b954 P.O. Box 1988 j Santa Ana, CA 92702 j Donation Request�R- en, .. n r. Council Meeting Date: 12 j Eligibility Met: YES INO Yes Approved Amount$5O' 0 City Manager Signature: — - - -- _ - — -- - - — Data. Revised 0110512017 EXHIBIT 7 29A-32 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: 18, 2018 TITLE: ADOPT RESOLUTION AND AUTHORIZATION TO SUBMIT PROJECT W BUS STOP AMENITIES IMPROVEMENT GRANT FUNDING APPLICATIONS {STRATEGIC PLAN NO. 6, 1G} i� II Cry 9ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1"Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution authorizing the submission of grant applications to the Orange County Transportation Authority to fund bus stop amenity improvements under the Fiscal Year 2018- 2019 Project W program. DISCUSSION In November 2018, the Orange County Transportation Authority (OCTA) issued a call for projects under the Measure M2 Comprehensive Transportation Funding Program Safe Transit Stops (Project W) application process for 2019. Project W provides funding for passenger amenities at the 100 busiest bus stops in Orange County, 39 of which are located in Santa Ana. Funding in the amount of $3 million in Measure M2 Project W funds will be available during this second cycle of funding allocations. Four of the 39 busiest bus stop locations have been built utilizing prior funding, which leaves the remaining 35 identified locations currently unfunded. In April 2014, the Public Works Agency was successful in being awarded $687,519 during the first round of Project W funding. This enabled the installation of 29 new transit shelters citywide. In the current 2019 call for projects, the City will pursue funding to improve 35 bus stop locations that currently do not have bus shelters. Eligible improvements include bus shelters or shade structures, seating, waste receptacles, ad displays, bus stop lighting, information displays, installation of electric services on bus shelters, and minor improvements to sidewalks. OCTA requires a resolution from the City to submit the funding applications and to accept awarded funds. It is anticipated that local agencies submitting applications will be notified of Project W funding recommendations by OCTA in early 2019. Given the need for additional safe transit bus facilities, staff recommends that the City Council adopt a resolution authorizing submittal of these project applications for funding, and direct staff to incorporate the projects into the Capital Improvement Program budget for Fiscal Year 2018-19. 55A-1 Resolution — FY 2019/20 Measure M2 CTFP Grant Applications December 18, 2018 Page 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). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT no fiscal impact associated with this action. Fuad S1Sweiss, PE, I Executi a Director Public orks Agency FS/EWG/SF/HG Exhibit: 1. Resolution 55A-2 jmf 11/26/18 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE EXECUTIVE DIRECTOR OF PUBLIC WORKS OR DESIGNEE TO SUBMIT GRANT APPLICATIONS FOR PASSENGER AMENITY IMPROVEMENTS AT 35 BUS STOP LOCATIONS TO THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FUNDING UNDER THE PROJECT W SAFE TRANSIT STOPS PROGRAM, AND IF AWARDED, AUTHORIZING THE EXECUTIVE DIRECTOR OF PUBLIC WORKS OR DESIGNEE TO EXECUTE ALL DOCUMENTS REQUIRED TO ACCEPT THE GRANT FUNDS AND AMENDING THE BUDGET ACCORDINGLY FOR FISCAL YEAR 2018-2019 TO REFLECT SUCH GRANT AWARD WHEREAS, the City of Santa Ana will act as the lead agency in designing, constructing, and maintaining bus stop improvements in the City, and the Orange County Transportation Authority ("OCTA") will serve as the grant funding agency under the Project W Safe Transit Stops Program for such improvements ("Project W Program"); and WHEREAS, the City of Santa Ana desires to participate in the Project W Program, which provides grant funding for passenger amenities at the 100 busiest bus stops in Orange County as determined by average daily weekday passenger boardings; and WHEREAS, the City of Santa Ana has been declared by OCTA to meet the eligibility requirements to receive funds as part of the Project W Program; and WHEREAS, 39 of the busiest bus stops in Orange County are in the City of Santa Ana; and WHEREAS, the City of Santa desires to implement bus stop passenger amenity improvements at the following 35 of these bus stops: 1. Southbound Bristol Street at 17th Street 2. Westbound 17th Street at Main Street 3. Southbound Bristol Street at McFadden Avenue 4. Eastbound 1 st Street at Harbor Boulevard 5. Southbound Main Street at 17th Street 6. Eastbound 17th Street at Bristol Street 7. Northbound Harbor Boulevard at 1 st Street 8. Eastbound McFadden Avenue at Bristol Street 9. Northbound Bristol Street at Sunflower Boulevard Resolution No. 2018 -XXX Page 1 of 4 jmf 11/26/18 10. Northbound Harbor Boulevard at Westminster Avenue 11. Northbound Bristol Street at Warner Avenue 12. Northbound Bristol Street at 17th Street 13. Westbound 17th Street at Bristol Street 14. Southbound Harbor Boulevard at 1st Street 15. Northbound Main Street at 17th Street 16. Southbound Main Street at Main Place 17. Northbound Bristol Street at Edinger Avenue 18. Westbound 1 st Street at Harbor Boulevard 19. Westbound 17th Street at Tustin Avenue 20. Northbound Main Street at Civic Center 21. Westbound 1 st Street at Downtown Plaza 22. Eastbound McFadden Avenue at Jackson Street 23. Southbound Harbor Boulevard at McFadden Avenue 24. Southbound Fairview Avenue at 1 st Street 25. Westbound 1 st Street at Flower Street 26. Southbound Bristol Street at MacArthur Boulevard 27. Eastbound Westminster Avenue at Euclid Avenue 28. Westbound 1 st Street at Ross Street 29. Southbound Main Street at 15th Street 30. Eastbound Edinger Avenue at Fairview Avenue 31. Southbound Main Street at Civic Center Drive 32. Northbound Main Street at MacArthur Boulevard 33. Northbound Harbor Boulevard at Warner Avenue 34. Southbound Main Street at Washington Street 35. Westbound Edinger Avenue at Bristol Street WHEREAS, the City of Santa Ana is familiar with the terms, conditions, and limitations of the Project W Program and is willing and able to conform with each of the them; and WHEREAS, the City of Santa Ana wishes to accept any Project W Program grant funding that may be awarded to the City. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The City of Santa Ana, in support of its Project W Program grant applications to the OCTA, hereby requests that OCTA allocate funds in the amounts specified in the grant applications for the Program and further agrees to commit up to $35,000 as a local match for design funds. Section 2. The City of Santa Ana hereby agrees to, and by this resolution, does accept any Project W Program grant that is awarded to the City without further action of the City Council being required. Resolution No. 2018-X)0( Page 2 of 4 55A-4 imf 11/26/18 Section 3. The City of Santa Ana agrees to comply with each and all of the terms, conditions, and limitations imposed by the OCTA upon such grants. Section 4. The Executive Director of Public Works, or his or her designee, is authorized and directed to execute any agreements, assurances, or other documents, and take any actions as may be necessary to submit Project W Program grant applications and accept any such grants as may be required by the OCTA, if such grants are awarded to the City. Section 5. Contingent upon the award of any Project W Program grants, the annual budget of the City of Santa Ana is hereby amended by increasing revenues and expenditures in amounts equal to the grant funds awarded. Section 6. The receipt of any Project W Program grant funds and Implementation of corresponding grant projects are exempt from the California Environmental Quality Act under Class 1, Section 15301 (Existing Facilities) and Class 2, Section 15302 (Replacement or Reconstruction) of the State CEQA Guidelines. Section 7. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this _ day of 12018. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: %. John M. Funk Assistant City Attorney Miguel A. Pulido Mayor 55A-5 Resolution No. 207&XXX Page 3 of 4 jmf 11/26/18 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2018 - to be the original resolution adopted by the City Council of the City of Santa Ana on , 2018. Date: y Clerk of the Council City of Santa Ana Resoldon No. 2018-X)0( Page 4 of 4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE RESOLUTION TO ADOPT AND APPROVE FOR SUBMISSION THE 2017/18 MEASURE M2 YEAR-END EXPENDITURE REPORT TO CONTINUE RECEIVING COMPREHENSIVE TRANSPORTATION FUNDING PROGRAM FUNDS {STRATEGIC PLAN NO. 6, 1G} CITY *NAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution approving the Measure M2 Annual Expenditure Report for FY 2017/18, and authorize the Public Works Agency Executive Director to submit the report to the Orange County Transportation Authority, as required by Measure M2. DISCUSSION Adoption of the resolution approving the Measure M2 Annual Expenditure Report for FY 2017/18 will allow the City to continue receiving approximately $4 million in Measure M2 Fairshare funds each year, as well as to remain eligible for grant funding through the Measure M2 Comprehensive Transportation Funding Programs (CTFP). The CTFP represents a collection of competitive grant programs offered to local agencies to assist in funding street improvements, transit expansion, and environmental mitigation projects. The CTFP is comprised primarily of Measure M2 funds but can include state and/or federal funding sources. Each year local agencies are required to submit documentation to the Orange County Transportation Authority that includes the year-end expenditure report and a resolution approving the report. The expenditure report is a detailed financial document submitted by each jurisdiction and is used to track financial activity related to the Renewed Measure M2 and other improvement funds. The report accounts for receipt, interest earned, and use of Measure M2 and other funds. This report validates eligible use of funds and must be submitted within six months of the jurisdiction's fiscal year end. Adoption of the Measure M2 Annual Expenditure Report by Resolution (Exhibit 1) is a required reporting element. 5513-1 Resolution —Adoption of Measure M2 Year -End Expenditure Report December 18, 2018 Page 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). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Thereno fiscal impact associated with this action. A Fuad S.lSweiss, PE, PLS Executi a Director Public orks Agency FS/EWG/KN/HG Exhibit: 1. Resolution 55B-2 Jmf 11/28/18 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING AND APPROVING FOR SUBMISSION THE FY 2017/18 MEASURE M2 EXPENDITURE REPORT FOR THE CITY OF SANTA ANA 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. Orange County Local Transportation Authority Ordinance No. 3 requires local jurisdictions receiving Net Revenues as defined therein to adopt an annual Measure M2 Expenditure Report to account for Net Revenues, developer/traffic Impact fees, and funds expended by local jurisdictions which satisfy the Measure M2 Maintenance of Effort requirements. B. The Measure M2 Expenditure Report shall include all Net Revenue fund balances and interest earned, and identify expenditures by type (e.g., capital, operations, administration) and program or project. C. The Measure M2 Expenditure Report must be adopted and submitted to the Orange County Transportation Authority each year within six months of the end of the City's fiscal year for the City to be eligible to receive Net Revenues as part of Measure M2. Section 2. The City Council of the City of Santa Ana hereby finds that the FY 2017/18 Measure M2 Expenditure Report, attached hereto as Exhibit A, conforms with the Measure M2 Expenditure Report Template provided in the Renewed Measure M Eligibility Guidelines and accounts for Net Revenues, including interest earned, expenditures during the fiscal year, and balances at the end of fiscal year. Section 3. The City Council adopts the FY 2017/18 Measure M2 Expenditure Report, and directs the Executive Director of the Public Works Agency, or his or her designee, to submit the Expenditure Report to the Orange County Transportation Authority. Resdluft No. 2018 -XXX EXHIBIT 1 Page 1 of 2 55B-3 Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 18th day of December, 2018. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: ohn M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councllmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2018 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Resolullon No. 2018 -XXX Page 2 of 2 Clerk of the Council City of Santa Ana 55B-4 EXHIBIT A City of Santa Ana Schedule 1 M2 Expenditure Report Fiscal Year Ended June 30, 2018 Beginning and Ending Balances Description No Amount Interest Balances at Beginning of Fiscal Year A•M{Freeway Environmental Mitigation 1 $ Oµ Regional Capacity Program (RCP) _ -__ 2 $ „ . (4,671,265.00) $ v 164,259 P ;Regional Traffic Signal Synchronization Program (RTSSP) 3 $ (245,232.00) $ 8,286 ._-___._.,.. Q._'Lowl FalrShare _.-_ ... _._ _... . _.__ _ . _. _-_ .__ 4 $ 11,378 624 00 $ 187,413 RiHighFrequencyrMetrolinkService 5 $ $ - e .` 5 Transit Extensions to Metrolink 6 $ 29223000 $,_ 'Convert Metrolink Station(s) to Regional Gateways that T 7 $ fconnedOrangeCauntywith._H(gh-SpeedRailSystems_ _ _ ____u,-__.__.___._._._, $ .. O !Senior Mobility Program or Senior Non -Emergency Medical 8 $ 57,772.00 $ 183 !Pro ram V ,CommunlryBasedTransit/Circulators,___ W. ISafe Transit Stops . _..._..-_ ..w_, ..__10. .- X_.;Environmental Cleanup Program (Water Quality) $ (229,502.00) 1,639 !Other* _31 12 $ .$, $ Balances at Beginning of Fiscal Year 13 $ 6,490,970.00 $ 361,780 T Mon(es Made Available During Fiscal Year _ 14 _...._.__.r___ $ ___- 11,926 034.26 ._._..___.___. $ 69,240 Total„Monies Available (Sum Lines 13 &-1.4.),- ._,.__-___. ...., u iEx enditures During Fiscal Year 16 $ 21,957,857.46 Balances at End of Fiscal Year ,.; r- -; -.: • ,-. . _-_, ..,.,- , .,.-_ ,._ A-M(FreewayEnwronmentalMrtigation 17 $ $ _ _O_ Regional Capadty Program (RCP).. __._..__ _. _u...__.__.._... . _18.._, _5 ,_!11 926 497 15) $_, , _ _ 200,077 P ;Regional Traffic Signal Synchronization Program (RTSSP) 19 $ (457,713.81) $ 8,286 gLocal Fair Share ., ...,_.__ ....__...._.,.__.__ .._ _.... _ _20_.. _$ .. 9 526,266 04, _$„_ _ 220,775. R High Frequency Metrolink Service- -_ _ S_ Transit Extensions to Metrolink _ _ _21 _. 22292,230.00- ' _$ $_ , _$ T - T ;Convert Metrolink Station(s) to Regional Gateways that 23 $ $ :connect Orange County with High -Speed Rail Systems (Senior Mobility Program or Senior Non -Emergency Medical 1P ram 24 $ 84,722.34 $ 243 V,Community8asedTransit/Grculators 25.. $ _Safe Transit Stops .$ ...__.__.._.__ $. .._ (693438 94) W. .W ....___ ._ .._.... _ _ _ __.._-_. _.--___ X_ Environmental Cleanup Prograrg ater Qual(ty)� � __26..._ Z? 5.., __- (366 421.68) ._$___.__.._ ._.�..,. Other' 28 $ $ • Please provide a specific description 55B-5 City of Santa Ana M2 Expenditure Report Schedule 2 Fiscal Year Ended June 30, 2018 Sources and Uses Description Une Amount Interest No Revenues: A M Freeway Environmental Mitigation 1 $ - $ 0,_,.Regional $. _ -_ 5,074,523 $ 35,818 P^RegionalTrafficpgnalSynchromzationPro gram(RTS SP)` 3 $__ a $ _ - _ Q ?Local Fair Share _ _ 4 $ 4,726,596 $ 33,362 R!High Frequency Metrolink Service 5 $ $ S ?Transit Extensions to Metrolink 6. $ _..._. . $ - ;Convert Metrolink Station(s) to Regional Gateways that connect . , i 'Orange County with High -Speed Rail Systems 7 $ $ U,'Senlor Mobility Program or Senior Non Emergenry Medical Program. .__ 8 $ _. 195. 260 _ V lCommi.m Based Transit/Circulators _ __ _ __ 9 $ - $------ _ W !Safe Transit Stops 10 $ $ .. __..... % ,Envfronmen[al Cleanup ,Program (Water Quality) 11 $ 1,929,656 $ TOTAL REVENUES (Sum lines 1 to 12) 13 $ 11,926 034 $ 69,240 Expenditures: - A-M!Freeway Environmental Mitigation ^ 14 $ - $ _ _ O iRegional CapaatProgram f RCP), 15 $ 12,329,755 $ P ?Regional Traffic5lgnalSynchronaaGonProgram(RTSSP) _ 16m _$u 212,482 $ Q :Local Fair Share 17 $ _ 6,578,954 $ R ?High Frequency Metrolink Service 18 $ $ - S ;Transit Extensions to Metrolink 19 Convert Metrolink Station(s) to Regional Gateways that connect 20 $ $ _ ,Orange County with High3peed Rail Systems U ;Senior MobRity Program or Senor Non Emergency Medical Program_ 21 168 309 $ - _ V iCOmmunity Based Transit/Grculators 22 $ W lSafe Transit Stops 23 $ 601,782 $ - _ X ;Environmental Cleanup Program (Water Quality) 24 $ 066 576 $ w �u- i0ther• 25_ 5_.__._2._$ TOTAL EXPENDITURES (Sum lines 14 to 25) 26 $ 21,957,857 $ - iOTAL BALANCE (Subtract line 26 from 13) 27 $ (10,031,823) $ 69,240 • Please provide a specific description 55B-6 55B-7 Dag 5,53-- ,43{ !VIE Ml 11AI ji, i -E i ig, 1.2 !mini .4; THE Ell 55B-7 Dag 5,53-- City of Santa Ana Schedule 4 M2 Expenditure Report Fiscal Year Ended June 30, 2018 Local Fair Share Project List PROJECT NAME AMOUNT EXPENDED ALLEY IMPROVEMENT FY 16/17 147,977.44 ALLEY IMPROVEMNT PRGRM FY14-15 12,517.06 ALLEY IMPROVMNT PROGRM FY15/16 129,166.45 ALLEY IMPRV PROGRAM FY 17/18 9,434.18 Bike Lane Project Dev FYE 14 23,775.03 BIKE LANE PROJECT DEV FYE 18 15,850.02 BRISTOL ST CORR TRFF SIG SYNCH 20,947.53 BRISTOL ST PROTECTED LN EDGR4 21,685.67 CITYWIDE BIKE RACK & SARTC 1,630.70 CROSSWALK UPGRADES -VAR LOC 1,409.20 FAIRVIEW ST: SEGERSTROMTO NCL 724,941.27 FIRST ST BIKE LANE:N W HOPE-HRBR 25,629.08 FIRST ST REHAB: NEWHOPE-MAIN 489,726.47 GRND/GLSSEL/KRAEMR TRFC SGL SY 11,580.92 HARBOR CORRIDOR TRAFF SGN SYNC 12,024.42 HENINGER ELE SAFE ROUTES 2 SCH 41,243.39 LOCAL ST PREVENT MAINT FY17/18 89,005.89 LOCAL ST SLURRY SEAL FY17 959,547.63 PAVEMENT MANAGEMENT FY 16-17 125,571.63 PAVEMENT MANAGEMENT FY 17/18 181,721.51 PEDESTRIAN CONTDWN & ADA UPGRA (1,483.18) PROJECT DEVELOPMENT FY 17/18 116,058.30 PROJECT DEVELOPMENT FY16/17 28,070.72 RIGHT OF WAY MGMNT FY 17/18 91,848.96 TRAFFIC MANAGEMENT PLANS 11,686.75 TRAFFIC MANAGEMENT PLANS 16/17 9,915.25 TRAFFIC MANAGEMENT PLANS 17/18 6,704.75 TRAFFIC SGNL MOD @ 41NTRSCTNS 16,028.77 WARNER INDSTRL COMMNTY PAVEMNT 2,763,420.30 WARNER REHAB:WCL@SA RIVER-GRND 452,061-10 Westminster Ave/17 St Corr Trf 9,928.57 WESTMINSTER REHAB:CLINTON-FRVW 23,541.03 WESTMNSTER REHAB:HARBRT000NT 5,786.76 $ 6,578,953.57 55B-8 City of Santa Ana M2 Expenditure Report Fiscal Year Ended June 30, 2018 Signature Page I certify that the interest earned on Net Revenues allocated pursuant to the Ordinance shall be expended only for those purposes for which the Net Revenues were allocated and all the information attached herein is true and accurate to the best of my knowledge: . Kathryn Downs Z9 h Executive Director of Finance& Management Services dab (Print Name) Signature ,17 IY''������ 1� 55B-9 55B-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: ADOPT A RESOLUTION TO AMEND THE CLASSIFICATION AND COMPENSATION PLAN (STRATEGIC PLAN NO. 7,6) ��1W �T�YMANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 18t Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a Resolution that amends the City's Basic Classification and Compensation Plan to add three full-time job classification titles and provide an equity increase and title change for one full- time job classification title in the Human Resources Department. DISCUSSION On September 18, 2018, the City Council adopted a resolution approving the use of a Third Party Administrator to assume responsibility for the City's general liability and workers' compensation claims administration. This action has resulted in a re -characterization of the duties and responsibilities of staff assigned to these functions and will require reclassifications into new job titles for affected staff in the Human Resources Department. The Executive Director of Human Resources is proposing the creation of job classifications titled Risk Management Analyst (UC) and Human Resources Clerk (UC). These classification titles will better reflect the duties and responsibilities of staff formerly assigned to workers' compensation and general liability functions. The salary rate ranges for these two classifications are the same as assigned to the current staff; therefore, there will be no impact to the departmental budget. An additional change to the Human Resources Department's organizational structure, the creation of a new Administrative Management (AM) job classification, will result in the ability to provide services more effectively. This job classification will be titled Principal Human Resources Analyst (AM) and will plan the operation of systems, implement programs, and supervise staff for a functional area of the Human Resources Department. This job classification title will be added to the Classification and Compensation Plan but no positions will be funded at this time. 55C-1 Classification/Compensation Plan December 18, 2018 Page 2 Finally, the Executive Director of Human Resources is proposing an 8% increase and job title change for the classification Benefits and Compensation Supervisor (AM). The proposed new title is Benefits and Compensation Manager (AM), which more accurately reflects the position's level of responsibility and ranking within the Human Resource's Department organizational structure. This classification oversees a multi -function area of Human Resources comprised of both employee benefit and insurance programs as well as compensation and payroll -related responsibilities. This new job title will align the duties and responsibilities of the position to classification titles within the organization that have comparable levels of responsibility. The equity increase recommendation is based upon the findings of a compensation survey that analyzed internal equity among administrative management classifications. This survey determined that the compensation assigned to Benefits and Compensation Supervisor (AM) is below the rate assigned to comparable classifications in the City's structure, specifically Payroll Manager (AM). The proposed compensation increase will match the rate assigned to this comparable classification. 