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FULL PACKET_2012-08-20
MINUTES OF THE SPECIAL MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA CALLED TO ORDER ATTENDANCE PLEDGE OF ALLEGIANCE AUGUST 1, 2012 COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 4:44 P.M. (Pursuant to SAMC 2-101 due to unavailability of Mayor and Mayor Pro Tem). Martinez, Sarmiento and Tinajero (4) Clerk of the Council Huizar called the Council Meeting to order with quorum established thru presence of Councilmembers Benavides, Motion made by Councilmember Martinez, seconded by Councilmember Sarmiento to elect Councilmember Benavides as Chair. Motion approved 4-0 (Alvarez, Bustamante, and Pulido absent). COUNCILMEMBERS Present: P. DAVID BENAVIDES MICHELE MARTINEZ VINCENT F. SARMIENTO SAL TINAJERO COUNCILMEMBERS Absent: MIGUEL PULIDO, Mayor CLAUDIA C. ALVAREZ, Mayor Pro Tern CARLOS BUSTAMANTE STAFF Present: PAUL M. WALTERS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council COUNCILMEMBER BENAVIDES CITY COUNCIL MINUTES 1 AUGUST 1, 2012 1 0A-1 PUBLIC COMMENTS • Glen Stroud, resident of Riverview Neighborhood, supports proposed Charter amendment to be consistent with City Council term limits; suggested Mayor term be total of 12 years; noted that issue had be proposed by Charter Review Committee. • Albert Castillo, supports term limits; supports the two (2) 4-year term option. • Jeff Dickman, resident of Historic French Park neighborhood, represents Coalition for Better Government, spoke in support of proposed measure; would prefer Mayor and Council terms be same, but of options offered supports two (2) 4-year terms. • Rob Cook, does not believe in term limits; measure would be a set-back to pre-1986. • Tish Leon, applauded the City Council for considering measure; supports two (2) 4- year