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 success and goals). FISCAL IMPACT The cost for the equity increase for the subject job classification is $4,818 for the remainder of the fiscal year,. Funds are budgeted and available in account number 08109053-61000 Salaries — Steven V.?Ilam Executive grector Human Resources Department APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs Executive Director Finance and Management Services Agency 55C-2 RESOLUTION NO. 2018 -XX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND RESOLUTION NO. 2015-026 TO EFFECT CERTAIN CHANGES TO THE CITY'S BASIC CLASSIFICATION AND COMPENSATION PLAN. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council hereby finds, determines and declares as follows: A. Section 1004, Article X of the City Charter of the City of Santa Ana requires the City Manager to prepare, install and maintain a position classification and pay plan Subject to civil service rules and regulations and the approval of the City Council. B. On June 16, 2015, the City Council adopted Resolution No. 2015-026 amending and re-establishing the Basic Classification and Compensation Plan for all Full -Time and Part -Time Classifications of Officers and Employees of the City of Santa Ana. C. It is the City's practice to assign job titles that reflect the duties and responsibilities of the classification and are consistent with other classifications within the Citys organizational structure as well as comparable job titles in the labor market, while maintaining internal pay .equity relationships and attracting and retaining qualified candidates. D. The Human Resources Department has completed a review of the City's organizational structure, classification titles, and staffing which revealed the need to effect certain changes to the City's basic classification and compensation plans. E. The City Council has amended and reestablished the Basic Classification and Compensation Plan on numerous occasions since adoption. F. It is now desired to amend Council Resolution No. 2015-026, as amended, in order to effect these changes, as shown below: Section 2: The Santa Ana City Council amends Resolution No. 2015-026, Exhibit "E" as follows: Resolution 2018 -XXX Page 1 of 3 55C-3 A. Adding a full time classification title at the monthly five-step salary rate range indicated: 5 -Step Salary Rate Range Effective 09/01/17 Monthly Salary Classification Title SSR Minimum -Maximum Principal Human Resources Analyst (AM) AM -737 $8256-$10037 B. Changing the following full time classification titles at the monthly five-step salary rate range indicated: 5 -Step Salary Rate Range Effective 09/01/17 Monthly Sala Classification Title SSR Minimum -Maximum FROM: Benefits and Compensation Supervisor (AM) AM -734 $8138-$9893 TO: Benefits and Compensation Manager (AM) AM -750 $8798-$10696 Section 3: The Santa. Ana City Council amends Resolution No. 2015-026, Exhibit `B" as follows: A. Adding the following full time classification titles at the monthly six -step salary rate range indicated: 6 -Step Salary Rate Range Effective 09/01/17 Monthly Salary Classification Title SSR Minimum -Maximum Risk Management Analyst (UC) 652 $5453-$6959 Human Resources Clerk (UC) 571 $3669-$4684 Section 4: All salary rate range classifications are set forth in the City's "Salary Schedule" as periodically updated. Section 5: That except as amended by this Resolution, all other provisions of Resolution No. 2015-026 shall remain in full force and effect Section 6: This Resolution is operative from and after the date upon which it is adopted. Resolution 2018 -XXX Page 2 of 3 55C-4 ADOPTED this this day of December 18, 2018. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Laura A. Rossini Senior Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2018- to be the original Resolution adopted by the City Council of the City of Santa Ana on December 18, 2018 Date: Resolution 2018 -XXX Page 3 of 3 55C-5 Clerk of the Council City of Santa Ana 55C-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: 18, 2018 TITLE: ADOPT A RESOLUTION TO ESTABLISH A PILOT PROGRAM FOR THE LIMITED USE OF ELECTRIC SCOOTERS IN SANTA ANA {STRATEGIC PLAN NOS. 3.1, 5.2} CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ►p\»Ci0P/=1If ❑ As Recommended ❑ As Amended ❑ Ordinance on V Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution authorizing a pilot program to allow the limited use of electric scooters within the City of Santa Ana, including authorization to adopt and periodically amend, rules and regulations governing the operation of electric scooter sharing systems, for the period beginning December 19, 2018, through March 31, 2019, the timeframe allows for public and business community feedback and to collect use data, which will inform future policy guideline formulation for potential ordinance revisions related to electric scooter use. 2. Approve an appropriation adjustment recognizing Fiscal Year 2018-19 shared -use electric scooter permit fees in the estimated amount of up to $1,296.48 into the Residential Street Improvement -Miscellaneous Receipts account and appropriating the same to the Residential Street Improvement -Reserve Appropriation expenditure account. DISCUSSION Mobility needs in highly urbanized areas are suitable for newer transportation methods which reduce dependence on one -passenger and large individual -use motor vehicles. Starting in 2017, a number of companies have launched shared active transportation programs consisting of small vehicles, such as bikeshare and electric scooters. These operators deploy small vehicles in the public right-of-way and customers gain access the operator's small vehicle network for a fee using a smartphone mobile application. At the end of the trip, the small vehicle user may park the device, either in predetermined areas or on the sidewalk, where it will remain parked free from obstructing or impeding passage to pedestrians. The devices could be allowed to be parked at their destination even if there are no designated parking racks. The ability to end a trip and park absent a parking rack is often referred to as "dockless." This mobility mode allows users to travel without contributing to motor vehicle congestion. Multiple operators have approached staff asking for permission to deploy the scooter devices in the City. This modern mobility mode combines active transportation with mobile application technology, and it presents an opportunity to encourage active transportation, reduce vehicle miles travelled and greenhouse gases, and enhance first -last mile access to local transit systems. 55D-1 Pilot Program for Shared -Use Electric Scooters December 18, 2018 Page 2 The micro -mobility and its technology are new and not yet recognized by the Santa Ana Municipal Code (SAMC). The SAMC defines electric scooters as "motorized skateboards" and thereby does not distinguish alternative scooter uses. The SAMC, therefore, does not generally allow scooters in any public roadway. The California Vehicle Code also prohibits use of electric scooters in public sidewalks. Staff is recommending the Shared -use Electric Scooter pilot program be allowed to give staff time to develop policies for future Council consideration. The pilot program would be authorized by adoption of a Resolution (Exhibit 1) which would establish a trial period to allow the testing and limited use of electric scooters. The purpose of the pilot program is to gain public and business community feedback and collect use data,from permittees. The information will allow analysis and policy formulation for potential revisions to the existing ordinance, which currently prohibits the use of electric scooters. Feedback will be obtained in a variety of ways such as a staff developed surrey and outreach to businesses and the public so that we may monitor the program and incorporate suggestions to improve the micro -mobility program. The pilot program permit will be for Citywide use, which would allow the scooter users flexibility to develop natural connection points within the City. Staff anticipates the use data will show points of interest and mobility nodes which would organically develop, and where the micro mobility niche could prove most beneficial. Therefore, staff recommends the permit use limits coincide with the City boundary. Draft permit conditions (Exhibit 2) have been developed based on research of best practices developed by other urbanized communities and input from Orange County Transportation Authority. The pilot programs could be initiated as soon as December 19, 2018 and run through March 31, 2019. Staff anticipates issuing two permits, but no more than four. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #1 (implement a comprehensive Economic Development strategy to ensure that Santa Ana is a City with a vibrant business climate that is accessible, user-friendly and welcoming to all residents and visitors), and Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #2 (expand opportunities for conservation and environmental sustainability). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The City will receive $324.12 for each permit issued. The requested Appropriation Adjustment will recognize estimated Fiscal Year 2018-19 shared -use electric scooter permit fee revenue of up to $1,296.48 into the Residential Street Improvement -Miscellaneous Receipts account (No. 05817002-57991) and appropriating the same to the Residential Street Improvement -Reserve Appropriation expenditure account (No. 05817660-69011). 55D-2 Pilot Program for Shared -Use Electric Scooters December 18, 2018 Page 2 Q APPROVED AS TO FUNDS AND ACCOUNTS: Fuad S. SW, eiss, PE, PLS Kathryn Downs, CPA lY Executive'IjYT��'irector Executive Director Public Wo s Agency Finance and Management Services Agency FSS/EWG/TH Exhibits: 1. Resolution 2. Permit Conditions 55D-3 55D-4 Exhibit 1 RESOLUTION NO.2018-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING A PILOT PROGRAM TO ALLOW THE LIMITED USE OF ELECTRIC SCOOTERS TO GAIN PUBLIC AND BUSINESS COMMUNITY FEEDBACK AND COLLECT USE DATA WHICH WILL ALLOW POLICY GUIDELINE FORMULATION FOR POTENTIAL REVISIONS RELATED TO ELECTRIC SCOOTER USE jmf 12/10/18 WHEREAS, the City of Santa Ana seeks to implement a pilot program to permit the interim operation of shared -use electric scooters for use by Santa Ana residents, workers, and visitors on a short-term basis; and WHEREAS, several electric -scooter sharing systems have expressed an interest to operate in the public rights-of-way in the City of Santa Ana; and WHEREAS, these dockless mobility units have become increasingly popular in dense urban areas such as Washington, D.C., Los Angeles, San Francisco, and Santa Monica, offering a convenient and low-cost mode of local transportation; and WHEREAS, other advantages of shared -use electric scooters Include reduction of short -length car trips and expanded reach of public transportation systems by filling the "last mile" in transit; and WHEREAS, by permitting under a pilot program, the City will be able to manage these shared mobility systems in a manner that respects the interests of all users of the public rights-of-way and mitigates any threats to the public health and safety; and WHEREAS, through permitting under a pilot program, the City will be able to evaluate the feasibility of any permanent program, build good working partnerships with shared mobility service providers, gain public and business community feedback, and collect and evaluate use data which would allow policy formulation for potential revisions to the existing ordinance. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The City Manager, or his designee, is hereby authorized to adopt, and from time to time amend, the rules and regulations governing the interim operation of electric scooter sharing systems within the City of Santa Ana, attached as Exhibit A. Section 2. The pilot program authorized by this resolution shall terminate upon the earlierof March 31, 2019, orthe adoption of an ordinance by the City Council regulating shared -use electric scooter systems. Resolution No. 2018-)00( Page 1 of 2 5501-5 jmf12110/18 Section 3. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this _ day of 2018. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: ohn M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2018 - to be the original resolution adopted by the City Council of the City of Santa Ana on .2018. Date: Clerk of the Council City of Santa Ana 55D-6 Resoldon No. 2018-)00C Page 2 of 2 Permit Guidelines Shared Mobility Devices/Units— Electric Scooters Scooters are the primary devices to be tested during the pilot program; bikes/others will also be considered in a revised Ordinance A. Electric Scooters/Skateboards are being recognized as a modern wave of inner-city mobility o Currently, SAMC prohibits motorized skateboards (device also described as scooters) on sidewalks in the central business district. o SAMC prohibits skateboard or motorized skateboard (motorized scooters) in any roadway (term is defined in the CVC), or in any bicycle lane, path or trail in the City, whether or not such bicycle lane, path, or trail is within a roadway. o CVC defines scooters and provides guidelines on their use in public roadways B. Mobility needs in highly congested areas are ripe for newer transportation methods which reduce dependence on one passenger and large individual use motor vehicles. Congestion also impacts the dependence on public roadways to park vehicles. C. Create a pilot program to allow the testing and limited use of electric scooters. The pilot program's purpose is to gain public and business community feedback and partner with electric scooter providers to collect use data which will allow analysis and policy guideline formulation for potential revisions to the existing ordinance which currently prohibit the use of electric scooters. D. At first glance, it appears best to allow the electric scooter users the flexibility to develop natural connection points in the City. We anticipate the use data will at show points of interest mobility nodes which organically occur, and where the micro mobility niche could prove most beneficial. Therefore, the use limits should coincide with the City boundary. E. The pilot programs could be initiated as soon as December 18, 2018 and run for approximately 90 days thru March 31, 2019. F. System Operator Requirements: o System operators shall share use data (consistent with privacy laws/best practices) in a format that can be used by the City. If the sharing of use data cannot be legally compelled, the City will accept use data which the users allow voluntarily. For example, a City -accessible Application Programming Interface (API) that provides the data outlined within, and meets the specification of, the City of Los Angeles Mobility Data Specification (Mobility Data Specification) http://github.com/CltvOfLosAngeles/mobilitv-data-specification o System operators shall restrict devices from leaving the City of Santa Ana through geo-fencing or other methodologies and prohibiting users from ending a trip within geo-fenced areas. o Devices must be equipped with on -board GPS unit or equivalent that can report location at any time for purposes of use, recovery, repair, and data collection. o Monthly maintenance reporting including date of report, taken out of service date, and date returned to fleet o Monthly geocoded use data reporting as well as incident/crash data. o Rebalancing plan submitted with the permit application, employ local staff and ensure high demand nodes are properly served. o Remove devices from restricted areas within 3 -hours of notification. o Address misplaced or parked scooters that are blocking sidewalks or roadways within 3 -hours of notification. 0 30 -day termination notice. o Outreach plan including serving low-income neighborhoods. Page 1 of yir27 o Offer reduced rates for income qualifying customers. o Rates must be clearly and understandably communicated to user prior to use of a unit. o Offer options for cash only patrons and users without access to a smart phone device. o Spanish and Vietnamese smartphone applications must be available within 30 -days of program start. o Safety education campaigns/programs targeting users and motorists. o Shared Mobility Devices must be equipped with brakes, a front light and rear/side reflectors. o Each permitted operator shall be required to have a fleet of at least 100 scooters units during the pilot program's trial period. o The City and system operators recognize there is a natural number of scooter units which will result from market driven demand. However, to encourage a level playing field and to place a cap on the total number of scooters operating during the pilot program trial period, the limit on each system operator shall be 500 scooter units. o The operator shall coordinate with the city staff to develop a small vehicle parking rack development plan to address high demand areas based on use data. o The system operator shall ensure that the device users are aware that electric scooter and other small vehicles are prohibited from parking in all areas listed in the "Device User Guidelines." o Operator shall require customers to photograph the small vehicle when a ride is terminated to document appropriate placement. Operator shall monitor these photos to ensure compliance and consider financial disincentives of customers that do not comply. o Scooters shall not be within the public right of way overnight. Operators shall drop off their scooters in the morning and pick up in the evening. o Each unit shall prominently display the name of the system operator and its current customer service phone number, and offer website app interface available 24/7. o Each unit will be controlled to not exceed 15 mph. o As part of this pilot, operators shall investigate and test technologies to control unit speeds in Downtown Santa Ana not to exceed 10 mph. o Each unit must be reflectorized to ensure the device is visible at night o Each unit must be able to securely stand upright when parked o Operator must be able to remotely disable the use of a unit if necessary o Operator must require users to wear protective headwear as required by the California Vehicle Code o Scooters and/or related equipment found non-compliant with the conditions herein established and which will become requirements of the pilot program permit shall be found in violation of Santa Ana Municipal Code Section Sec. 10-100. - Prohibition of obstructive matter in the public right-of-way, and such violation will lead to confiscation of Scooters and/or related equipment, and furthermore each scooter or piece of equipment confiscated shall receive a fine of $100, payable to the City prior to release of such scooter or piece of equipment confiscated. G. Device User Guidelines: o A trip may not end within an geo-fenced area, including but not limited to outside of the city limits. o Electric scooters may only be used in roadways where bicycles are allowed anywhere in the City, but not on sidewalks anywhere in the City. o All users, regardless of age, must possess a driver's license or instruction permit and wear a helmet while operating an electric scooter o All users, regardless of age, shall be required to use helmets o Each scooter shall be limited to one rider per device (the device user) o Each scooter user shall be required to dock the device when it is not in use in an area where it causes no obstruction on a sidewalk, requiring a minimum of 5 feet of clearance for pedestrian travel, or on the roadway where there is parking designation for bicycles. o Operation of a motorized scooter upon the sidewalk is prohibited. Page 2 of 3 5961b o No person shall operate a motorized scooter at a speed in excess of 15 miles per hour (CVC 22411). o Operation of a motorized scooter on a highway with a speed limit in greater than 25 miles per hour is prohibited unless operated within a Class II (on -street) bicycle lane. o The electric scooter users shall not park the device within or adjacent to the following areas: - Transit stop loading areas - Loading zones - Red curb zones - Driveways - Entryways and exits, including fire exits - Wheelchair ramps - Street corners - Private property - Disabled parking zones - Additional areas as hereafter determined H. Permitting, Insurance, Indemnification — Providers will be required to obtain an encroachment permit through the Public Works Agency. In addition to agreeing to Guidelines described above, Permittee will be required to comply with standard encroachment permit requirements, including: o Obtain City Business License o Maintain commercial general liability insurance with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate, worker's compensation with limits not less than $1,000,000 per accident, business automobile insurance with a combined single limit of not less than $1,000,000 per occurrence, and umbrella coverage; City must be named as an Additional Insured and provided evidence thereof. o Provide all contact information, including 24-hour emergency contact o Pay applicable permit issuance, plan check and any staff cost recovery fees o Provide a performance bond of minimum $5,000 or $25 per scooter unit (whichever is greater). The performance bond will be to guarantee payment of potential penalties related to use violations describe herein above, and to cover costs of incidental repairs to infrastructure damaged by incidences involving the electric scoters. o Agree to Indemnify/Hold Harmless City o Include a waiver/assumption of risk in favor of City In any rental terms and conditions between Operator and User. o Execute the permit and provide evidence proving authority to execute the permit. Page 3 of 3 M2 9 55D-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE THE BUDGET CALENDAR FOR FISCAL YEAR 2019-2020 (STRATEGIC PLAN NO, 4, 1) RECOMMENDED ACTION Approve the Budget Calendar for Fiscal Year 2019-2020. 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 Under the direction and leadership of the City Manager, a Budget Calendar ("Calendar") has been developed by the Finance & Management Services Agency -Budget Office. The Calendar is submitted for Council consideration in order to comply with the City's adopted Strategic Plan, Sunshine Ordinance and to serve as an informative and guiding tool to provide a successful and transparent budget process. The current Calendar provides a framework of tasks and key dates for the City Council, the community and City staff as outlined in the following key areas: Financial Updates and Projections On February 5th, 2019, City staff will present a FY 2018-19 Mid -Year Budget Review to the City Council. The intent is to provide a financial update on the current fiscal year and provide a preliminary year-end projection to guide planning and discussion in preparation for the development of the FY 2019-20 City Budget. On May 7th, 2019, staff will present a General Fund Trial Budget ("Trial Budget") and Capital Improvement Program ("CIP") for FY 2019-20. This will allow staff to present to the City Council a preliminary General Fund Budget as well as the CIP for review. Additionally, staff will present a 31 Quarter General Fund update and a General Fund Five -Year Forecast. Communication and Civic Engagement Internal communication and civic engagement is an imperative part of the budget process. As such, the Finance Department has held an initial internal meeting in December and will continue to meet with various departments throughout the budget process. The purpose of these meetings is to provide budget information that will enable departments to develop their operating budgets and to complete tasks related to the upcoming budget year. 65A-1 Approve the Budget Calendar for Fiscal Year 2019-2020 December 18, 2018 Page 2 The Budget Office also conducted a Community Budget Meeting during both October and November 2018, which provided an overview of the FY 18-19 City Budget, CIP, and a review and corresponding update of the Five Year Strategic Plan. During the meeting, community members asked questions, provided feedback, and comments to be used for future budget presentations. As we begin the budget process, transparency and community engagement are the priorities for the Budget Office. Five community meetings are scheduled to be held during March and April 2019. As part of these meetings, staff will present a mid -year budget review and provide an opportunity to gather community priorities in preparation for the development of the City's operating budget. In addition, the Planning Commission is also scheduled to host a review of the FY 19-20 CIP. The upcoming year CIP will be presented by the Public Works Agency and provide an additional opportunity for community members to provide relevant feedback. During March 2019, the City Manager and the Budget Team will meet with City Departments to review proposed organizational and budget requests along with any proposed new and/or modified fees. Additionally, the City Manager will conduct one-on-one meetings with the City Council to review the Trial Budget and CIP and to discuss any proposed changes and. recommendations to be utilized during the budget development of the FY 19-20 City Budget. Furthermore, the public will have additional opportunities for community engagement. The Proposed FY 19-20 City Budget and CIP will be presented at a Work Study Session scheduled for the May 21St City Council Meeting. The Proposed Budget provides an opportunity to view all the various operating budgets, proposed workforce changes, proposed miscellaneous fees and CIP developed through community, department and City Council feedback. Lastly, the City Council will hold a public hearing (first reading) during June 4th, 2019 in which community members may comment on the City Manager's proposed budget. At the conclusion of the public hearing, City Council may make revisions to the proposed budget, which is scheduled to be adopted (second reading) during the June 18th, 2019 City Council Meeting. The Calendar commences December 18th, 2018 and ends with the adoption of the fiscal year 2019-20 Budget tentatively scheduled for June 18th, 2019. Approval of the Calendar promotes public awareness, transparency, and community engagement while ensuring that the FY 2019-20 City Budget and Capital Improvement Program are successfully implemented. 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). FISCAL IMPACT No fiscal impact associated with this action. A(X Kathryn Do ns Executive Director Finance and Management Services Agency Exhibit: 1. FY 2019-2020 Budget CaleHA-2 Date Exhibit I CITY OF SANTA ANA Fiscal Year 2019-2020 Budget Calendar Action December 4, 2018 Presentation: First Quarter Update FY 18-19 Step 1. December 18, 2018 Approve Budget Calendar for FY 19-20 A Preliminary Calendar February 5, 2019 Presentation of Mid -Year Budget Review (2nd Quarter Update) Step 2. Preliminary : FY 2018-19 Budget Status March/April 2019 Engaging Community at Budget Meetings Step 3. 2nd week of Meeting with City Departments and Budget Team e City Departments and March 2019 • Community Budget Presentations: • Meetings May 7, 2019 • Preliminary FY 18-19 Budget Status (3rd Quarter Update) • General Fund 1 Year Forecast (FY 19-20) and 4 Year ; Step 4. Projections * Trial Budget for • City Manager's General Fund Trial Budget FY 2019-20 • Preliminary Capital Improvement Program (CIP) : : Step S. May 2019 Presentation: : Proposed FY 2019-20 EDIBT: City Manager's Proposed FY 19-20 Budget * Budget/CIP • EDIBTand City Council Work Study Sessions: : City Council May 21, 2019 City Manager's Proposed FY 19-20 Budget : Work Study Session Includes CIP, Miscellaneous Fees, and Personnel Resolution June 4, 2019 Tentative Budget/CIP Ordinance, approve Miscellaneous Fees • • Step 6. Public Hearings and Personnel Resolution : Step 7. June 18, 2019 Final Budget/CIP Ordinance Adoption Second Reading and Adoption July 1, 2019 Start of the New Fiscal YearlipStep 8. Begin New Fiscal Year 65A-3 65A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE THE ANNUAL CALENDAR OF REGULAR CITY COUNCIL MEETINGS FOR 2019 (STRATEGIC PLAN NO. 5, 1) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Review calendar of regularly scheduled City Council Meetings in 2019. 2. Cancel the regularly scheduled City Council meeting scheduled for January 1, 2019, due to New Year's Day holiday. 3. At the pleasure of the City Council and in keeping with past practice, select a meeting date in July and/or August and cancel. 4. Direct staff to post Notice of Cancellation (s). The City Council hereby waives notice of said meetings as required by the government code. DISCUSSION Consistent with past practice, the City Council has cancelled the first meeting of the year and a meeting during the summer months. The City Council may consider cancelling any of the meetings in July or August (July 2 and/or 16 and August 6 and/or 20) as directed and approved by council majority. If the City Council cancels any regularly scheduled meeting, they will resume consideration of agenda items at their next regular scheduled meeting. The City Council reserves the right to cancel any other meetings and notify the public as legally required. The 2019 Master Calendar and agendas for all regular and special meetings will be posted on the City's website at: hfps://www.santa-ana.org/cc/city-meetings. City Council Meetings are typically held in the Council Chamber, 22 Civic Center Plaza, Santa Ana and Council Committee meetings at City Hall, Ross Annex, Room 1600, Santa Ana or as otherwise noted on the agenda. 6513-1 2019 Regularly Scheduled Meetings December 18, 2018 Page 2 STRATEGIC PLAN Approval of this agreement allows us to meet Goal #5. Community Health, Livability, Engagement & Sustainability, Objective #1, (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this item. Maria D. Huizar Clerk of the Council Exhibits: 1. List of Scheduled Meetings in 2019 2. Calendar of City Council Meetings 65B-2 EXHIBIT 1 LIST OF SCHEDULED MEETINGS IN 2019 Tuesday, January 1, 2019 (Holiday - New Years Day) Tuesday, January 15, 2019 Tuesday, February 5, 2019 Tuesday, February 19, 2019 Tuesday, March 5, 2019 Tuesday, March 19, 2019 Tuesday, April 2, 2019 Tuesday, April 16, 2019 Tuesday, May 7, 2019 Tuesday, May 21, 2019 Tuesday, June 4, 2019 Tuesday, June 18, 2019 Tuesday, July 2, 2019 Tuesday, July 16, 2019 Tuesday, August 6, 2019 Tuesday, August 20, 2019 Tuesday, September 3, 2019 Tuesday, September 17, 2019 Tuesday, October 1, 2019 Tuesday, October 15, 2019 Tuesday, November 5, 2019 Tuesday, November 19, 2019 Tuesday, December 3, 2019 Tuesday, December 17, 2019 L• Lt m I 0) f, EXHIBIT 2 n Y� n Y mN N m N N �i N N m o2 10 `p N ..,. N N (V C1 r EXHIBIT 2 L; �, € i 0 S $ n Y� n Y mN N m N N Nw N N m o2 10 `p N ..,. N N (V C1 r 8 b x Y m N N P N W ((VV 0- N N L; �, € i 0 S $ m N Nw o m o2 N N (V C1 r Y m N N P N W O 3 _ > N < d N Y m N m n N = N N o N jaQ� tt�Ol tt�0 U U U t L; �, € i 0 S $ m N Nw o m o2 N r Y m N N P N W jaQ� tt�Ol tt�0 U U U t y y m N Ri w n0 Q G C U U p d 17 N ry n Y N N n Y N N V 1'° O N N o„ L; �, € i 0 S $ REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: BIENNIAL REVIEW AND APPOINTMENT OF REGIONAL BOARD REPRESENTATIVES {STRATEGIC PLAN NO. 5, 1} CITY M`kNAGER ti RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: r_1:W:ZyggW ❑ As Recommended ❑ As Amended ❑ Ordinance on 131 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Review the regional board appointment list and appoint members and alternates to serve as representatives to various outside agencies through December 2020 (or specific term where noted); and, 2. Adopt a resolution designating and appointing a representative to the Orange County Fire Authority's Board of Directors, if necessary; and, 3. Direct the Clerk of the Council to update and post the Fair Political Practices Commission (FPPC) Form 806 (Agency Report of Public Official Appointments) on the City's website. DISCUSSION The Mayor and City Council represent the City's interest in regional issues by serving on a. number of regional boards which make public policy decisions in the areas of transportation, water resources, fire services, and government facilities. The City Council reviews regional board appointees on an annual basis and can make necessary changes. Attached is a list of current representatives, meeting dates, compensation and other pertinent information on each board (Exhibit 1). For discussion purposes, the following is a list of regional boards and appointing authority. ■ Metropolitan Water District: The Metropolitan Water District of Southern California is a regional wholesaler that delivers water to 26 member public agencies — 14 cities, 11 municipal water districts, one county water authority — which in turn provides water to more than 19 million people in Los Angeles, Orange, Riverside, San Bernardino, San Diego and Ventura counties. Metropolitan is governed by a 38 -member board of directors who represent 65C-1 Annual Review and Appointment of Regional Board Representatives December 18, 2018 Page 2 of 2 their respective member agencies ensuring each member agency is part of the governance of Metropolitan. A board member is appointed by the majority of the City Council (member does not have to be elected official). ■ Newport Bay Watershed Executive Committee: The Newport Bay Watershed Executive Committee (Executive Committee is the successor to the Upper Newport Bay Sediment Control Executive Committee established through a cooperative agreement in the early 1980s. The Executive Committee was formed by amendment of the cooperative agreement in 1999, and now includes in its interests the impairments of Newport Bay caused by nutrients, toxics, and pathogens in addition to sediment, as well as related environmental enhancements. Members of the Executive Committee are elected, appointed, or executive level, managers, with one member from each of the signatories to the agreement (the Countyl, member, however, represents both the County and the Orange County Flood Control District). The Executive Committee provides strategic direction for environmental enhancement programs in the watershed, advocacy of these programs to the elected/appointed boards of the member organizations, and a forum for discussion of watershed environmental issues. Current representative is Executive Director of Public Works, Fuad Sweiss. ■ Orange County Fire Authority (OCFA): The Orange County Fire Authority Board of Directors has twenty-five members and sets policy according to its adopted Rules of Procedures. Twenty-three of the members represent partner cities, and two members represent the county unincorporated area. A board member is appointed by the majority of the City Council. Selection must be authorized by resolution. Current representative Juan Villegas has expressed an interest in continuing in this capacity. ■ Orange County Sanitation District (OCSD) Board: The Orange County Sanitation District is a wastewater treatment facility that serves Orange County, California. It consists of two operating plants, referred to as Plant No. 1 located in Fountain Valley and Plant No. 2 located in Huntington Beach. It is the third largest wastewater treatment facility west of the Mississippi River. OCSD and the Orange County Water District were awarded the Stockholm Industry Water Award in 2008 for pioneering work to develop with Trojan Technologies the Groundwater Replenishment System, the world's largest water purification plant for groundwater recharge. A board member and alternate are appointed by the majority of the City Council. 65C-2 Annual Review and Appointment of Regional Board Representatives December 18, 2018 Page 2 of 2 ■ Orange County Vector Control: The Orange County Vector Control Board is an independent special district dedicated to controlling rats, mosquitoes, and other disease carrying and public health pests. Activities also include surveillance of vectors and vector-borne diseases, public education services and identification of public health pests. Each Trustee is appointed by the city they represent to serve a two or four-year term. Current representative, Cecilia Aguinaga, was appointed to a term that will expire on January 6, 2020. Representative may only be removed for cause; letter from agency is attached as exhibit 4. ■ Orange County Water District: The Orange County Water District manages, replenishes and protects the Orange County Groundwater Basin—Orange County's largest source of drinking water. The 270 -square -mile basin provides approximately 75 percent of the water supply to more than 2.5 million residents in north and central Orange County. The District's boundaries are highlighted on the map below, which also illustrates which OCWD director serves a given community. A 10 -member board of directors governs the District and implements policies that foster sound management of the basin, as well as support the advancement of OCWD's mission to provide an adequate, reliable, high-quality water supply at the lowest reasonable cost in an environmentally responsible manner. Seven board members are elected and three are appointed by Anaheim, Fullerton and Santa Ana city councils. Current representative Vicente Sarmiento is serving as Chair of the Board and has expressed an interest in continuing to serve in this capacity. ■ Southern California Association of Governments (SCAG) District #16: An association representing six (6) counties (Imperial, Los Angeles, Orange, Riverside, San Bernardino and Ventura) that works to develop regional plans for transportation, growth management, housing development, air quality and other issues of regional significance. A board member and alternate is appointed by the majority of the City Council. ■ Transportation System Improvement Authorities - Orange & Tustin (TSTA): Formed in 1990, City of Santa Ana approved a joint authority with the Cities of Orange and Tustin to improve areas of mutual interests. A board member and alternate are appointed by the majority of the City Council for each of the two (2) Authorities. 65C-3 Annual Review and Appointment of Regional Board Representatives December 18, 2018 Page 2 of 2 Transportation Corridor Agencies (TCA) — Foothill/Eastern: Joint Powers Authority formed in 1986 to design, finance, construct and operate the three Orange County toll roads. The Agency is in the process of merging all toll roads under the direction of one board. A board member and alternate are appointed by the majority of the City Council. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this action � D. Maria D. Huizar Clerk of the Council Exhibits: 1. List of Current Regional Board Members 2. Resolution for OCFA Appointment 3. Letter from Orange County Water District regarding Appointee 4. Letter from Orange County Vector Control District 65C-4 CITY OF SANTA ANA 2018-20 REGIONAL BOARD MEMBERS EXHIBIT 1 Revised 12/612018 65C-5 ' CURRENT F POSIT �x COMPENSATION / TERM h B ARD s MEMBER ., ON ,, ,* MEETiINGS .._ REMUNERATION EXPIRES j Board Mtgs 2nd Tues of Metropolitan Water Michele Rep mo. @ 12:30 with Cmte Mileage reimbursement District Board (MWD) Martinez mtgs at 8 a.m.; Cmte from MWD Mt s 4th Tues all da Fuad Quarterly the 31 Newport Bay Watershed Sweiss , Wednesday from 1:30 - Executive Committee Executive Rep 3:00 at Irvine Ranch None Director of Water District, 15600 Public Sand Canyon Ave, Works Irvine, 92618 OC Sanitation District * David Alt. Meets once a month on $212.50/Mtg. Max Benavides the 4th Wed. at 6 p.m. 6/Mo. Plus mileage * Meets once a month on $212.50/Mtg. Max OC Sanitation District Sal Tinajero Rep. the 4th Wednesday at 6 6/Mo. Plus mileage p.m. OC Vector Control Cecilia Meets on 3rd Thursday at District A ulna a Rep 3 pm. $100/Mtg. 1/20/2020 3rd Thursday of the Orange County Council David month from 10:30 a.m. to of Governments Board Benavides Alt. 12:00 p.m. at the OCTA of Directors (OCCOG) * Headquarters in Conference Room Orange County Council Michele Meets once a month on of Governments Board Martinez Rep' the 4th Thurs. at 11 a.m. None of Directors OCCOG * Orange County Fire * Juan Rep. Every Month at 6:30 p.m. Eve $100 per mtg.; Requires AuthorityOFCA Ville as max $300 Resolution 1st & 3rd Wednesday at $221.12/ Day Rep.* 5:30 p.m., 18700 Ward•Appointed Orange County Water Vicente Max 10 mtgs./Mo. District Sarmiento St., Fountain Valley, CA Plus mileage 12/6/2016 — Committees at various $0.50 times / dates S.A./ Orange T.S.I.A. Alt. As needed. None S.A./ Orange T.S.I.A. Vicente Rep. As needed. None Sarmiento S.A./ Tustin T.S.I.A. Alt. Meets quarterly, 4th None Thurs. at 4 p.m. S.A./ Tustin T.S.I.A. Vicente Rep Meets quarterly, 4th None Sarmiento Thurs. at 4 p.m. Southern California Michele District 16 - Meets 1st $120/Mtg. Max Association of Martinez Rep. Thursday of each month, 6/Mo. Plus mileage Governments SCAG * 10 a.m. —1:30 p.m. from City Hall $120/Mtg. Max Transportation Corridor Vicente Alt. Meets on the 2nd 6/Mo.; Ad Hoc Agencies (TCA) * Sarmiento Thursday at 9:30 am Cmts $120 plus Mileage $120/Mtg. Max Transportation Corridor Michele Rep' Meets on the 2nd 6/Mo.; Ad Hoc Agencies (TCA) * Martinez Thursday at 9:30 am Cmts $120 plus Mileage EXHIBIT 1 Revised 12/612018 65C-5 65C-6 RESOLUTION NO. 2018-xxxx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA, REPEALING RESOLUTION NO. 2017-006 AND DESIGNATING AND APPOINTING ITS REPRESENTATIVE TO THE ORANGE COUNTY FIRE AUTHORITY'S BOARD OF DIRECTORS WHEREAS, the City, as a "member" of the Orange County Fire Authority Joint Powers Authority (JPA) is entitled to appoint a representative director ("Director") to the Orange County Fire Authority's Board of Directors; and, WHEREAS, each member agency, by resolution of its governing body, shall designate and appoint one representative to act as its Director on the Authority Board of Directors, except the County whose Board of Supervisors shall appoint a representative to act as its Directors; and, WHEREAS, the Director shall be a current elected member of the governing body; and, WHEREAS, the Director shall hold office until the selection of a successor by the appointing body; and, WHEREAS, the Director is to serve at the pleasure of his or her appointing body and may be removed at any time, with or without cause, at the sole discretion of that appointing body; and, WHEREAS, any vacancy shall be filled in the same manner as the original appointment of a Director. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Santa Ana, California, does hereby: 1. Repeal Resolution No. 2017-006 in its entirety and 2. Designate and appoint as a Director to the Orange County Fire Authority Board of Directors. PASSED, APPROVED, AND ADOPTED this day of 2018. Miguel A. Pulido, Mayor EXHIBIT 2 Resolution No. 2018-xxx 65C-7 Page 1 of 2 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2018-XXXX to be the original resolution adopted by the City Council of the City of Santa Ana on December 18, 2018. Date: Clerk of the Council, City of Santa Ana Resolution No. 2018-xxx Page 2 of 2 65C-8 RENIS R. BILOOEAU, P.E. SHAWNOEWANE CATHY GREEN OINA NGUYEN VICENTE SARMIENTO STEPHEN R.SHELDON TRI TA JAMES VANDERBILT BRUCE WHITAKER ROGER C. YOH, P.E. November 14, 2018 Mayor Miguel Pulido City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 xFe'R}tQtiti`'�' ®RANGE COUNTY WATER DISTRICT ORANGE COUNTY'S GROUNDWATER AUTHORITY President OENIS R. BILOOEAU, P.E. First Vice President . VACANT Second Vice President SHAWN DEWANE General Manager MICHAEL R. MARKUS, P.E., O.WRE RE: Santa Ana's 2019 Appointee to the Orange County Water District Board of Directors Dear Mayor Pulido: As you are aware, the Orange County Water District (OCWD; the District) currently supplies 77% of north and central Orange County's water supplies. As the city of Santa Ana prepares to appoint/reappoint a representative to serve on the OCWD Board of Directors, I wanted to make you aware of the following time commitment and skills involved in holding a position on the board. • Attend board meetings (there are 2 board meetings per month, plus special meetings as needed; attendance is at members' discretion) • Attend committee meetings (there are approximately 6 to 7 committee meetings per month; attendance is at members' discretion) • Serve as a chair to a committee (as appointed) • Attend ad hoc committees (as appointed and as needed) • Read board and committee packets (board packets are approximately 300 pages each; committee packets are approximately 100 pages each) • Review and approve reports, including, but not.limited to: o CEQA documents o Annual Budget o Annual Groundwater Replenishment System Report o Comprehensive Annual Financial Report (CAFR) o Annual Engineers Report on groundwater basin conditions o Monthly Groundwater Resources Report • Participate in tours/meetings with local, state, federal, and/or international elected officials and policy makers and groups from your city (as needed; at members' discretion; OCWD conducts approximately 200 tours annually) • Give presentations to local groups and at conferences (as needed; at members' discretion; OCWD provides approximately 140 offsite presentations annually) • Attend water industry conferences and relevant meetings (as needed; at members' discretion) • Attend District sponsored events (at members' discretion), such as: Mayor Miguel Pulido November 14, 2018 Page Two of Two o Monthly Water Advisory Committee of Orange County (monthly) o OC Water Summit (annual) o OC Children's Water Education Festival (annual) o Groundbreakings, dedications and press conferences (as needed) • Participate in legislative advocacy meetings in Sacramento and Washington, D.C. (as needed) • Provide media interviews (as needed) • Ability to easily grasp and/or have a deep interest to learn very technical and scientific terms and concepts in a fast -paced environment • Awareness/understanding of state and national water issues In addition to the aforementioned tasks and skills, I wanted to make you aware of some current projects that are in progress and are very technical in nature. The design of the Groundwater Replenishment System Final Expansion (a $292 million project) • North Basin and South Basin Groundwater Clean Up Projects • The Huntington Beach Poseidon Resources Ocean Desalination Project It is an honor to serve on the OCWD Board of Directors as the District is forward -thinking and has built award-winning, cutting-edge facilities that are setting the bar on effective and efficient groundwater basin management. This success is a result of the hard work and dedication of its staff and board members: The District appreciates board members who can invest the time and energy to continue this tradition. We look forward to working with the city of Santa Ana's appointee in the coming year. If you have any questions, please do not hesitate to contact me or Mike Markus, General Manager, at (714) 378-3305 or mmarkus@ocwd.com. Sincerely, 65C-10 Denis R. Bilodeau President 65C-10 'BOARD OFbICERS FOR 2018 PRESIDENT LUCILLE KRING VICE-PRESIDENT CHERYLBROTHERS SECRETARY SHARI L. HORNE DISTRICT MANAGER RICHARD HOWARD CLERK OF THE BOARD TAWNIA E. PETT 13001 GARDEN GROVE BOULEVARD GARDEN GROVE, CA 92843-2102 PHONES: (714) 971-2421 (949) 654-2421 FAX: (714) 971-3940 ocvcdfd.ocvector.oro ocvector.org facebook.com/ocvectomontrol twitter.comfocvector BOARD OF TRUSTEES -2818 Santa Ana City Council November 6, 2018 ALSO VIEJO term of office. Please contact me, or District Manager Rick Howard, if you have any PHILLIP B. TSUNODA City of Santa Ana ANAHEIM LUCILLE KRING 20 Civic Center Plaza BREA Sincerel CEC LIA Santa Ana, CA 92702 BUENAIPA KUPP MICHAEL DAVIS COSTA MESA SENIS Dear Mayor and Council Members: y CYPRESSRESS PAULO MORALES Tawma Pett DANA POINT RICHARD VICZOREK As you know, Ms. Cecilia Aguinaga is the representative for the City of Santa Ana on FOUNTAIN VALLEY CHERYLBROTHERS the Orange County Mosquito and Vector Control District Board of Trustees. FULLERTON EXHIBIT 4 JENNIFER FITZGERALD cc: Ms. Cecilia Aguinaga GARDEN GROVE STEPHANIE KLOPFENSTEIN Ms. Aguinaga was appointed by the City of Santa Ana to serve on the Board of Trustees HUNTINGTON BEACH mission of the Orange County Mosquicio1 C. ntrol District is to provide the citizens of MIKE POSEY until January 6, 2020 at 11:59 A.M. Since her term of office will not expire for one IRVINE LYNN SCHOTT - it will not be necessary for the City of Santa Ana to take any action this for LA year, year appointment of a representative to the Board of Trustees. LAPAMES MAGOMEZ MARSHALL GOODMAN LAGUNASEACH ROBERT ZUR SCHMIEDE Ms. Aguinaga was appointed to a two-year term of office (Section 2024 of the Health LAGUNA HILLS LARRY WOODRUFF and Safety Code) and cannot be replaced except for cause. LAGUNA NIGUEL JOHN MARK JENNINGS LAGUNA SHARIL.OWOODS NE Section 2024. (a) Except as provided in Section 2023, the term of office for LAKEFOREST HO TZCLAW a member of the board of trustees shall be for a term of two or four at Los OBER OS years, O the discretion of the appointing authority. Terms MI ON VIHIR of office commence at noon ROBERT ROBERTPORT on the first Mondayin Janua ry' EACH NE EACH SCOTT PEOTTER (b) Any vacancy in the office of a member appointed to a board of trustees ORANGE MICHAEL PLACENTIA ALVAREZ shall be filled pursuant to Section 1779 of the Government Code. Any person CRAIG GREEN RANCHO SANTA MARGARITA appointed to fill a vacant office shall fill the balance of the unexpired term. APRIL JOSEPHSON SAN CLEMENTE JUAN C "STRAN "° SAN JUAN CAPISTRANO Notification will be sent to the City Council when Ms. Aguinaga has completed her PAM SANTATTERSONANA term of office. Please contact me, or District Manager Rick Howard, if you have any CECILIAAGUINAGA SEAL BEACH questions. SANDRA MASSA-LAVITT STANTON ALETHANS Sincerel ST , LETITIA CLARK VILLA PARK BILL NELSON W WESTMM INSTER SERGIO CONTRERAS YORBA LINDA Tawma Pett PEGGY HUANG COUNTY OF ORANGE Executive Assistant/Clerk of the Board LILLY SIMMERING tep EXHIBIT 4 cc: Ms. Cecilia Aguinaga "An Independent Special D' i'� ange County Since 1947" The mission of the Orange County Mosquicio1 C. ntrol District is to provide the citizens of Orange County with the highest level of protection from vectors and vector-borne diseases. 65C-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: PUBLIC HEARING REGARDING THE ADOPTION OF A RESOLUTION WITH CORRECTIONS TO THE ADOPTED MISCELLANEOUS FEES FOR DEVELOPMENT PROJECT REVIEW FEES FOR FISCAL YEAR 2018-2019 (STRATEGIC PLAN NO. 4,2A) r— CI MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution to correct certain published miscellaneous fees as adopted within the "Planning and Building Agency - Development Project Review" section of the adopted Fiscal Year 2018-2019 Schedule of Uniform Fees for Miscellaneous Services. DISCUSSION The City Council adopted the Fiscal Year 2018-2019 (FY 18-19) City's Miscellaneous Fee (Exhibit 1) on June 19, 2018. During a recent review of the adopted fees, staff discovered that certain fees published within the miscellaneous fee schedule for development project review for FY 18-19 did not reflect the approved Consumers Price Index (CPI) increase equaling to 3.88 percent as authorized in City Council Resolution No 2018-040 (Exhibit 2). The adopted FY 18-19 miscellaneous fee schedule contains calculation errors and only reflects an increase of approximately 0.99 percent for certain fees on the schedule instead of the 3.88 percent as authorized by the City Council. Table 1 below outlines the differences between the adopted schedule and the proposed amended amounts to reflect the correct increase based on the approved percentage rate of 3.88 percent. 75A-1 Amend Development Project Review Fees in the FY18-19 Misc. Fee Resolution December 18, 2018 Page 2 Table 1: Adopted Miscellaneous Fee Schedule with Incorrect Prices and Proposed Adjustments SQ.FT. RANGE FY 17-18 Misc. Fee for Additional SF ($/SF) FY 18-19 Adapted Misc. Fee (Incorrect) FY 18-19 Misc. Fee Increase Based on 3.88%CPI Increase amount Per SF Difference 0-999 $ 5.51 $ 5.55 $5.72 $-0.17 1,000 -1,999 $4.06 $ 4.09 $4.22 $-0.13 2,000-4,499 $2.30 $2.32 $2.39 $-0.07 4,500-9,999 $1.31 $1.32 $1.36 $-0.04 10,000 -19,999 $0.72 $0.73 $0.75 $-0.02 20,000-49,999 $0.27 $0.27 $0.28 $-0.01 50,000-99,999 $0.14 $0.15 $0.15 Correct 100,000+ $.0.07 $0.08 $0.07 $0.01 Upon approval, staff will apply the new corrected fees on a going -forward basis for new development project review applications. STRATEGIC PLAN ALIGNMENT Approval of the action allows the City to meet Goal #4 - City Financial Stability, Objective #2, (provide a reliable five year financial forecast that ensures financial stability in accordance with the strategic plan, Strategy A (adopt a budget that is in alignment with the financial forecast and strategic plan). FISCAL IMPACT The purpose of the proposed amendment is to apply the correct fee amount reflecting the 3.88 percent CPI increase authorized by the City Council for the FY 18-19 Miscellaneous Fees for Development Review. If no action is taken to address the calculation errors, the City will not be collecting the full fee amount authorized for FY 18-19. The proposed fee changes shall take effect immediately upon the Resolution adoption by the City Council to amend certain miscellaneous fees contained within the adopted FY 18-19 Schedule of Uniform Fees for Miscellaneous Services and revenues collected will be deposited into the Site Plan Review Charge (Account No. 01116002-53616). O Minh Thai Executive Director Planning and Building Agency SM:fg S:RFCA11248-18 APPROVED AS TO FUNDS AND ACCOUNTS: IK Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibits: 1. Miscellaneous Fee Resolution - Development Review Fee 2. Resolution 2018-040 3. Amended Resolution 75A-2 RESOLUTION 2018.040 REVENUE FY 18.19 ACCOUNT DEPARTMENT/MISCELLANEOUS FEE OR SERVICE UNIT FEES SECTION VIII PLANNING & BUILDING AGENCY 53613 Sign Permit Review Fee 510.03 53613 Planned Sign Program Review Fee 574.81 53606 Regional Planned Sign Program Fee 5,709.33 53613 Sign Program Amendment Fee 50% App. Fee 53606 Site Plan Review (Public Hearing) Fee 4,217.49 53606 Specific Development Zone Fee (No Additional Dwelling Unit Fee) Fee 16,913.25 53613 Temporary Sign Permit Fee 166.34 53613 Temporary Trailer Permit Fee 637.94 57770 Subdivision Ordinance Each City's Cost 53616 Development Project Review (Site Plan Review) S.F. RANGE BASE COST ADDITIONAL SQUARE FOOTAGE 4,678.18 plus [5.55 x sq. footage above 1 sq. ft.] 4,678.18 1,000 -1,999 s.f..... 5,736.15 plus [4.09 x sq.. footage above 1,000 sq. ft.] 5,736.15 2,000 - 4,499 s.f..... 9,966.71 plus [2.32 x sq. footage above 2,000 sq. ft.] 9,966.71 4,500 - 9,999.......... 15,982.96 plus [1.32 x sq. footage above 4,500 sq. ft.] 15,982.96 10,000 - 19,999 ...... 23,516.86 plus [0.73 x sq, footage above 10,000 sq. ft.] 23,516.86 20,000 - 49,999..... 31,052.11 plus [0.27 x sq. footage above 20,000 sq. ft.] 31,052.11 50,000 - 99,999...... 39,106.05 plus [0.15 x sq. footage above 50,000 sq. ft.] 39,106.05 100,000+ s.f............ 46,872.29 plus [0.08 x sq. footage above 100,000 sq. ft.) 46,872.29 53606 Tract Map Tentative Filing Fee Fee 4,980.30 Plus Each Lot Fee 19.60 Plus Each Dwelling Unit Fee 19.60 53606 Underground Utilities Waiver Flat Filing Fee Fee 517.34 57770 Zoning Ordinance Booklets Per Booklet City's Cost 53606 Variance Filing Fee Fee 5,538.35 Condition Modification Fee 50% App. Fee EXHIBIT 1 75A&3 75A-4 I LS 6.5.18 RESOLUTION NO. 2018-040 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ESTABLISHING A UNIFORM SCHEDULE OF MISCELLANEOUS FEES FOR FISCAL YEAR 2018-2019 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council hereby, finds, determines and declares as follows: A. Each year, for the convenience of the public, the City Council gathers in a single document a comprehensive listing of fees and service charges imposed by the City upon those persons seeking services of value from the City. B. This document is known as the "Miscellaneous Fee Schedule" for Fiscal Year 2018-2019 and is on file at the Clerk of the Council office, and incorporated by this reference. C. As part of approving the Miscellaneous Fee Schedule for Fiscal Year 2018-2019, the various agencies of the City have analyzed the cost to administer the various programs, activities and applications for which the City imposes fees or service charges. D. In certain circumstances, agencies have determined that the cost to the City to process or undertake the services set forth in the Miscellaneous Fee Schedule has increased over the prior fiscal year by approximately 3.88%, so that certain proposed fees for Fiscal Year 2018-2019 have been increased by this percentage, or by this amount rounded. This percentage reflects the change in the Consumer Price Index -All Urban Consumers Component for the Los Angeles -Riverside -Orange County area (CPi) in a twelve-month period ending December 31, 2017. E. The Council finds that the cost of providing the services set forth in the Miscellaneous Fee Schedule has risen by 3.88% and that this reflects the cost of administering certain programs, activities or applications for which the City levies charges, fees or service charges. Such 3.88% increase does not exceed the City's estimated reasonable cost to provide the pertinent service, process the specified application or administer the certain program for which the charge, fee or service charge is imposed. Similarly, in a few limited circumstances, agencies have determined that the fee should be deleted; new charges should be added or modified; or, existing charges raised beyond this 3.88%. Such charges are listed In the 'Proposed New Miscellaneous Fees' and 'Proposal to Modify Existing Fees', attached to the staff report submitted for this matter and made a part hereof by this reference. EXHIBIT 2 95 75A-5 Resolution NoP ge i of 3 F. In order to have a single comprehensive document for Fiscal Year 2018- 2019, the majority of fees which are unchanged have simply been reprinted in the Miscellaneous Fee Schedule. The Council expressly states that it is not its intention to repeal previously adopted fees and adopt new fees of exactly the same amount, but is simply repeating these fees so that the Miscellaneous Fee Schedule can continue to be a comprehensive source of City fees and service charges. G. In each of these cases, the Council finds, determines and declares that such new or increased charges, fees or service charges do not exceed the City's estimated reasonable cost to provide the pertinent service, process the specified application or administer the certain program for which the charge, fee or service charge is imposed. H. Based upon the testimony, reports and other evidence submitted on this matter, this City Council makes the above-specified findings. Section 2: The Miscellaneous Fee Schedule for Fiscal Year 2018-2019 is hereby adopted. Each fee or service charge set forth shall be levied until further resolution of this Council. Section 3: To the extent that any fee or service charge established pursuant to City Resolution No. 2017-025 is Inconsistent with the fees or service charges established pursuant to this Resolution, then said Resolution No. 2017-025 is hereby repealed. Section 4: If any charge, fee, service charge, section, subsection, sentence, clause, phrase or word of this Resolution is for any reason held to be invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Resolution. The City Council hereby declares that it would have passed and adopted this Resolution, and each and all provisions hereof, Irrespective of the fact that one or more provisions may be declared invalid. Section 5: This Resolution shall be operative from and after July 1, 2018. Resolution No. 2018-040 Page 2 of 3 7GA-6 ADOPTED this 19th day of June, 2018, APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers LS 6.5.18 Pulido, Sarmiento, Solorio, Tinaiero, WI -le -gas (5) None (0) None (0) NOT PRESENT: Councilmembers Benavides, Martinez (2) CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, Resolution No. 2018-040 to be the original City of Santa Ana on June 19, 2018. Date: &."66 do hereby attest to and certify the attached resolution adopted by the City Council of the Maria Huizar''/ Clerk of the Council City of Santa Ana 2018-040 977 5A-7 Resolution N Page 3 of 3 75A-8 Table 1: Adopted Miscellaneous Fee Schedule with Incorrect Prices per Square Foot Proposed Current Increase (Incorrect) based on FY Misc. Fee 3.88% CPI FY 17/18 2018/19 Increase Increase PROPOSED ADDITIONAL S.F. RANGE BASE COST BASE COST amount amount .SQUARE FOOTAGE Difference plus [5.72 x sq. footage 0-999 $4,503.45 $4,678.18 $ 5.55 $5.72 above 1 sq. ft.] $-0.17 1,000-1,999 plus [4.22 x sq. footage s.f....... $5,521.90 $5,736.15 $ 4.09 $4.22 above 1,000 sq. ft.] $-0.13 2,000 - 4,499 plus [2.39 x sq. footage s.f...... $9,594.44 $9,966.71 1 $ 2.32 $2.39 above 2,000 sq. ft.] $-0.07 4,500- plus [1.36 x sq. footage 9,999......... $15,385.98 $15,982.96 $1.32 $1.36 above 4,500 sq. ft.] $-0.04 10,000- plus [0.75 x sq. footage 19,999....... $22,638.49 $23,516.86 $0.73 $0.75 above 10,000 sq. ft.] $-0.02 20,000- plus [0.28 x sq. footage 49,999...... $29,892.29 $31,052.11 $0.27 $0.28 above 20,000 sq. ft.] $-0.01 50,000- plus 10.15 x sq. footage 99,999...... $37,645.41 $39,106.05 $0.15 1 $0.15 above 50,000 sq. ft.] Correct 100,000+ plus [0.08 x sq. footage s.f............. $45,121.57 $46,872.29 $0.08 $0.07 above 100,000 sq. ft.] $0.01 17►111:11.1111 l 75A-9 75A-10 LS 12.18.18 RESOLUTION NO. 2018-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA MODIFYING THE UNIFORM SCHEDULE OF MISCELLANEOUS FEES FOR DEVELOPMENT PROJECT REVIEW FEES FOR FISCAL YEAR 2018-2019 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council hereby, finds, determines and declares as follows: A. Each year, for the convenience of the public, the City Council gathers in a single document a comprehensive listing of fees and service charges imposed by the City upon those persons seeking services of value from the City. B. This document is known as the "Miscellaneous Fee Schedule' for Fiscal Year 2018-2019 and is on file at the Clerk of the Council office, and incorporated by this reference. C. As part of approving the Miscellaneous Fee Schedule for Fiscal Year 2018-2019, the various agencies of the City analyzed the cost to administer the various programs, activities and applications for which the City imposes fees or service charges. D. The City Council adopted the City's Miscellaneous Fee Resolution on June 19, 2018. During a recent review of the adopted fees, staff discovered that certain fees published within the Miscellaneous Fee Schedule for development project review for FY 18-19 did not reflect the approved Consumers Price Index (CPI) increase equaling 3.88 percent as authorized in City Council Resolution No 2018-040. E. The adopted FY 18-19 Miscellaneous Fee Schedule contains calculation errors and only reflects an increase of approximately 0.99 percent for certain fees on the Schedule instead of the 3.88 percent as authorized by the City Council. Table 1 below outlines the differences between the adopted and published Schedule and the proposed amended amounts to reflect the correct increase based on the approved percentage rate of 3.88 percent. F. The Council finds, determines and declares that such corrected charges, fees or service charges do not exceed the City's estimated reasonable cost to provide the pertinent service, process the specified application or administer the certain program for which the charge, fee or service charge is imposed. G. Based upon the testimony, reports and other evidence submitted on this matter, this City Council makes the above-specified findings. 143:11.1110 Resolution No. 2018-xx 75A-11 Page 1 of 4 LS 12.18.18 Section 2: The Miscellaneous Fee Schedule for Fiscal Year 2018-2019 shall be amended with respect to the Planning and Building Development Project Review fees as reflected on Table 1, attached hereto and incorporated herein by reference. Upon approval, staff will apply the new corrected fees on a going -forward basis for new development project review applications. Section 3: To the extent that any fee or service charge established pursuant to City Resolution No. 2018-040 is inconsistent with the fees or service charges established pursuant to this Resolution, such inconsistencies in Resolution No. 2018- 040 are hereby repealed. Section 4: If any charge, fee, service charge, section, subsection, sentence, clause, phrase or word of this Resolution is for any reason held to be invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Resolution. The City Council hereby declares that it would have passed and adopted this Resolution, and each and all provisions hereof, irrespective of the fact that one or more provisions may be declared invalid. Section 5. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this _ day of APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney 2018. Miguel A. Pulido Mayor 75A-12 Resolution No. 2018-xx Page 2 of 4 LS 12.18.18 AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2018-xx to be the original resolution adopted by the City Council of the City of Santa Ana on 2018. Date: Clerk of the Council City of Santa Ana Resolution No. 2018-xx 75A-1 3 Page 3 of 4 LS 12.18.18 Table 1: Adopted Miscellaneous Fee Schedule with Incorrect Prices and Proposed . Adjustmerits d. SQ.FT, FY 17-18 Misc. Fee FY 18-19 FY 18-19 Misc Fee Increase.-:, ' 'Per SF RANGE Additional SF Adopted Misc Based on 3.88% CPI ` D i fference ($/S F) Fee (Incorrect) Increase amount 0-999 $ 5.51 $ 5.55 $5.72 $-0.17 1,000- $4.06 $ 4.09 $4.22 $-0.13 1,999 2,000- $2,30 $ 2.32 $2.39 $-0.07 4,499 4,500- $1.31 $1.32 $1.36 $-0.04 9,999 10,000- $0.72 $0.73 $0.75 $-0.02 19,999 20,000- $0.27 $0.27 $0.28 $-0.01 49,999 50,000- $0.14 $0.15 $0.15 Correct 99,999 100,000+ $.0.07 $0.08 $0.07 $0.01 Resolution No. 2018-xx 75A-14 Page 4 of 4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: PUBLIC HEARING — 2019 DOWNTOWN BUSINESS IMPROVEMENT DISTRICT ASSESSMENT (STRATEGIC PLAN NO. 3,417) CITY 114NAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 7� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Conduct a public hearing to consider all protests regarding the intention to levy an assessment for 2019 for the Downtown Santa Ana Business Improvement District. 2. Review any written protests filed prior to the close of the public hearing and determine whether they constitute a majority protest. 3. If the Council determines that no valid majority protest was lodged, adopt a resolution confirming the Assessment Report and levying the assessment for 2019. DISCUSSION On November 20, 2018, the City Council approved the 2019 Assessment Report and budget for the Downtown Santa Ana Business Improvement District (BID). Additionally, the City Council adopted a resolution of Intention to Levy the 2019 assessment pursuant to California Streets and Highways Code section 35600 et seq. and scheduled the public hearing to consider protests to, this action for its regular meeting of December 18, 2018. Business owners affected by the 2019 annual BID assessment may present written and/or oral protests during this public hearing. If written protests are received from business owners within the Downtown Santa Ana Business Improvement District, which will pay 50 percent or more of the proposed assessments and the protests are not withdrawn so as to reduce the number to less than 50 percent, the Council will be precluded from taking any action to levy the 2019 assessment. The Intent to Levy BID Assessment List (Exhibit 1) provides a listing of businesses within the BID and the weighted protest value. Any written protests filed and not withdrawn must be reviewed to determine if they meet certain qualifications; this review will include a comparison of names and business owners with official City records. If it is determined that less than a majority protest is filed, the adoption of the subject 7513-1 PH — 2019 BID Assessment December 18, 2018 Page 2 resolution (Exhibit 2) will confirm the 2019 Assessment Report (Exhibit 3) for the BID and levy the assessments for 2019. The 2019 Assessment Report contains the basis and method of levying the assessment, estimated activities and budgets from the two business associations - the Santa Ana Business Council and Downtown Inc., and a map of the BID boundaries. BACKGROUND On February 6, 1984, the City Council adopted Ordinance No. NS -1715 pursuant to state law, creating a Business Improvement District (BID) in Downtown Santa Ana. The BID was established as a means of providing the Downtown business community with the funding to promote events and create promotional materials, increase the security presence, enhance maintenance of the downtown shopping corridors, and implement streetscape improvements to the area. The BID is funded through an additional charge on the business license tax for those businesses within the BID boundary. The City Council activated the current BID on July 1, 2013. To administer the activities of the BID, the City executed operating agreements with Downtown Inc. and the Santa Ana Business Council in an effort to address the needs of the two business associations. Each organization receives approximately $100,000 (collected from the business license tax fee assessed to all businesses within the BID boundary) per calendar year (January through December) and may carry over unspent funds into the next year. If the BID is successfully renewed, each organization will receive an additional allocation of approximately $100,000 in 2019. In FY2017-18, the BID, through the efforts of Downtown Inc. and the Santa Ana Business Council, accomplished several successful events and promotions that drew thousands of visitors to Downtown Santa Ana. These events and promotions included: First Saturday Artwalk, Savor Santa Ana, Boca De Oro Literary Festival, Santa Ana Media Summit, Outdoor Cinnema Series, Santa Ana Sidewalk Sales (monthly), and the Downtown Santa Ana newsletter. Both organizations also maintain social media accounts with over 60,000 active followers. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #3 (Economic Development), Objective 4 (Continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment destination), Strategy F (Partner with downtown business and merchant associations to program events that showcase restaurants, shopping and entertainment venues). FISCAL IMPACT There is no direct fiscal impact associated with this action. The City collects the BID revenue from businesses within the BID boundary and distributes funding to each organization, in accordance with approved operating agreements. Revenues will be deposited equally in the BID Trust and Agency Fund for Downtown Inc. and Santa Ana Business Council in account (nos. 09301001- 75B-2 PH — 2019 BID Assessment December 18, 2018 Page 3 24036 and 09301001-24043) respectively, and distributions to each organization will be made from the same accounts. Steven A. Mendoza Executive Director Community Development Agency APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Jo Executive Director Finance and Management Services Agency Exhibits: 1. Intent to Levy BID Assessment List 2. Resolution 3. 2019 Assessment Report a) Attachment A - Business Improvement District Boundary b) Attachment B - 2019 Annual Assessment Formula c) Attachment C - Proposed Budget Summary 75B-3 75B-4 DATA AS OF 11/3012018 Intent t0 Levy BID Assessment List EXHIBIT 1 Weighted Protest Value Number Business Name Business Address BID Area BID Eligible I% of 10M Total) 1 767 AUTO LEASING LLC 120 E IST ST Yes Yes 0.082044% 2 PEP BOYS, THE-MANNY/MOE/JACK 120 E IST ST UNIT#A Yes Yes 0.798821% 3 PEP BOYS, THE-MANNY/MOE/JACK 120 E 15T ST UNIT#B Yes Yes 0.283828% 4 SANTA ANA EXPRESS CAR WASH 2O2 E IST ST Yes Yes 0.497069% 5 N U N EZ AUTO REPAIR 219 E IST ST Yes Yes 0.11752391. 6 ABBA AUTOMOTIVE, LLC 224 E IST ST Yes Yes 0.154479% 7 PURPLE PEN UM BRA LLC 224 E 1ST ST Yes Yes 0.018201% 8 MCDONALD'S USA LLC 301 E IST ST Yes Yes 0.050538% 9 MCDONALDS RESTAURANT 301 E IST ST Yes Yes 1.080432% 10 SAINTS SOCCER CLUB (SANTA ANA HS GIRLS SOCCER) 301 E IST ST Yes Yes 0.082044% 11 DOWNTOWN GLASS 302 E IST ST Yes Yes 0.075022% 12 G 5 C PRESTON, LLC 302 E 15T ST Yes Yes 0.017277% 13 SPORT PLUS 307 E IST ST Yes Yes 0.243360% 14 ROIC SANTA ANA, LLC (301, 307, 407, 419, 423, 431) 307 E 1ST ST Yes Yes 0.176192% is T -MOBILE FINANCIAL LLC 307 E 15T ST UNIT# IE Yes Yes 0.073729% 16 T -MOBILE LEASING LLC 307 E 1ST ST UNIT# lE Yes Yes 0.073729% 17 T -MOBILE WEST LLC 307 E 1ST Sr UNIT#1E Yes Yes 0.073729% 18 T -MOBILE 307 E IST ST UNIT# IE Yes Yes 0.073729% 19 JUGOS ACAPULCO WITH WINGS 307 E 1ST ST UNIT#A Yes Yes 0.633624% 20 KALI BOTANICA IATINA 312 E IST ST Yes Yes 0.069479% 21 TELEMAXTV 314 E1ST ST Yes Yes 0.088696% 22 FOOD 4 LESS 382 315 E 1ST ST Yes Yes 5.531878% 23 ECOATM, LLC 315 E 1STST Yes Yes 0.0162615 24 ACE AUTO CARE. LLC 401 E1ST ST Yes Yes 0.049153% 25 PROCESSING CENTER OF ORANGE COUNTY/VIGO 407 E 1ST ST UNIT#2E Yes Yes 0.107544% 26 ILLUSION SANTA ANA 407 E IST ST UNIT#2F Yes Yes 0.136925% 27 TACO BELL #3434 411 E15T ST Yes Yes 0.607570% 28 MARSHALLS 91220 419 E1STST Yes Yes 1.419695% 29 PRONTO PIZZA 200 W IST ST UNIT#104 Yes Yes 0.10643657 30 VENUS REPAIR 200 W 1ST ST UNIT#106 Yes Yes 0.082044% 31 PROFESSIONAL SERVICES CENTER 210W IST ST Yes Yes 0.057653% 32 MOHALE, MICHA 210 W 1ST ST Yes Yes 0.046288% 33 GONZALEZALFTO INSURANCE SVCS 210W IST ST Yes Yes 0.104957% 34 BROADWAY FAMILY DENTISTRY 210W 15T ST Yes Yes 0.090175% 35 NUTRICION TOTAL 230 W 1ST ST UNIT#107 Yes Yes 0.1563277 36 OMALEXA'S BEAUTY SALON 210 W 15T ST UNIT# 108 Yes Yes 0.070957% 37 SUPREM E BEAUTY SALON 219 W IST ST UNIT#108 Yes Yes 0.056544% 38 ANTOJ ROS CLEMENTE 210 W 15T ST UNIT#111 Yes Yes 0.16686091. 39 COMERCIAL NUTRITION MEXICANA 230 W IST ST UNIT#112-11 Yes Yes 0.073729% 40 BEAUTY G LAM ACAD EMY 210 W 1ST ST UNIT#212 Yes Yes 0.091283% 41 OASIS SPA 210W 15T Sr UNIT#213 Yes Yes 0.051740% 42 TU CENTRO MOBILE 120W 1ST ST UNIT#101 Yes Yes 0.174621% 43 CLINICA MEDICA MICHOACAN 220 W IST ST UNIT#102 Yes Yes 0.106436% 44 828 PHO 220 W 15T 5T UNIT# 103 Yes Yes 0.216752% 45 BROADWAY ARCO/AFGHANI FAMILY 302W IST ST Yes Yes 0.9505295 46 HALL, TOM (101 S BIRCH ST) 310 W 15T ST Yes Yes 0.008685% 47 CASTELLON, ALFREDO 312W 1ST ST Yes Yes 0.0299355 48 SANTA ANA SENIOR HOUSING LP 401 W 1ST ST Yes Yes 0.208436% 49 MOHAMMAD, MOBIN& SINGH, DAVINDER 601W 1STST UNIT#F301 Yes Yes 0.006190% 50 1-R CLEANING 601 W 1ST ST UNIT#F104 Yes Yes 0.038065% 51 GONZALEZ, ALFONSO & ALICIA 601 W 1ST ST UNIT#F30S Yes Yes 0.006190% 52 TEKCHANDANI, NARAIN 601 W IST ST UNIT#F201 Yes Yes 0.006190% 53 WU, HONG 601 W 1ST ST UNIT#F204 Yes Yes 0.006190% 54 GUPTA, SUNEET 611 W IST ST UNIT#113 Yes Yes 0.006190% 55 KIM BERLY AN N E LIC 611 W IST ST UNIT#E102 Yes Yes 0.006190% 56 CIAO, U Q (AI09/E1D3) 611 W 1ST ST UNIT# E103 Yes Yes 0.0061907 57 SADEGHI, MITNA&AAIAM 611 W 1ST ST UNIT#E202 Yes Yes 0.006190% 58 ANDRA, KISHOREV 611 W 1ST ST UNIT# E203 Yes Yes 0.006190% 59 WU. HONG 611 W IST ST UNIT# E204 Yes Yes 0.006190% 60 GAO, QUANYIN & YANG, ZUIRONG 621 W 1ST ST UNIT# D302 Yes Yes 0.006190% 61 GO PRINTING AND SHIPPING CENTER 104 W 2ND 5T Yes Yes 0.088696% 62 RUNNING WITH SCISSORS HAIR STUD IO 106 W 2ND ST Yes Yes 0.116414% 63 NOVELIP 191 W 2ND ST Yes Yes 0.082044% 64 LAY'S CATERI NG, INC. 207 W 2ND ST IN IT# A Yes Yes 0.224328% 65 C A ELKS LODGE N 0794 207 W 2ND ST UNIT#B Yes Yes 0.312100% 66 LOLA GASPAR 211W 2ND ST Yes Yes 0.073729% 67 SIMPLY NOTARY 300 W 2ND ST UNIT# 488 Yes Yes 0.037696% 68 THE COURTAT ARTISTS VILLAGE 301 W 2ND ST Yes Yes 0.204375 69 SVT ADVISORY SERVICES/ VIRTUAL TAX CONSULTANTS 301 W 2ND ST UNIT#212 Yes Yes 0.068370% 75B-5 Page 1 of 9 DATA AS OF 11/3012018 Intent to Levy BID Assessment List EXHIBIT 1 Weighted Protest Value Number Business Name Business Address BIDArea BID Eligible (% of 1130% Total) 70 MASTERPIECE 103 E3RD ST Yes Yes 0.063566% 71 THE POINTE SHOP 200 E3RD ST Yes Yes 0.322078% 72 BUTTERFIELD. LEE C/FESTIVAL 210 E 3RD ST Yes Yes 0.0236527 73 TAPIA, CANDELARIO 216 E 3RD ST Yes Yes 0.012196% 74 FESTIVAL HALL 220 E 3RD ST Yes Yes 0.235045% 75 GILLY'S BARBERSHOP 109 W 3RD ST Yes Yes 0.082044% 76 CALIFORNIATEAM REALTY 190 W 3RD ST Yes Yes 0.049153% 77 ALFA INVESTMENTS & LOANS 190 W 3RD ST Yes Yes 0.157066% 78 CEDELCO CONSTRUCTION 190 W 3RD ST Yes Yes 0.098305% 79 DOWNTOWN SUGAR218 W3RD ST Yes Yes 0.148936% 80 SANDY'S BEAUTY SALON 305 W 3RD ST Yes Yes 0.060609% 81 BOLOS CREAMERY 307 W3RD ST Yes Yes 0.073729% 82 EL INDIO BOTANAS Y CE RVEZA 309 W 3RD ST Yes Yes 0.2782857 83 MY OFFICE 310 W 3RD ST Yes Yes 0.052479% 84 ACE MESSENGER& ATTORNEY SERVICE 310 W 3RD ST Yes Yes 0.085001% 85 EAST SECOND STREET LLC 315 W3RD ST Yes Yes 0.118631% 86 HARRIS TAYLOR MANAGEMENT INC 315 W 3RD 5T Yes Yes 0.168893% 87 LAW OFFICES OF LOIDA D TELLEZ 315 W 3RD ST Yes Yes 0.090175% 88 LAW OFFICES OF CHRISTOPHER P RUIZ 315 W3RD ST Yes Yes 0.155588% 89 MOITAHEDI, MICHAEL LAW OFFICES 322 W 3RD ST Yes Yes 0.204001% 90 CUSTOM FLOORING DESIGNED BY ARAEL 600 W 3RD STUNIT# 1178 Yes Yes 0.068370% 91 G&R EIRE BUILDING MAINTENANCE 600 W 3RD ST UNIT#A101 Yes Yes 0.039913% 92 HAKIMI, FARZIN 600 W 3RDST UNIT#A303 Yes Yes 0.006190% 93 DAO, TRI &LE. TRANS 600 W 3RD ST UNIT#A105 Yes Yes 0.006190% 94 NGUYEN, TYLER J. 60D W 3RD ST UNIT#A106 Yes Yes 0.006190% 95 CERRUTI-TIPITTO, PATRICIA 600 W 3RD ST UNIT# A11B Yes Yes 0.006190% 96 1 K L VICTORVILLE LLC 600 W 3RD ST UNIT#A210 Yes Yes 0.006190% 97 MAHTANI 2011 (#A212 &B206) 600 W 3RD ST UNIT#A212 Yes Yes 0.007207% 98 LABRA, CLAUDIO 600 W 3RD ST UNfT# A216 Yes Yes 0.0061907 99 FTI HOLDINGS, INC. (#A218/B1D9/BS36/8306) 600 W 3RD ST UN IT# A218 Yes Yes 0.009239% Loa CORDOVA, MARIANO (A219) 600 W 3RD STUNIT#A219 Yes Yes 0.006190% 101 BIZCONNECTORS 600 W 3RD STUNIT# A302 Yes Yes 0.065783% 102 PHAM,THOMAS 600 W 3RDST UNITNA305 Yes Yes 0.00619091. 103 CREEK ROSEDALE LLC 600 W 3RD ST UNIT# A306 Yes Yes 0.006467% 104 DESAI M V (A310, C205) 600 W 3RD ST UNIT# A310 Yes Yes 0.007207% 105 HONLYN%CAPITAL. LLC 600 W 3RD ST UNIT# A311 Yes Yes 0.006190% 106 HECTOR &ELVR CORTES 600 W 3RD ST UNIT# A313 Yes Yes 0.006467% 107 MATI N POU R FAM ILY TRUST 600 W 3RD ST UNIT#A318 Yes Yes 0.006190% 108 TEKCHANDANI, NARAIN 600 W 3RD ST UNIT# 8104 Yes Yes 0.006190% 109 PHAN, QUAN 600 W 3RD ST UNIT# 8305 Yes Yes 0.006190% 110 SAN JUAN INVESTMENT CO, LLC (13106, 8212) 600 W 3 RD ST UN ITR BI06 Yes Yes 0.007207% 111 JIANG, YIHAI&SHI, RU 600 W 3 RD ST UN ITN B108 Yes Yes 0.006190% 112 CHAHNOU I, MOHAM MED G HASSEMI 600 W 3RD ST U N IT98313 Yes Yes 0.006190% 113 HITCHENS, DEAN AND MARIA 600 W 3RD ST UNIT# 8114 Yes Yes D.006190% 114 KATO, MAKOTO MARK 600 W 3RD ST UNIT#B201 Yes Yes 0.006190% 115 LONG, JOHN 600 W 3RD ST UNIT#B201 Yes Yes 0.005190% 116 TA-SITYONG, LIN 600 W 3RD 5T UNIT# B201 Yes Yes 0.006190% 117 WU, HONG(A322/A304/B208/C302) 600 W 3RD ST UNIT# 8208 Yes Yes 0.009239% 118 HAIDER, RICHARD &SAM 600 W 3RD ST UNIT#8210 Yes Yes 0.0061907 119 YANG, JENNY & YINGER, QIAND 600 W 3RD ST UNIT#8213 Yes Yes 0.006190% 120 YANG, TONY &HOU, NANCY 600 W 3RD ST UNITN 8217 Yes Yes 0.006190% 121 PACIFIC HEIGHT HOLDING CO, LLC 600 W 3RD ST UNIT#8221 Yes Yes 0.0061907 122 HONG, ROBERTO 600 W 3RD STUNIT#8301 Yes Yes 0.006190% 123 SHEN, EDWARDT-TTEE SCOW 3RDST UNITN 8314 Yes Yes 0.007207% 124 THING, WILLIAM 60D W 3RD ST UNIT#C101 Yes Yes 0.006190% 125 1KL VICTORVILLE, LLC 600W 3RD ST UNIT#C103 Yes Yes G.OG6190% 126 MIN I MAX G ROU P LLC 600 W 3RD 5T UNIT#C104 Yes Yes 0.006190% 127 HONLYN%CAPITAL LLC 600 W 3RD ST UNIT#0202 Yes Yes 0.006190% 128 JIANG, YIHAI 600 W 3RD ST UNITN C206 Yes Yes 0.006190% 129 KHORRAM, SHANIA/JAFERKHANI, MEHRI 600 W 3RD ST UNIT#C207 Yes Yes 0.006190% 130 AZVESLLC 600 W 3RD ST UNITN C304 Yes Yes D.006190% 131 CHAMPION FINANCIAL SERVICES 102 E4TH ST Yes Yes 0.057653% 132 ACAPULCOTRAVEL 102 E 4TH ST Yes Yes 0.156697% 133 DORA ORLANDI VALUTA SANTA ANA 302 E4TH ST Yes Yes 0.077240% 134 YANEZ, FALL 102 E 4TH ST UNIT# 2ND FL Yes Yes 0.018663% 135 JOYERIAACAPULCO 302 E 4TH ST UNIT#2ND FL Yes Yes 135 VALNER INSURANCE SERVICES, INC. 102 E4TH ST UNIT#2ND FL Yes Yes 0.097566% 137 VALNER SERVICES 102 E 4TH ST UNIT#2ND FL Yes Yes 0.078718% 138 OENTAL4 102 E 4TH ST UNIT#2ND FL Yes Yes 0.196610% 7§J3J96 DATA AS OF 11/3012018 Intent to Levy BID Assessment List EXHIBIT 1 Weighted Protest Value Number Business Name Business Address BIDArea BID Eligible (% of 100% Total) 139 EL RINCON MEXICANO 104 E4TH ST Yes Yes 0.085925% 140 FOIGELMAN, NORBERT 104 E4TH ST Yes Yes 0.013674% 141 RAS PADOS EL SUR 104 E 4TH ST IN IT#B-PE Yes Yes 0.246132% 142 FRUTAS LA PIACITA 104 E 4TH ST UNIT# PE Yes Yes 0.2461329 143 RHODES JEWELRY &LOAN 106 E4TH ST Yes Yes 0.492264% 144 MI MODA 108 E4TH ST Yes Yes 0.171295% 145 YANEZ, RAUL&GILDA 108 E4TH ST Yes Yes 0.026332% 146 HOLIDAY TRAVEL &TOURS 110 E4TH ST Yes Yes 0.077609% 147 ANTIQUE TIME 110 E 4TH SF Yes Yes 0.0561747 148 NANA FASHION 110 E 4TH ST Yes Yes 0.232828% 149 STUDIO NAILS - ERENDIRA GAZGA 110 E 4TH ST UNIT#203 Yes Yes 0.052848% 150 IRMA VAZQUEZ Y JAIME FLORES 110 E 4TH Sr UNITN 204 Yes Yes 0.023283% 151 IRMASALON 110 E 4TH ST UNIT#205 Yes Yes 0.059870% 152 VERONICA'S BRIDAL 110 E 4TH ST UNIT#207 Yes Yes 0.079827% 153 R& Q ENTERPRISES, LLC 112 E4TH ST Yes Yes 0.015337% 154 LA ZAPATERIA MEXICO 112 E4TH ST Yes Yes 0.2012305A Iss SEGURA JEWELRY REPAIR 112 E 4TH ST UNITN 200 Yes Yes 0.068000% 156 TELAS FABRIC 114 E 4TH ST Yes Yes 0.0134897 157 TELAS FABRIC 114 E 4TH ST Yes Yes 0.072805% 158 NINO'S BRIDAL COUTURE 114 E4TH ST Yes Yes 0.089251% 159 CW CELULIAR, INC 116 E4TH ST Yes Yes 0.085370% 160 ALVAREZ CHECK CASHING 116 E4TH ST Yes Yes 0.090544% 161 BANDOLERO WESTERN WEAR, INC 116 E 4TH ST Yes Yes 0.116414% 162 CEBALLOS, JOSE/AURORA 116 E4TH ST Yes Yes 0.018201% 163 E.S. DOCUMENT SERVICES 116 E 4TH ST UNIT#F Yes Yes 0.057283% 164 RUIZ PAWN SHOP 118 E4TH ST Yes Yes 0.492264% 165 BEAUTY SALON NUEVO GUADALAJARA 1181/2 E4TH ST Yes Yes 0.121588% 166 YANEZ, RAUL(318 N BUSH) 120 E4TH ST Yes Yes 0.009054% 167 ELVAQUERO 120 E4TH ST Yes Yes 0.299350% 168 STUSSY 200 E 4TH ST Yes Yes 0.109392% 169 KAYUE'S KITCHEN/ TH E CU LTURED N UTT 201 E4TH ST Yes Yes 0.073729% 170 BE E H IVE BAKE RY G IRL 201 E4TH ST Yes Yes 0.082598% 171 EAT GOOD FOOD MAR LLC 201 E4TH ST Yes Yes 0.516656% 172 FAIASOPHY 201E4TH5T Yes Yes 0.261654% 173 REDWOLFGOURMET 201 E4TH ST Yes Yes 0.039359% 174 LUNCHBOX BY PLAYGROUND 201 E4TH ST Yes Yes 0.316535% 175 4th STREET MARKET 201 E4TH ST Yes Yes 0.073729% 176 MODELMEALS 201 E4TH ST Yes Yes 0.676309% 177 THREE BEARS BAKE AT HOME 201 E4TH ST Yes Yes 0.075946% 178 HERITAGE ROASTING COMPANY 201 E4TH ST Yes Yes 0.074283% 179 W VEGANA MEXICANA 201 E4TH ST UNIT#1 Yes Yes 0077609% 180 ALTA BAIA MARKET 201 E4TH ST UNIT#101 Yes Yes 0.247241% 181 ELECTRIC CITY BUTCHER 201 E 4TH ST UNIT# 104 Yes Yes 0.442373% 182 CHUNK -N -CHIP 201 E4TH ST UNIT#107 Yes Yes 0.197349% 183 FIESTA MARKETPLACE PARTNERS 201 E 4TH ST UNITN 109 Yes Yes 0.067446% 184 GRAZE 201 E4TH ST UNIT#116 Yes Yes 0.228947% 185 FRONT PORCH POPS/ TORCH SMORE 201 E4TH ST UNIT4121 Yes Yes 0.121403% 186 II N NY'S PIZZERIA 203 E 4TH ST UNITN 126 Yes Yes 0.2400347 187 WINGMAN 203 E 4TH ST UNIT# 129 Yes Yes 0.073729% 188 PORTOIA COFFEE LAB 201 E 4TH ST UNIT#132 Yes Yes 0.274404% 189 SUPERNATURAL SANDWICHES 203 E4TH ST UNIT#138 Yes Yes 0.073729% 190 DOS CHI NOS 201 E 4TH ST UNIT#139 Yes Yes 0.299350% 191 RIVAS FOOD 202 E 4TH ST UNIT#PE Yes Yes 0.246132% 192 COLORWAYSTUDI05 204 E 4TH ST UNIT9A7 Yes Yes 0.071327% 193 DIJAN SKIN CARE 204 E 4TH ST UNITND Yes Yes 0.092762% 194 CLUB OE NUTRICION DE HERBALIFE 204 E 4TH 5T UNIT#G Yes Yes 0.081490% 195 A NAME BRAN D CO LLC 204 E 4TH ST UN IT#J Yes Yes 0.082044% 196 KEEP IT CH ULA 204 E 4TH ST UN IT# 0 Yes Yes 0.027718% 197 RIF.00 208 E4TH ST Yes Yes 0.424079% 198 PHOUNSACK CHANTHAPANYA 216 E4TH ST Yes Yes 0.014968% 199 AUSSHOP 216 E4TH ST Yes Yes 0.175730% 200 TOPAZIEWELRY REPAIR 216 E 4TH ST UNIT#B Yes Yes 0.061348% 201 STYLE WORLD 219 E 4TH ST Yes Yes 0.348133% 202 FAINBARG, ALLAN TR 219 E 4TH 5T Yes Yes 0.030859% 203 4TH STREET MARKET 219 E 4TH ST Yes Yes O.CB2044% 204 RIVAS FOOD 219 E 4TH ST UNIT# PE Yes Yes 0.246132% 205 THE PLAYGROUND 220 E 4TH ST Yes Yes 0.965127% 206 CARRETONES FIESTA 220 E 4TH ST UNIT#PASEO Yes Yes 0.092022% 207 RANGEL, RAYMOND (300-308) 300 E4TH ST Yes Yes 0.029658% 75B-7 Page 3 of 9 DATA AS OF 11/30/2018 Intent to Levy BID Assessment List EXHIBIT 1 Weighted Protest Value Number Business Name Business Address BIDArea BID Eligible I% of t00%Total) 208 IA M ICHOACANA EXPRESS 300 E4TH ST UNIT#101 Yes Yes 0.200121% 209 CONNATURA 300 E4TH ST UNIT#102 Yes Yes 0.125284% 210 PIZZA DE CAL, INC #9 300 E 4TH ST UNIT# 103 Yes Yes 0.109392% 211 TNTTOURS & TRAVEL 300 E 4TH ST UNIT#107 Yes Yes 0.059131% 212 DIVA'S FASHION 300 E 4TH ST UNITN 107 Yes Yes 0.083153% 213 LA MICHOACANA EXPRESS CART 300 E 4TH ST UNIT#PE Yes Yes 0.246132% 214 FIESTA MARKETPLACE PARTNERS 305 E4TH ST Yes Yes 0.026516% 215 TAQUERIAS GUADALAIARA REAL MEXICAN FOOD INC 305 E4TH ST Yes Yes 0.560450% 216 M. LOVEWELL LLC 305 E4TH ST UNIT#103 Yes Yes 0.138958% 217 MARCAS GALLERY 305 E 4TH ST UNIT# 304 Yes Yes 0.227284% 218 MR. MATCHA, LLC 305 E 4TH ST UNIT# 105 Yes Yes 0.134708% 219 WURSTHAUS 305 E 4TH ST UNIT#106 Yes Yes 0.446808% 220 NATIVE SON ALEHOUSE 305 E 4TH ST UNIT# 200 Yes Yes 0.325405% 221 WAREHOUSE WESTERN WEAR DBA RRWESTERNWEAR 308 E4TH ST Yes Yes 0.184045% 222 COFFEE MUSE LLC 310 E4TH ST Yes Yes 0.106436% 223 QUERETARO CASTING & DESIGNER 312 E 4TH ST Yes Yes 0.106990% 224 MEXICANA TRAVEL 312 E4THST UNIT#A Yes Yes 0.099414% 225 CATANO INSURANCE BROKERS 312 E 4TH ST UNIT#A Yes Yes 0.085001% 226 AB COMPUTERS 312 E 4TH ST UNIT#B Yes Yes 0.093685% 227 CEBALLOS, JOSE 314 E4TH ST Yes Yes 0.020881% 228 SERVICENTRO 314 E4TH ST UNIT#A Yes Yes 0.068000% 229 MICEIANIAS 314 E4TH ST UNIT#B Yes Yes 0.088696% 230 FIESTA MARKETPLACE PARTNERS II 316 E4TH ST Yes Yes 0.052109% 231 CHARLI E'S TATTOO STUDIO 316 E4TH ST Yes Yes 0.073544% 232 CHARLIE'S TATTOO SUPPLI ES/BO DY JEWELRY/BOOTS 318 E4TH ST Yes Yes 0.134708% 233 AMERICAN BARBER SHOP DTSA/ AMERICAN BARBER SHOP 320 E 4TH ST UNIT#A Yes Yes 0.140436% 234 MEGA INDUSTRIES INC 400 E4TH ST Yes Yes 0.305448% 235 NORTHGATE FINANCIAL 409 E4TH Sr Yes Yes 0.235784% 236 GON-REY LP 409 E4TH ST Yes Yes 0.0498927. 237 NORTHGATE MARKET N8 409 E4TH ST Yes Yes 4.199216% 238 MERCADO. LYDIA MAE 410 E 4TH ST Yes Yes 0.006190% 239 NGHIEM, MINH THU 450 E 4TH ST UNIT# 137 Yes Yes 0.006190% 240 SAN JUAN INVESTMENT CO LLC(133,134,141,406,433) 450 E 4TH ST UNIT#141 Yes Yes 0.010256% 241 MAHTANI 2011(#120/146/201) 450 E 4TH ST UNIT# 146 Yes Yes 0.008223% 242 HEATON, DAVID &JAN 450 E 4TH ST UNIT# 149 Yes Yes 0.006190% 243 TAN, PAUL&JOYCE 450 E 4TH ST UNIT#237 Yes Yes 0.006190% 244 NGUYEN, HONORA 450 E 4TH ST UNIT#240 Yes Yes 0.006190% 245 RUHWANI, ASHOK(242,251,311,318) 450 EOTH ST UNIT#242 Yes Yes 0.009239% 246 EONGRACIA LLC 450 E4TH ST UNIT#243 Yes Yes 0.006190% 247 WILLIAMS, JOHN 450 E 4TH ST UNIT#245 Yes Yes 0.006190% 248 VAN VELDNE, LAMSERTUS & ELKE(247, 336) 450 E 4TH ST UNIT# 247 Yes Yes 0.007207% 249 LEE, DR. YEE LEAN 450 E 4TH ST UNIT# 247 Yes Yes 0.006190% 250 SHARMA, SUDHEEP 450 E 4TH ST UNIT# 337 Yes Yes 0.006190% 251 501-511 ISIS LLC 450 E 4TH ST UNIT# 338 Yes Yes 0.006467% 252 PANDJI, EVELINA 450 E 4TH ST UNIT# 348 Yes Yes 0.006467% 253 JAFARIMOJARROD, ELHAM LIVING TRUST 450 E 4TH ST UNIT#438 Yes Yes 0.006190% 254 OROZCO, JESUS 450 E4TH ST UNIT9439 Yes Yes 0.006190% 25S WAVY, BRIAN 450 E4TH ST UNIT#441 Yes Yes 0.006190% 256 J K L VICTORVILLE LLC 450 E4TH Sr UNIT#449 Yes Yes 0.006190% 257 ADGER, JOHN THE JOHN ADGER TRUST 101W4THST Yes Yes 0.030212% 258 FRUTAS LA PIACITA 101 W 4TH ST UNIT#PE Yes Yes 0.246132% 259 SHOE PALACE #236 102 W 4TH ST Yes Yes 0.109392% 260 MILLER-BURG-DUPONT, INC.(102-106) 106 W4TH ST Yes Yes 0.042038% 261 G LO BAL ENVIRONMENTAL N ETWORK 106 W4TH ST Yes Yes 0.068370% 262 VISIONEERING STUDIOS, INC 106 W 4TH ST UNIT#600 Yes Yes 0.270154% 263 VISIONEERING STUDIOS CONSTRUCTION, INC 106 W 4TH ST UNIT#600 Yes Yes 0.073914% 264 JR BEAUTY GURUS 108 W4TH ST Yes Yes 0.1020017 265 P & 0 ENTERPRISES, LLC 108 W 4TH ST Yes Yes 0.013953% 266 CHIA, WON 108 W 4TH ST Yes Yes 0.018109% 267 CONTIN ENTAL HALL 108 W 4TH ST UN IT#A Yes Yes 0.053218% 268 BUFFCO INVESTMENTS, I.I.C.-109 W4TH 5T Yes Yes 0.033169% 269 COLLEEN O'HARA'S BEAUTY ACADEMY 109 W 4TH ST U N ITN 8 Yes Yes 0.253524% 270 IA MODA 110 W 4TH ST Yes Yes 0.13674091. 271 CAPILLA LAS ROSAS WEDDING CHPL 110W4THST Yes Yes 0.139697% 272 SOUTHWEST FAMILY 2004 TRUST 110 W4TH ST Yes Yes 0.016723% 273 BANDOLERO 112 W 4TH ST Yes Yes 0.153001% 274 CHANTHAPANYA,PHO U NSACK(112-116) 112 W 4TH ST Yes Yes 0.031875% 275 VCU LLC 113 W 4TH ST Yes Yes 0.013859% 276 HISPANOAMERICAN SERVICES 1113 W 4TH ST UNIT# A Yes Yes 0.071327% 7 men -in, DATA AS OF 1113012018 Intent to Levy BID Assessment List EXHIBIT 1 Weighted Protest Value Number Business Name Business Address BID Area BID Eligible (% of 100% Total) 277 CDHF PROPERTY MANAGEMENT 115 W4TH ST Yes Yes 0.014690% 278 CASSANDRA'S BRIDAL BANQUETS 115 W 4TH ST Yes Yes 0.097012% 279 SANCTUARYSOUND 115 W4TH ST UNITN 200 Yes Yes 0.073729% 280 CENTRO LATINO 116 W 4TH ST Yes Yes 0.055066% 281 VALENCIAIEWELRY 116 W4TH ST Yes Yes 1.113693% 282 VALENCIA, MEDARDO & VICTORIA 116 W4TH ST Yes Yes 0.014598% 283 PRODUCTOS VIENESTAR HERBALIFE 116 W 4TH ST UNIT#12 Yes Yes 0.07982791 284 REVOLUTION BEAUTY SALON 116 W 4TH ST UNITN 7 Yes Yes 0.053218% 285 VALENCIA & ASSOCIATES APC 116 W 4TH Sr UNIT#A Yes Yes 0.245763% 286 FAINBARG V LP 117 W 4TH ST Yes Yes 0.035571% 287 THE PIZZA PRESS 117 W 4TH ST UNIT#101 Yes Yes 0.087588% 288 SALON SYCAMORE, LLC 117 W 4TH ST UNIT# 103 Yes Yes 0.070587% 289 YUM RESTAURANT SERVICES GROUP, LLC 117 W 4TH ST UNIF#200 Yes Yes 0.667440% 290 LOCKOUT MUSIC STUDIOS 117 W 4TH ST UNn# LL Yes Yes 0.0779797 291 SANTA ANA SALON 118 W 4TH Sr Yes Yes 0.092022% 292 FRUTAS LA PLACITA 118 W 4TH ST UNfT# PE Yes Yes 0.246132% 293 DON ROBERTOIEWELERS 120 W 4TH ST Yes Yes 0.575972% 294 BMA INVESTMENT LLC 120 W 4TH ST Yes Yes 0.031228% 295 FALLAS PAREDES, 9105 201 W 4TH ST Yes Yes 0.905811% 296 FAINBARG & FRIEDMAN I, LP 201 W 4TH ST Yes Yes 0.039451% 297 FRUTAS LA PLACITA 201 W 4TH ST UNIT# PE Yes Yes 0.184599% 298 HOPPER & BURR 202 W 4TH ST Yes Yes 0.2272847 299 D&DSNACK FOOD 202 W 4TH ST UNIT# PE Yes Yes 0.246132% 300 VACATION 204 W 4TH ST Yes Yes 0.213425% 301 RHOMBUS INDUSTRIES 206 W 4TH ST UNIT#201 Yes Yes 0.167045% 302 GRACE'S ENTERPRISES 206 W 4TH ST UNIT# 203 Yes Yes 0.075022% 303 MENARCH 2O6 W 4TH ST UN I'M 209 Yes Yes 0.082044% 304 MUSICALARTISTRY 206 W 4TH ST UN R# 2108 Yes Yes 0.044348% 30S POMADE. INC. 206 W 4TH ST UNIT#220 Yes Yes 0.457340% 306 CHEVITAS JUICE AND BAGELS 209 W4TH ST Yes Yes 0.109392% 307 JACOBO FOTO YVIDEO 209 W 4TH ST Yes Yes 0.064305% 308 MTAEN, LLC (209-211) 209 W 4TH ST Yes Yes 0.015152% 309 LEMUS'SHOP 209 W 4TH ST UN IT#A Yes Yes 0.11974091 310 1& F CALIFORNIA MU LTISERVI CES 209 W 4TH ST UN IT#D Yes Yes 0.049153% 311 RO DRIG U EZ INCOME TAX 211 W 4TH ST Yes Yes 0.052848% 312 NATURAL SUPPLEMENTS 211 W 4TH ST Yes Yes 0.077609% 313 SEXY BRA 211 W 4TH ST Yes Yes 0.075946% 314 UNITED LEGAL SERVICES 211 W 4TH ST Yes Yes 0.055435% 315 DOLE%DOLLAR EXPRESS INC 211 W 4TH ST Yes Yes 0.068370% 316 JESSICA'S BRIDAL 212 W 4TH ST Yes Yes 0.073729% 317 ANGELS 213 W 4TH ST Yes Yes 0.176838% 318 DUEL, EBRAHI M M.D. - INC 214 W4TH ST Yes Yes 0.024761% 319 SHELSTS BRIDAL 214 W 4TH ST Yes Yes 0.112533% 320 ROBBINS, ROSALIND K (215-217) 215 W 4TH ST Yes Yes 0.019125% 321 MKT.INC/METROPCS 217 W4TH ST Yes Yes 0.073729% 322 HISPANOAMERICA JEWELERS (102) 218 W 4TH ST UNIT# A Yes Yes 0.154110% 323 BOOST MOBILE 219 W 411 ST Yes Yes 0.109392% 324 219 W 4TH ST TRUST 219 W 4TH ST Yes Yes 0.016908% 325 HWANG, THOMAS D 220 W 4TH ST Yes Yes 0.016815% 326 JASHEL BRIDAL &PARTY PLANNERS 220 W 4TH ST Yes Yes 0.098675% 327 AVA ENTERPRISES, LLC 221 W 4TH ST Yes Yes 0.002033% 328 HOLIDAY TRAVEL &TOURS II 222 W4TH ST Yes Yes 0.077979% 329 BOTANICA IATINA 222 W 4TH ST Yes Yes 0.100338% 330 ALFA INSURANCE SERVICES 222 W 4TH ST UN IT#A Yes Yes 0.061348% 331 CHAPALA'S BEAUTY SALON 222 W 4TH ST UN TO Yes Yes 0.058761% 332 FRUTAS ACAPULCO 222 W 4TH ST UNIT#PE Yes Yes 0.246132% 333 TERESA'S JEWELERS 223 W 4TH ST Yes Yes 0.421862% 334 VALLEJO, ANTONI0(223 W 4TH ST& 409 N BROADWAY ST) 223 W 4TH ST Yes Yes 0.0427]]% 335 STARBUCKS COFFEE #8941 301 W 4TH ST Yes Yes 0.5671025Z 336 PHILLIPS HUTTON PARTNERS LLC 301 W 4TH ST Yes Yes 0.036125% 337 LEDWIN.BRUNO & RAQUEL(3D2-306) 302 W 4TH ST Yes Yes 0.0204195i 338 CARTER BOWL 302 W 4TH ST UNIT#PE Yes Yes 0.246132% 339 ANA'S EVERYTHING STORE 304 W4TH 5T Yes Yes 0.108653% 340 KEBAB PLACE 306 W 4TH ST Yes Yes 0.109392% 341 THE KEBAB PLACE 306 W 4TH ST Yes Yes 0.1]3512% 342 TODD SERVICES 308 W 4TH ST Yes Yes 0.055435% 343 HUGO'S BEAUTY SALON 3081/2 W 4TH ST Yes Yes 0.0]132]% 344 THE GOOD BEER COMPANY, INC. 309 W 4TH ST Yes Yes 0.188849% 345 RSG, INC. 309 W 4TH 5T Yes Yes 0.049153% Page 5 0(9 DATA AS OF 11/30/2018 Intent to Levy BID Assessment List EXHIBIT 1 Weighted Protest Value Number Business Name Businei[Addr- Pin A.e. InnPanre I% of 10-T....J 346 CHA, WON (310-318) 312 W 4TH ST Yes Yes 0.012658% 347 DOWNTOWN I&L 312 W4TH 5T Yes Yes 0.049892% 348 U.S. FINANCING 314 W 4TH ST Yes Yes 0.059500% 349 DOWNTOWN I EWELRY AND LOA N 314 W 4TH ST Yes Yes 0.492264% 350 [-DELTA 316 W 4TH ST U NFT#232 Yes Yes 0.06578351. 351 MONTE DE PIEDAD 318 W 4TH Sr Yes Yes 0.095349% 352 4th STREET TH EATRE BLDG, LLC 324 W 4TH ST Yes Yes 0.0256857 353 CAFE CULTURA: CONTE RMPORARY MEXICAN CAFETERIA 324 W 4TH ST UN IT# B Yes Yes 0.369753% 354 THE BARREL ROOM 324 W 4TH Sr UN IT#B Yes Yes 0.208436% 355 GUNTHER'S 324 W 4TH ST UN IT#E Yes Yes 75 0.2513% 356 RA SPADOS ESTILO JALISCO 324 W 4TH ST UNIT#PE Yes Yes 0.246132% 357 FLEENOR'S RESTAURANT, LLC 400 W 4TH ST UNIT#A Yes Yes0.074838% 358 BARBERIA EL CATRIN, IN C. 400 W 4TH ST UNH#B Yes Yes 0.049153% 359 ITZEN ARCHITECHS INC 400 W 4TH ST UN H#D Yes Yes 0.180349% 360 THE COMB SALON 402 W4TH ST Yes Yes 0.059500% 361 LOCKOUT MUSIC STU DIOS 404 W4TH 57 Yes Yes 0.082044% 362 BROADWAY IMPROVEMENT CO INC 404 W 4TH ST Yes Yes 0.026332% 363 CAMPSITE MEDIA HOUSE 404 W 4TH ST UNH#A Yes Yes 0.049153% 364 ASAP LEGALSOLUTION 404 W 4TH ST UNIT#B Yes Yes 0.529221% 365 HYPE PRIESTESS 404 W4TH ST UNH#D Yes Yes 0.109392% 366 HAIRATELIER BY KARLYGISELLE 404 W4TH ST UNIT#E Yes Yes 0.049155. 367 REED, KENNETH ALAN ATTY ATLAW 406 W4TH ST Yes Yes 0.090175% 368 CAllELL& ASSOCIATES, ATTORN EYS 406W 4TH ST Yes Yes 0.082044% 369 YV DENTAL PRACTICE OF ORANG E COUNTY INC. 408 W 4TH ST Yes Yes 0.090175% 370 CRAVE 410 W 4TH ST Yes Yes 0.656907% 371 LFT PROPERTY MANAGMENT, LLC 414 W 4TH ST Yes Yes 0.012288% 372 SHOFFNER, GARY E 414 W 4TH ST UNIT#A Yes Yes 0.062044% 373 PR EM I ERE ASSOCIATION MG MT 414 W 4TH ST UNIT# 0 Yes Yes 0.049153% 374 VELVET LOUNGE 416 W 4TH ST Yes Yes 0.073729% 375 TRANSFORMING LIFE CENTER, INC. 450 W 4TH ST UN IT4250 Yes Yes 0.221371% 376 RAMONA BUILDING LLC (118-120) 118 W STH ST Yes Yes 0.061533% 377 ESPORTS ARENA 120 W 5TH ST UNIT#10D Yes Yes 0.496699% 378 SVN/VANGUARD 120 W 5TH ST UNIT#210 Yes Yes 0.592417% 379 FINANCIAL ADVOCATES, INC. 120 W 5TH ST UNIT#220 Yes Yes 0.204741% 380 LIGHT AN D SH INE PHOTOG RAPHY 222 W 5TH ST Yes Yes 0.123436% 381 LOCKOUT MUSIC STUDIOS 224 W 5TH ST Yes Yes 0.0820445. 382 LA RINCONADA RESTAURANT 3D0 W STH ST Yes Yes 0.103109% 383 BROADWAY IMPROVEMENT CO (300-322) 306 W STH Sr Yes Yes 0.025777% 384 LOCKOUT M USIC STU DIOS 310W 5TH ST Yes Yes 0.090175% 385 NINIAS WITH APPETITE 318 W STH ST Yes Yes 0.163534% 386 MILJUGOS 32OW5THST Yes Yes 0.073729% 387 HALL, TOM IDIS BIRCH ST Yes Yes 0.006190% 388 MATTINGLEY, MIKE 105 S BIRCH ST Yes Yes 0.006190% 389 CASA LINDA FURNITURE INC 116 N BROADWAY ST Yes Yes 1.760622% 390 109 BROADWAY LLC 317 N BROADWAY ST Yes Yes 0.035571% 391 HIPCOOKS 125 N BROADWAY ST UNIT#C Yes Yes 0.191251% 392 GYPSY DEN 125 N BROADWAY ST UNIT#D Yes Yes 0.368090% 393 CONGREGATION ALE HOUSE 201 N BROADWAY ST Yes Yes 0.106435% 394 EMPIRE BROADWAY LLC 204N BROADWAY ST Yes Yes 0.032430% 395 LENTZ MORRISSEY ARCHITECTURE, INC. 204 N BROADWAY ST UNIT# F Yes Yes 0.171849% 396 HAL BRISCOE FINE ART 204 N BROADWAY STUNIT#M Yes Yes 0.074283% 397 SMARTY SOCIAL MEDIA, INC 204 N BROADWAYSTUNIT#N Yes Yes 0.062044% 398 SANTORA GROUP LLC 207 N BROADWAY ST Yes Yes 0.051462% 399 ATRANO SALON 207 N BROADWAY ST UNIT#100 Yes Yes 0.051000% 400 CALENDAR FACTORY INC dba TETHOS CREATIVE 207 N BROADWAY ST UNIT#A Yes Yes 0.225806% 401 G EN E, ARTIST STU DID/GALLERY 207 N BROADWAY ST UNIT#B11 Yes Yes 0.075946% 402 THE ARTBAR 207 N BROADWAY ST UNIT#B6 Yes Yes 0.094794% 403 TWEENA'STUNES 207 N BROADWAY ST UN IT#E Yes Yes 0.065044% 404 LAW OFFICES OF FERNANDO LEONE 207 N BROADWAY ST UN IT#F Yes Yes 0.082044% 405 LAW OFFICE OF ROBERT NEWMAN 207 N BROADWAY ST UNIT#X Yes Yes OA90175% 406 CRESCENDOH, LLC 207N BROADWAY ST UNIT#L Yes Yes 0.073729% 407 ESPARZA,ROSEMARY I LAW OFFICES 207 N BROAOWAYSTUNIT# N Yes Yes 0.090175% 408 NEXTUNKS 208 N BROADWAY ST Yes Yes 0.182197% 409 DEELUX 209 N BROADWAY ST Yes Yes 0.205110% 410 FOURTH ELEMENTGALLERY 210 N BROADWAY5T Yes Yes 0.109392% 411 BLACKMARKET BAKERY SA LLC 211 N BROADWAY ST Yes Yes 0.267752% 412 ELITE FITNESS DOWNTOWN, LLC 214 N BROADWAY ST Yes Yes 0.089435% 413 CORBIZ LLC 214 N BROADWAY ST Yes Yes 0.049153% 414 PROOF 215N BROADWAY ST Yes Yes 0.417981% 7 5.gE'6oF91 0 DATA AS OF 11130/2018 Intent to Levy BID Assessment List EXHIBIT 1 Weighted Protest Value Number Business Name Business Address BID Area BID Eligible I% of 100% Total) 415 CORBIZLLC(217-221) 217 N BROADWAY ST Yes Yes 0.012288% 416 ARTIST VILLAGE HAIR STUDIO BY BREJHON 217 N BROADWAY ST Yes Yes 0.088696% 417 PHAROS INK 219 N BROADWAY ST Yes Yes 0.082044% 418 SUBWAY#26294 220 N BROADWAY ST Yes Yes 0.288817% 419 225 N BROADWAY, LLC 225 N BROADWAY ST Yes Yes 0.0122889 420 AKINSPARKER CREATIVE, LLC 225 N BROADWAY ST Yes Yes 0.516439% 421 THE COPPER DOOR BAR 2251/2 N BROADWAY ST Yes Yes 0.073729% 422 THE COPPER DOOR 2251/2 N BROADWAY ST Yes Yes 0.049153% 423 RUMORZ KIM 225 N BROADWAY ST UNIT# 203 Yes Yes 0.080196% 424 ISR BUILDERS, INC 225 N BROADWAY ST UNIT# 216 Yes Yes 0.098305% 425 CHAPTER ONE: THE MODERN LOCAL 227 N BROADWAY ST Yes Yes 0.808245% 426 GILMAKER, DEBORAH (300-306) 300N BROADWAY ST Yes Yes 0.041299% 427 COSTA AZULTRAVEL#418.5 300N BROADWAY ST Yes Yes 0.050261% 428 GIGI'S DANCE STUDIO 330 N BROADWAY ST Yes Yes 0.0513707 429 CENTRO NATURISTA 330 N BROADWAY ST Yes Yes 0.083153% 430 MIDNIGHT GLAM BEAUTY SALON & MULTISERVICES 312 N BROADWAY ST Yes Yes 0.082044% 431 ALCATRAZ FLOWERS 323 N BROADWAY ST UNITN A Yes Yes 0.079272% 432 ARA'S BRIDAL 323 N BROADWAY ST UNIT# 3 Yes Yes 0.108653% 433 CENTRAL TRAVEL& TOUR SERVICE 324 N BROADWAY ST Yes Yes 0.0735447 434 SAADI, JOSEPH 325 N BROADWAY ST Yes Yes 0.02596291. 435 IRENIA 400 N BROADWAY ST Yes Yes 0.273295% 436 GENISES BRIDAL BOUTIQUE 405 N BROADWAY ST UNIT# A Yes Yes 0.133044% 437 POST GOLD PRODUCTIONS 405 N BROADWAY ST UNIT# B Yes Yes 0.082044% 438 PRIVILEGE PHOTOGRAPHY 405 N BROADWAY ST UNIT# F Yes Yes 0.049153% 439 HECTOR'S a3 409N BROADWAY ST Yes Yes 0.794386% 440 UNISEX BEAUTY SALON 413N BROADWAY ST Yes Yes 0.073174% 441 FAINBARG, ALLAN 413 N BROADWAY ST Yes Yes 0.015245% 442 RIVAS FOOD CO. 413 N BROADWAY ST UNIT# A Yes Yes 0.2117328% 443 BEATNIK BANDITO MUSIC EMPORIUM 417 N BROADWAY ST Yes Yes 0.082598% 444 PORT CITY TATTOO 419 N BROADWAY ST Yes Yes 0.082044% 445 TRUTH& ADVERTISING 454 N BROADWAY ST Yes Yes 0.481547% 416 THE INCONVENIENCE STORE 454 N BROADWAY ST UNIT# 100 Yes Yes 0.109392% 447 DOWNTOWN TIRES AND AUTO REPAIR 119 N BUSH ST UNIT# A Yes Yes 0.080935% 448 SPEEDFORCE AUTO REPAIR 119 N BUSH ST UNIT# Al Yes Yes 0.049153% 449 STANDARD REBUILDERS 119 N BUSH ST UNIT# B Yes Yes 0.102001% 450 HACOM 205 N BUSH ST Yes Yes 0.080935% 451 SPLITENDS SALON 207 N BUSH ST Yes Yes 0.060609% 452 AN IDEAL WORLD - 209 N BUSH ST Yes Yes 0.167784% 453 KICKER FISHING BRAND 213 N BUSH ST Yes Yes 0.095903% 454 S.M. DESIGN ASSOC., INC. 220 N BUSH ST Yes Yes 0.170740% 455 DONALD KROTEE PARTNERSHIP INC 230 N BUSH ST Yes Yes 0.130827% 456 FARINAS, INC. 232N BUSH ST Yes Yes 0.082044% 457 THEMGOODS DISTRIBUTION 243 N BUSH ST Yes Yes 0.060609% 458 FORKAN, JOE A. 265N BUSH ST Yes Yes 0.029935% 459 BARBARINO, RICHARD 265 N BUSH ST Yes Yes 0.006190% 460 PARKING CO OF AMER CAL 300N BUSH ST Yes Yes 0.05395757 461 IA CASA BLANCA BEAUTY SALON 300 N BUSH ST Yes Yes 0.049153% 462 PARKING CO OF AMERICA/CAL 302N BUSH ST Yes Yes 0.013397% 463 ELMA'S BEAUTY SALON 308 N BUSH ST Yes Yes 0.08093517 464 JALISCO BRIDAL FOTO &VIDEO 310N BUSH ST Yes Yes 0.088142% 465 IAS CASUELAS 312N BUSH ST Yes Yes 0.073729% 466 EATCHOW 313N BUSH ST Yes Yes 0.531069% 467 THE WILCOX GROUP, LLC 712N BUSH ST Yes Yes 0.016353% 468 CUSTOM AUTO SERVICE 302 N FREN CH ST Yes Yes 0.245393% 469 LOCKOUT MUSIC STUDIOS 320 N FRENCH ST Yes Yes 0.082783% 470 LEFT OF THE DIAL RECORDS 320 N FRENCH ST UNIT# B Yes Yes 0.121957% 471 CVS/PHARMACY#9583 102N MAIN ST Yes Yes 2.369854% 472 M & A GABAEE, A CAL LTD PTNERSHIP 102N MAIN ST Yes Yes 0.049984% 473 RHE AID #5759 111 N MAIN ST Yes Yes 1.658067% 474 GAUCHO INVESTMENTS, LLC 200 N MAIN ST Yes Yes 0.040098% 475 DIAMOND PARKING SERVICES LLC NSASS 200 N MAIN ST Yes Yes 0.070957% 476 SWAIN ARCHITECTS, INC. 200 N MAIN ST UNIT# 150 Yes Yes 0.179980% 477 LAW OFFICE OF SARAH KABIR 200 N MAIN ST UNIT# 200 Yes Yes 0.082044% 478 THE LAW OFFICE OF CHRISTOPHER MARKELZ 200 N MAIN ST UNIT# 200 Yes Yes 0.09017597 479 DA5CANIO, DENNIS LAW OFFICE 200 N MAIN ST UNIT# 200 Yes Yes 0.114566% 480 KARISH & BOURGUM, PC 200 N MAIN STUNIT# 217 Yes Yes 0.082044% 481 MEUSA FINDS 201 N MAIN ST Yes Yes 0.073729% 482 DOING GOOD WORKS 217 N MAIN ST UNIT# 115 Yes Yes 0.700146% 483 DGWB, INC. 217 N MAIN ST UNIT# M22 Yes Yes 1.428750% 75aB-11 DATA AS OF t 1130/2018 EXHIBIT 1 Intent to Levy BID Assessment List Number Business Name Duni- adtlm<e Weighted Protest Value 484 OGWB VENTURES LLC 217 N MAIN ST UNIT# M22 Yes Yes VV 0.058854% 485 3211 E MANDEVILLE, LLC 300 N MAIN ST Yes Yes 0.040283% 486 MIX MIX KITCHEN BAR 300 N MAIN ST Yes Yes 0.426851% 487 DUEL, EBRAHIM 301 N MAIN ST Yes Yes 0.027625% 488 WESTERN WOMENS INSTITUTE, INC. 301 N MAIN ST Yes Yes 0.106436% 489 SWEETTOOTH DENTAL 3011/2 N MAIN ST Yes Yes 0.098305% 490 TONY'S BASEMENT 302N MAIN ST Yes Yes 0.073729% 491 OMAKASE BY GINO 304 N MAIN S7 Yes Yes 0.109392% 492 QUAN M. TRAIN, O.D. OPTOMETRY 305N MAIN ST Yes Yes 0.0901755 493 1 ESTETICA GUADALAJARA 315 N MAIN 5T Yes Yes 0.034370% 494 WESTERN DENTAL SERVICES INC 500N MAIN Sr Yes Yes 0.3274377 495 LOCKOUT MUSIC STUDIOS 501 N MAIN ST Yes Yes 0.131197% 496 CROSSFIT DOWNTOWN SANTA ANA 503N MAIN ST Yes Yes 0.108283% 497 CEDARSTOWERS SURGICAL MED GRP 505N MAIN ST Yes Yes 0.139327% 498 5 A CLINICA MEDICA GENERAL SOS MAIN Sr Yes Yes 0.163719% 499 REHABCARE UNLIMITED CORP 510 N MAIN ST Yes Yes 0.098305% 500 ROOSTER REPUBLIC/ MILK MAN ICE CREAM 515 N MAIN ST Yes Yes 0.258882% 501 515 N MAIN LLC 515 N MAIN ST Yes Yes 0.027533% 502 McFADDEN PUBUC MARKET 515 N MAIN ST Yes Yes 0.486721% 503 DOKUDAI RAMEN 515 MAIN ST UNITdBYes Yes 0.109392% 506 ELEMENT75EVEN 515 N MAIN ST UNIT# C Yes Yes 0.109392% 505 PL3R SYSTEMS, I NC. ICH EBAI 517N MAIN ST Yes Yes 0.094240% 506 CLINICA MEDICA FAMILIAR DE SANTAANA 517 N MAIN ST Yes Yes 0.287154% S07 SOUTH GATE ROSE PHARMACY INC 517 N MAIN ST UNIT# 101 Yes Yes 0.480623% 508 RAPLISA MEDICAL MANAGEMENT, INC. 517 N MAIN ST UNUM 200 Yes Yes 0.371416% 509 MAIN OPTICAL 517 N MAIN ST UNIT# 201 Yes Yes 0.075392% 510 50 CAL AUTO REGISTRATION 517 N MAIN ST UNIT# 220 Yes Yes 0.029196% 511 ALLIANCE OF LATINO HEALTH SERVICES MED GROUP, INC 517 N MAIN ST UNIT# 220 Yes Yes 0.082044% 512 CACERES, JUUO DDS 517 N MAIN ST UNIT# 300 Yes Yes 0.0983057 513 AGUILAR, SERGIO ODS 520 N MAIN ST Yes Yes 0.131197% 514 AQUEVEQUE, 105E 1& 109 W CAMILE) 520 N MAIN ST Yes Yes 0.008223% 515 NEW FOUNDATION MEDICAL GROUP 520 N MAIN ST UNIT# 120 Yes Yes 0.262024% 516 APEX HOME HEALTHCARE SERVICES 520N MAIN ST UNIT#200 Yes Yes 0.608678% 517 NEW FOUNDATION MEDICALGROUP 520N MAIN STUNIT#220 Yes Yes 0.179980% 518 APEX HOME CARE LLC 520 N MAIN ST UNIT# 250 Yes Yes 0.314502% 519 APEX HOSPICE CARE, INC. 520 N MAIN ST UNIT# 250 Yes Yes 0.433873% 520 JACK IN THE BOX #3180 601N MAIN ST Yes Yes 0.790506% 521 THE BNS FUND, LLC 601 N MAIN 5T Yes Yes 0.0269789S 522 WORLD TRAVEL BUREAU INC 618 NMAIN ST Yes Yes 0.303785% 523 PALMER INSURANCE AGENCY 631 N MAIN ST Yes Yes 0.145240% 524 SUKARNE 631 N MAIN ST Yes Yes 0.109392% 525 SUBWAY #63685 700N MAIN ST Yes Yes 0.281611% 526 POLADIAN, JACQUELINE 700N MAIN ST Yes Yes 0.025500% 527 7 -ELEVEN STORE 937101A 700 N MAIN ST UNITS B Yes Yes 0.597037% 528 SOLMAR SOLUTIONS INC. 700 N MAIN ST UNIT# C Yes Yes 0.082044% 529 EXPRESS ELECTRICAL SERVICE 700 N MAIN ST UNIT# C Yes Yes 0.098305% 530 BURGER KING 43094916 701 N MAIN ST Yes Yes 0.636950% 531 OC CENTER OF LEGAL SVCS 711 N MAIN ST Yes Yes 0.098305% 532 LILY'S TACOS 715 N MAIN ST Yes Yes 0.090359% 533 ME GUSTA A MEXICAN TACO JOINT 715 N MAIN ST Yes Yes 0.1080999. 534 SOMBRERO STREET 719 N MAIN ST Yes Yes 0.598700% 535 ORIGINAL MIKE'S RESTAURANT 1005 MAIN ST Yes Yes 0.857582% 536 100 SOUTH MAIN STREET LLC 1005 MAIN ST Yes Yes 0.020603% 537 FIRESTONE COMPLETE AUTO CARE#27JF 1015 MAIN ST Yes Yes 0.498362% 538 WNC REAL ESTATE PARTNERS LP 100N ROSS ST Yes Yes 0.207420% 539 EMILIO GONZALEZ PAINTING 300 E SANTA ANA BLVD UNIT# 214 Yes Yes 0.063196% 540 IMPARK 200 W SANTA ANA BLVD Yes Yes 0.082046% 541 CF SANTANA LLC 200 W SANTA ANA BLVD Yes Yes 0.163626% 542 ACE PARKING MANAGEMENT 200 W SANTA ANA BLVD Yes Yes 0.087957% 543 THE REEVES LAW GROUP 200 W SANTA ANA BLVD UNIT# 630 Yes Yes 0.524047% 544 BAGGY, GAIDOS & ZACHARY, LLP 200 W SANTA ANA BLVD UNIT# 950 Yes Yes 0.303046% 545 WILSON AND PESOTA, LLP 200 W SANTA ANA BLVD UNIT# 970 Yes Yes 0.262024% 546 BEST CONSTRUCTION SERVICES, INC. 520 W SANTA ANA BLVD Yes Yes 0.098305% 547 USA BUILDING AN D CONSTRUCTION 520 W SANTA ANA BLVDYes Yes 0.098305% 548 OC CIVIC CENTER DEVELOLPMENT LLC 550 W SANTA ANA BLVD Yes Yes 0.0122889Z 569 CIVIC CENTER LLC 600 W SANTA ANA BLVD Yes Yes 0.175637% 550 IMMIGRATION 4 U 600 W SANTA ANA BLVD Yes Yes 0.073544% 551 BASCH INVESTIGATIONS 600 W SANTA ANA BLVD Yes Yes0.069109% 552 ORANGE COUNTY REPORTER 600 W SANTA ANA BLVD Yes Yes 0.305448% 751j0,12 DATA AS OF 11/30/2018 Intent to Levy BID Assessment List EXHIBIT 1 Weighted Protest Value Number Business Name Business Address BIDAres BID Eligible (% of 100% Total) 553 M C D G EN ERAL SERVICES 600 W SANTA ANA BLVD Yes Yes 0.052848% 554 DANTE'S COFFEE &TEA 600 W SANTAANA BLVD UNIT# 100 Yes Yes 0.19513291. 555 SANTA ANA LEGAL SUPPORT, I NC 600 W SANTA ANA BLVD U N IT# 301 Yes Yes 0.049153% 556 PI -AZA CAFE &DELI 600 W SANTA ANA BLVD UNIT# 303 Yes Yes 0.130273% 557 PES -EBS, INC. 600 W SANTAANA BLVD UNIT# 107 Yes Yes 0.074653% 558 PES -EBS, INC. 600 W SANTAANA BLVD UNIT# 108109 Yes Yes 0.334829% 559 PES -EBS, INC. 600 W SANTAANA BLVD UNIT# 110 Yes Yes 0.126023% 560 FREEDOM MAILBOX 600 W SANTAANA BLVD UNIT# 114 Yes Yes 0.051740% 561 LAW OFFICE OF MACIEL & ASSOCIATES 600 W SANTA ANA BLVD UNIT# 1160 Yes Yes 0.1555885 562 LAW OFFICES OF STEPHEN I RIGGS 600 W SANTA ANA BLVD UNIT# 202 Yes Yes 0.082044% 563 LEGAL SUPPORT NETWORK, LLC 600 W SANTA ANA BLVD UNIT# 214C Yes Yes 0.082044% 564 PROHEALTH PARTNERS, A MEDICAL GROUP, INC. 600 W SANTA ANA BLVD UNIT# 214H Yes Yes 0.098305% 565 PATRICIO, HERMANSON & GUZMAN, A. P. C. 600 W SANTAANA BLVD UNIT# 700 Yes Yes 0.229502% 566 SUNNY HILLS MANAGEMENT CO. INC. 600 W SANTA ANA BLVD UNIT# 800 Yes Yes 0.123436% 567 BETTER HEALTH NETWORK MANAGEMENT. INC. 600 W SANTAANA BLVD UNIT# 802 Yes Yes 0.373633% 568 PERSONAL COURT REPORTERS 600 W SANTA ANA BLVD UNIT# 805 Yes Yes 0.1308277 569 ROLNICKI, ROLF ATTORNEY 600 W SANTA ANA BLVD UNIT# 814 Yes Yes 0.090175% 570 ROSEN, MARK S - ATTORNEY 600 W SANTA ANA BLVD UNIT# 814 Yes Yes 0.15558857 571 BARTONE, GREGORY LEE ATTORNEY 609 W SANTA ANA BLVD UNIT# 814 Yes Yes 0.082044% 572 LAW OFFICES OF JESSE A MARINO 600 W SANTA ANA BLVD UNIT# 816 Yes Yes 0.1389587 573 COUNTYWI DE SMART ROM ES 600 W SANTA ANA BLVD UNIT# 900 Yes Yes 0.174066% 574 OSM I MA, G LEN N K LAW OFFICES O 600 W SANTA ANA BLVD UNIT# 930 Yes Yes 0.082044% 575 JAW OFFICE OF RENEE GARCIA 600 W SANTA ANA BLVD UNIT# 910 Yes Yes 0.082044% 576 MUNOZ & ASSOCIATES 600 W SANTA ANA BLVD UNIT# 910 Yes Yes 0.098305% 577 CRAFTS LAW FIRM, LLP. 600 W SANTAANA BLVD UNIT# 925 Yes Yes 0.164088% 578 H&H LAW 600 W SANTAANA BLVD UNIT# 950 Yes Yes 0.0820447 579 JAW OFFICE OF DEBORAH M. VASQUEZ 600 W SANTAANA BLVD UNIT# 955 Yes Yes 0.090175% 580 SCHULMAN, THOMAS L 600 W SANTA ANA BLVD UNIT# 955 Yes Yes 0.090175% 581 WEB G ROU P CLU B, INC 600 W SANTA ANA BLVD UNIT# 960 Yes Yes 0.0528487 582 RIOT MEDIA, INC. 600 W SANTAANA BLVD UNIT# 960 Yes Yes 0.16039291. 583 STU DENT REPAYMENT SOLUTIONS, INC. 600 W SANTA ANA BLVD UNIT# 960 Yes Yes 0.058022% 584 CHLOE M. STATON TRUST (219 E 1ST ST) 116 N SPURGEON ST Yes Yes 0.0145D67 585 FIESTA MARKETPLACE PARTNERS 301 N SPURGEON ST Yes Yes 11.044071% 586 EL MERCADO MODERN CUISINE 301 N SPURGEON ST Yes Yes 0.297133% 587 KAIZEN SHABU 303 N SPURGEON ST Yes Yes 0.273850% 588 THE YOST-1912 305 N SPURGEON Sr Yes Yes 0.367535% 589 THEYOST 307 N SPURGEON ST Yes Yes 0.487830% 590 GUS'S WORLD FAMOUS FRIED CHICKEN 102 N SYCAMORE ST Yes Yes 0.106436% 591 QARTSALON 205 N SYCAMORE ST Yes Yes 0.100892% 592 WESTCLIFF PROPERTIES 211 N SYCAMORE ST Yes Yes 0.065783% 593 THE ACE AGENCY 221 N SYCAMORE ST Yes Yes 0.049153% 594 (MACH INC 231 N SYCAMORE ST Yes Yes 0.080935% 595 LAW OFFICE OF MICHAEL D. FRANCO 261 N SYCAMORE ST Yes Yes 0.1555885. 596 CREACIONES ALEIANDRA FOTO ESTUDIO Y BRIDAL SHOP 318 N SYCAMORE ST Yes Yes 0.082598% 597 LOMELI, ARTURO) 415 N SYCAMORE ST Yes Yes 0.013304% 598 LOMELI, ARTURO DDS 415 N SYCAMORE ST Yes Yes 0.163349% 599 DIAMOND PARKING SERVICES LLC 9SA01 416 N SYCAMORE ST Yes Yes 0.096088% 600 VITARELLI 511 N SYCAMORE ST Yes Yes 0.074838% 601 ESCAPE VR LLC 515 N SYCAMORE ST Yes Yes 0.109392% 602 SONI, NEIL (701-703) 701 N SYCAMORE ST Yes Yes 0.009239% 100% 7 -Pa'�E9ot913 75B-14 EXHIBIT 2 ROH —12/18/18 RESOLUTION NO. 2017 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA LEVYING AN ASSESSMENT FOR THE DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT FOR CALENDAR YEAR 2019 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. On February 6, 1984, the City Council, by Ordinance No. NS -1715, established the Downtown Santa Ana Business Improvement Area pursuant to California Streets and Highways Code Sections 36500, et seq. (the "BID Law"). B. On November 20, 2018, the City Council received the 2018 Annual Report for the Downtown Santa Ana Business Improvement District (the "Report"). C. On November 20, 2018, the City Council adopted Resolution 2018-079 approving the Report and setting a public hearing for December 18, 2018, at which time protests could be made to the proposed levy of the 2019 annual assessment for the Downtown Santa Ana Business Improvement District (the "Annual Assessment'). D. On December 18, 2018, at the time and place called for in Resolution 2018- 079, the City Council conducted a duly noticed public hearing at which written and oral protests to the proposed Annual Assessment were made and considered as provided in Streets and Highways Code section 36524 and 36525. E. Qualifying written protests constituting a majority of the owners of the businesses paying the Annual Assessment were not received at or before the conclusion of the public hearing. Section 2. The 2019 Assessment Report is hereby confirmed, and the levy of an assessment for the calendar year 2019 in accordance with Attachment B of the Report, a copy of which is attached hereto and incorporated herein by reference, is hereby approved. Resolution No. 2018 -XXX Page 1 of 3 75B-15 ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: SjAt:� Rya O. Hddge Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Resolution No. 2018 -XXX Page 2 of 3 2018. Miguel A. Pulido Mayor 75B-16 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2018 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Resolution No. 2018 -XXX Page 3 of 3 Clerk of the Council City of Santa Ana 75B-17 75B-18 DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT 2019 ASSESSMENT REPORT Backaround On February 6, 1984, the City Council adopted Ordinance No. NS -1715 pursuant to Section 36500, et seq., of the 1979 State of California Streets and Highways Code, creating a Business Improvement District (BID) in Downtown Santa Ana. On October 6, 2003, the City Council appointed the Community Redevelopment and Housing Commission (CRHC) as the Downtown Santa Ana Business Improvement District Advisory Board. As the BID Advisory Board, the CRHC is responsible for making recommendations to the City Council on the expenditure of revenues derived from the levy of assessments, on the classification of businesses, as applicable, and on the method and basis of levying the assessments (including the annual budget). The BID was established as a means of providing the Downtown business community with the funding to promote the Downtown through events and advertising pieces; funding to increase security and enhance the overall aesthetics of the area; and also to maintain the downtown shopping corridors. Improvement Area Boundaries The geographic boundaries of the district remain unchanged from the original 1984 area, and they include over 600 retail, service, and professional members (see Attachment A). Assessment Formula The formula for the BID tax levy also remains unchanged from the original 1984 ordinance and is based on the category and/or sales volumes of the business (see Attachment B). 2019 Budget Plan Based on the feedback from the two Associations, Downtown Inc. and the Santa Ana Business Council, the 2019 BID Budget focuses on the continuation of promotions and marketing of the BID. Some of the promotion and marketing will be focused on Downtown events and advertising pieces, which are all designed to enhance the overall aesthetics of the area and also to maintain the downtown shopping corridors. Detailed breakdowns of the two groups' budgets are attached (Attachment C). The assessments from the 2019 BID are estimated at $200,000 to be split evenly by Downtown Inc. and the Santa Ana Business Council—the two business groups that have spearheaded this BID process. Any remaining funds from the previous year will be incorporated into a reserve fund for the groups' 2019 budgets. This reserve funding may be used for additional events and promotions throughout the year. In 2019, the two representative business associations are proposing to host and/or sponsor a variety of community events and promotions, including: Artwalk (12x) Sidewalk Sales (12x) Boca de Oro: OC Arts and Literature Festival Historic Street Breakfast 150 Years Free Outdoor Film Screenings Media Summit Annual Forum Savor Santa Ana Art Round Table Downtown Spirit Awards Caged Chameleon Events Black Friday/ Small Business Saturday Soundwave Festival Bridal Expo Downtown Neighborhood Mixers Celebrating Santa Ana History Event Festival of Lights Patchwork Flashmob Contests Weekly live music on Calle Cuatro Other programming for the associations will include ongoing social media marketing, funding for the Downtown Restaurant Association, Bridal Association, Art Association, Professional Internship Programs, downtown stakeholder meetings, holiday promotions, website development and maintenance, and ongoing support for small businesses. 75B-19 I at ATTACHMENT A BUSINESS IMPROVEMENT DISTRICT BOUNDARY FLOWER ST. 4 N Z-> y MAIN ST. BUTr❑ F-1 a y BIRCH ST. F c �# 2 ��Qoo�F-1 F-1 F-1 F-1 F I F-1 F] SPURGEON F-1 ❑ 75B-20 A � c a Y Y y FRENCH ST. ATTACHMENT B 2019 ANNUAL ASSESSMENT FORMULA The following businesses located within the boundaries of the Business Improvement District (BID), classified under City Ordinance NS 1690 as Amusement Services, Pawnbrokers, Service Station and Classification A, including, but not limited to Retail Sale of Goods, Hotel and Motels, Theaters and Food Establishments, shall pay an amount equal to one and one-half times their annual business license fee. Businesses classified as Commercial Rental Property, Rental Property, Residential and Rooming House shall pay an amount equal to one-quarter times their annual business license fee. All other businesses, including Professions, Trades and Services within the boundaries of the proposed Business District, shall pay an amount equal to their annual business license fee. Once the assessment formula is established, it cannot be changed without written notice to all businesses within the boundaries of the proposed Business Improvement District and a public hearing held by the City of Santa Ana. 75B-21 ATTACHMENT C DOWNTOWN BUSINESS IMPROVEMENT DISTRICT PROPOSED BUDGETS SUMMARY 2019 OPERATING FUND REVENUE 2019 BID Assessments— Projected $200,000 Prior Year Carry Forward (Estimated) 0 TOTAL REVENUE $200,000 Downtown Inc. (DTI) Tax Revenue Assessment $100,000 Tax Expenses Personnel Cost $42,500 -- Director, Administrative Support Contractors/Professional Services $15,000 -- Event Producers, Program Coordinators, Production Staff Meetings/Stakeholders Groups/Trainings $7,500 --Restaurant Assoc., Arts Meetings, staff and Stakeholders Development Marketing/Promotions/Events $15,000 --Maps, Guides, Savor Santa Ana, Artwork Communication $12,500 --Newsletter, Social Media, Translation, Design, Videos, Photos Office/Operation/Technology $7,500 --Office Supplies, Web Hosting, Subscription Technology/Software DTI TOTAL EXPENDITURES (2019) $100,000 75B-22 Santa Ana Business Council (SABC) Tax Revenue Assessment $100,000 Tax Expenses Administration/Personnel Cost $37,000 Education, PR & Communication Consulting, Insurance, Accounting Contractors/Professional Services/Sponsorships $21,454 -- General Labor, Sub -Contract Services Meetings/Stakeholders Groups/Trainings $8,500 --Media Summit, Downtown Open Forum, Bi -Weekly Meetings, Other Marketing/Promotions/Events $10,500 --Music, Entertainment, Contract Services, Contests, Collaborative Events Communication $18,200 --Newsletter, Social Media, Translation, Design, Videos, Photos, Postcards, Flyers, T -Shirts Office/Operation/Technology $4,346 Office Supplies, Web Hosting, Subscription Technology/Software SABC TOTAL EXPENDITURES (2019) TOTAL BID EXPENDITURES 75B-23 $100,000 $200,000 75B-24 REQUEST FOR COUNCIL/ HOUSING AUTHORITY ACTION CITY COUNCIL MEETING DATE: 18, 2018 TITLE: RECEIVE AND FILE HOUSING SUCCESSOR ANNUAL REPORT FOR FY 2017-18 — LOW AND MODERATE INCOME HOUSING ASSET FUND {STRATEGIC PLAN NO. 5, 1} CITY MANAGEN EXECUTIVE DI CTOR RECOMMENDED ACTION Receive and file. HOUSING AUTHORITY ACTION Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: •:• ❑ As Recommended ❑ As Amended ❑ Ordinance on 1a Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Pursuant to the Dissolution Act, the City Council on January 9, 2012, designated the Housing Authority as the Successor Housing Agency to the dissolved Community Redevelopment Agency of the City of Santa Ana (RDA). Effective February 1, 2012, the Housing Authority retained the housing assets, duties, functions and obligations of the former RDA and continued to complete the housing development projects encumbered prior to the dissolution of the RDA. Senate Bill (SB) 341, signed by the Governor on October 1, 2013, amended the Health & Safety Code Section 34176 and addresses functions to be performed by the Housing Successor Agencies. This bill, effective January 2014, requires all housing successor agencies to provide an annual report to its governing body within six months after the end of the fiscal year, starting with FY 2013-14. Among the requirements is an independent financial audit of the Low and Moderate Income Housing Asset Fund (LMIHAF), and information regarding specific housing financial data and activities. The independent financial audit of the LMIHAF is included in the City's Comprehensive Annual Financial Report (CAFR) for FY 2017-18, as prepared by the Finance and Management Services Agency and posted on the City's website at hftps://www.santa-ana org/finance/comprehensive-annual-financial-reports-cafr-and-other- financial-reports. 80A-1 Housing Successor Annual Report FY 2017-18 December 18, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 — Community Health, Livability, Engagement & Sustainability, Objective #1, Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities. FISCAL IMPACT There is no fiscal impact associated with this action. ICY , Steven A. Mendoza Executive Director Community Development Agency sg/bz Exhibit: 1. Housing Successor Annual Report FY 2017-18 80A-2 EXHIBIT 1 HOUSING SUCCESSOR ANNUAL REPORT REGARDING THE LOW AND MODERATE INCOME HOUSING ASSET FUND FOR FISCAL YEAR 2017-2018 PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 34176.1 (f) FOR THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA This Housing Successor Annual Report (Report) regarding the Low and Moderate Income Housing Asset Fund (LMIHAF) has been prepared pursuant to California Health and Safety Code Section 34176.1(f) and is dated as of December 18, 2018. This Report sets forth certain details of the Housing Authority of the City of Santa Ana (Housing Successor) activities during Fiscal Year 2017-2018 (Fiscal Year). The purpose of this Report is to provide the governing body of the Housing Successor an annual report on the housing assets and activities of the Housing Successor under Part 1.85, Division 24 of the California Health and Safety Code, in particular sections 34176 and 34176.1 (Dissolution Law). The following Report is based upon information prepared by Housing Successor staff and information contained within the independent financial audit of the Low and Moderate Income Housing Asset Fund, as incorporated in the City of Santa Ana Comprehensive Annual Financial Report for Fiscal Year 2017-2018 (Fiscal Year) as prepared by White Nelson Diehl Evans LLP (Audit), which Audit is separate from this annual summary Report; further, this Report conforms with and is organized into sections I. through XII., inclusive, pursuant to Section 34176.1(f) of the Dissolution Law: Amount Deposited into LMIHAF: This section provides the total amount of funds deposited into the LMIHAF during the Fiscal Year. Any amounts deposited for items listed on the Recognized Obligation Payment Schedule (ROPS) must be distinguished from the other amounts deposited. 11. Ending Balance of LMIHAF: This section provides a statement of the balance in the LMIHAF as of the close of the Fiscal Year. Any amounts deposited for items listed on the ROPS must be distinguished from the other amounts deposited. III. Description of Expenditures from LMIHAF: This section provides a description of the expenditures made from the LMIHAF during the Fiscal Year. The expenditures are to be categorized. IV. Statutory Value of Assets Owned by Housing Successor: This section provides the statutory value of real property owned by the Housing Successor, the value of loans and grants receivables, and the sum of these two amounts. HOUSING AUTHORITY OF THE CITY OF SANTA WAZO3118 Page 1 V. Description of Transfers: This section describes transfers, if any, to another housing successor agency made in previous Fiscal Year(s), including whether the funds are unencumbered and the status of projects, if any, for which the transferred LMIHAF will be used. The sole purpose of the transfers must be for the development of transit priority projects, permanent supportive housing, housing for agricultural employees or special needs housing. VI. Project Descriptions: This section describes any project for which the Housing Successor receives or holds property tax revenue pursuant to the ROPS and the status of that project. VII. Status of Compliance with Section 33334.16: This section provides a status update on compliance with Section 33334.16 for interests in real property acquired by the former redevelopment agency prior to February 1, 2012. For interests in real property acquired on or after February 1, 2012, provide a status update on the project. VIII. Description of Outstanding Obligations under Section 33413: This section describes the outstanding inclusionary and replacement housing obligations, if any, under Section 33413 that remained outstanding prior to dissolution of the former redevelopment agency as of February 1, 2012 along with the Housing Successor's progress in meeting those prior obligations, if any, of the former redevelopment agency and how the Housing Successor's plans to meet unmet obligations, if any. IX. Income Test: This section provides the information required by Section 34176.1(a)(3)(B), or a description of expenditures by income restriction for five year period, with the time period beginning January 1, 2014 and whether the statutory thresholds have been met. However, reporting of the Income Test is not required until 2019. X. Senior Housing Test: This section provides the percentage of units of deed -restricted rental housing restricted to seniors and assisted individually or jointly by the Housing Successor, its former redevelopment Agency, and its host jurisdiction within the previous 10 years in relation to the aggregate number of units of deed -restricted rental housing assisted individually or jointly by the Housing Successor, its former Redevelopment Agency and its host jurisdiction within the same time period. For this Report the ten-year period reviewed is January 1, 2008 to December 31, 2017. XI. Excess Surplus Test: This section provides the amount of excess surplus in the LMIHAF, if any, and the length of time that the Housing Successor has had excess surplus, and the Housing Successor's plan for eliminating the excess surplus. XII. Inventory of Homeownership Units: This section provides an inventory of homeownership units assisted by the former redevelopment agency or the Housing Successor that are subject to covenants or restrictions or to an adopted program that HOUSING AUTHORITY OF THE CITY OF SANTA AN gI(204/18 Page 2 protects the former redevelopment agency's investment of moneys from the Low and Moderate Income Housing Fund pursuant to Section 33334.3(f). This Report is to be provided to the Housing Successor's governing body by December 31, 2018. In addition, this Report and the former redevelopment agency's pre -dissolution Implementation Plans are to be made available to the public on the City's website (https://www.santa-ana.orq/cd/oversight-board.) AMOUNT DEPOSITED INTO LMIHAF A total of $540,960 was deposited into the LMIHAF during the Fiscal Year. Of the total funds deposited into the LMIHAF, a total of $0 was held for items listed on the ROPS. II. ENDING BALANCE OF LMIHAF At the close of the Fiscal Year, the ending balance in the LMIHAF was $5,958,193 of which $250,000 is held for items listed on the ROPS. III. DESCRIPTION OF EXPENDITURES FROM LMIHAF The following is a description of expenditures from the LMIHAF by category: 751 ' I Homeless Prevention and Rapid Rehousing Services Expenditures $ 0 1 Housing Development Expenditures ➢ Expenditures on Low Income Units $ 10,848 ➢ Expenditures on Very -Low Income Units $ 0 ➢ Expenditures on Extremely -Low Income Units $ 0 Total LMIHAF Expenditures in Fiscal Year ' The independent financial audit of the LMIHAF includes an additional $6,638,677 for bad debt expenses for loans receivable, for a total expenditure of $6,803,428. 2 Including the additional item from footnote 1 above, the total LMIHAF per the audit is $6,814,276. HOUSING AUTHORITY OF THE CITY OF SANTA /80AZ57/18 Page 3 IV. STATUTORY VALUE OF ASSETS OWNED BY HOUSING SUCCESSOR IN LMIHAF Under the Dissolution Law and for purposes of this Report, the "statutory value of real property" means the value of properties formerly held by the former redevelopment agency as listed on the housing asset transfer schedule approved by the Department of Finance as listed in such schedule under Section 34176(a)(2), the value of the properties transferred to the Housing Successor pursuant to Section 34181(f), and the purchase price of property(ies) purchased by the Housing Successor. Further, the value of loans and grants receivable is included in these reported assets held in the LMIHAF. The following provides the statutory value of assets owned by the Housing Successor. As . . Fiscal Year Statutory Value of Real Property Owned by Housing Authority $ 2,855,050 Value of Loans and Grants Receivable $27,925,601 Total Value of Housing Successor Assets $30,780,651 V. DESCRIPTION OF TRANSFERS The Housing Successor did not make any LMIHAF transfers to other Housing Successor(s) under Section 34176.1(c)(2) during the Fiscal Year. VI. PROJECT DESCRIPTIONS The following is a description of project(s) for which the Housing Successor receives or holds property tax revenue pursuant to the ROPS as well as the status of the project(s): Habitat for Humanity 4110 W. McFadden was transferred to the developer in FY 2016-17 and construction of the five homes has been completed. Final sale of the homes anticipated in FY 2018-19. VII. STATUS OF COMPLIANCE WITH SECTION 33334.16 Section 34176.1 provides that Section 33334.16 does not apply to interests in real property acquired by the Housing Successor on or after February 1, 2012; however, this Report presents a status update on the project related to such real property. With respect to interests in real property acquired by the former redevelopment agency prior to February 1, 2012, the time periods described in Section 33334.16 shall be deemed to have commenced on the date that the Department of Finance approved the property as a housing HOUSING AUTHORITY OF THE CITY OF SANTA ty,tpA2p 18 Page 4 asset in the LMIHAF; thus, as to real property acquired by the former redevelopment agency now held by the Housing Successor in the LMIHAF, the Housing Successor must initiate activities consistent with the development of the real property for the purpose for which it was acquired within five years of the date the DOF approved such property as a housing asset. The following provides a status update on the real property or properties housing asset(s) that were acquired prior to February 1, 2012 and compliance with five-year period: The following provides a status update on the project(s) for property or properties that have been acquired by the Housing Successor using LMIHAF on or after February 1, 2012: VIII. DESCRIPTION OF OUTSTANDING OBLIGATIONS PURSUANT TO SECTION 33413 Replacement Housing: According to the FY 2010 — FY 2015 Implementation Plan for the former redevelopment agency, the following replacement housing obligations were transferred to the Housing Successor: HOUSING AUTHORITY OF THE CITY OF SANTA /80rA 2Cf7/18 Page 5 Deadline Date of Initiate Development Address.. Remnant parcels at 10/30/02 02/14/18 Included in Request for Spurgeon & E. 22"a St. Proposals #18-056 for the development and/or sale of the site 801, 809 8.8091/2 E. 07/29/09 02/14/18 Included in Request for Santa Ana Blvd. Proposals #18-056 for the development and/or sale of the site 826 N. Lacy 07/29/09 02/14/18 Included in Request for Proposals #18-056 for the development and/or sale of the site 1126 & 1146 Washington 09/05/07 02/14/18 Included in Request for Proposals #18-056 for the development and/or sale of the site The following provides a status update on the project(s) for property or properties that have been acquired by the Housing Successor using LMIHAF on or after February 1, 2012: VIII. DESCRIPTION OF OUTSTANDING OBLIGATIONS PURSUANT TO SECTION 33413 Replacement Housing: According to the FY 2010 — FY 2015 Implementation Plan for the former redevelopment agency, the following replacement housing obligations were transferred to the Housing Successor: HOUSING AUTHORITY OF THE CITY OF SANTA /80rA 2Cf7/18 Page 5 One (1) very -low income five -bedroom unit was removed in 2005. The replacement housing obligation transferred to the Housing Successor was fulfilled in a previous fiscal year with the WBBB project that accommodated a five -bedroom unit within the site. At the end of Fiscal Year 2017-2018, the Housing Successor has met all replacement housing obligations transferred from the former redevelopment agency. Inclusionary/Production Housing. According to the FY 2010 — FY 2015 Implementation Plan for the former redevelopment agency, no Section 33413(b) inclusionary/production housing obligations were transferred to the Housing Successor. The former redevelopment agency's Implementation Plans are posted on the City's website at hftps://www.santa- ana.or_q/cd/oversight-board. IX. EXTREMELY -LOW INCOME TEST Section 34176.1(a)(3)(B) requires that the Housing Successor must require at least 30% of the LMIHAF to be expended for development of rental housing affordable to and occupied by households earning 30% or less of the AMI. If the Housing Successor fails to comply with the Extremely -Low Income requirement in any five-year report, then the Housing Successor must ensure that at least 50% of the funds remaining in the LMIHAF be expended in each fiscal year following the latest fiscal year following the report on households earning 30% or less of the AMI until the Housing Successor demonstrates compliance with the Extremely -Low Income requirement. This information is not required to be reported until 2019 for the 2014 — 2019 period. X. SENIOR HOUSING TEST The Housing Successor is to calculate the percentage of units of deed -restricted rental housing restricted to seniors and assisted by the Housing Successor, the former redevelopment agency and/or the City within the previous 10 years in relation to the aggregate number of units of deed -restricted rental housing assisted by the Housing Successor, the former redevelopment agency and/or City within the same time period. If this percentage exceeds 50%, then the Housing Successor cannot expend future funds in the LMIHAF to assist additional senior housing units until the Housing Successor or City assists and construction has commenced on a number of restricted rental units that is equal to 50% of the total amount of deed -restricted rental units. The following provides the Housing Successor's Senior Housing Test for the 10 year period of January 1, 2008 to December 31, 2017: HOUSING AUTHORITY OF THE CITY OF SANTA PM f/K IW118 Page 6 A. EXCESS SURPLUS TEST Excess Surplus is defined in Section 34176.1(d) as an unencumbered amount in the account that exceeds the greater of one million dollars ($1,000,000) or the aggregate amount deposited into the account during the Housing Successor's preceding four Fiscal Years, whichever is greater. The following provides the Excess Surplus test for the preceding four Fiscal Years: 3 The FY 2015/16 beginning balance is restated due to the reclassification of the long-term loans receivable from deferred inflows of resources, unavailable revenue, to an allowance for uncollectible accounts. HOUSING AUTHORITY OF THE CITY OF SANTA)8o I�' 297/18 Page 7 FY i i2017118 Beginning Balance $17,996,580 $48,615,116 $46,541,115 $42,936,847 Add: Deposits $2,329,877 $312,836 $138,585 $540,960 (Less) Expenditures $950,279 $2,386,837 $3,742,853 $6,814,276 Ending Balance $19,376,178 $46,541,115 $42,936,847 $36,663,531 3 The FY 2015/16 beginning balance is restated due to the reclassification of the long-term loans receivable from deferred inflows of resources, unavailable revenue, to an allowance for uncollectible accounts. HOUSING AUTHORITY OF THE CITY OF SANTA)8o I�' 297/18 Page 7 The LMIHAF does not have an Excess Surplus. (Refer to calculation below.) Fund Balance — June 30, 2017 $42,936,847 Less Unavailable Amounts: Advance to private -purpose trust fund ( 532,601) Community development ( 39,549,196) Land held for resale ( 2,855,050) Available Low Income Housing Funds Limitation (Greater of $1,000,000 or Four Years Deposits): Aggregate amounts deposited for preceding four fiscal years 2014-2015 2,329,877 2015-2016 312,836 2016-2017 138,585 2017-2018 540,960 Total deposits for the preceding four fiscal years 3,322,258 Base limitation 1,000,000 Greater Amount 3,322,258 Computed Excess Surplus — June 30, 2018 $ XII. INVENTORY OF HOMEOWNERSHIP UNITS (A) As of June 30, 2018, there was a total of 52 homeownership units and 796 rental units subject to covenants or restrictions. Of this total, all 848 units had affordability restrictions. (B) Since February 1, 2012, the number of units lost to the portfolio is 25; 14 single family units and 11 multi -family residential units. (C) There were no funds returned to the Housing Successor as part of an adopted program that protects the former redevelopment agency's investment of moneys from the former Low and Moderate Income Housing Fund in FY 2017-18. (D) The Housing Authority of the City of Santa Ana has not contracted with any outside entity for the management of the units. HOUSING AUTHORITY OF THE CITY OF SANTA M211fi18 Page 8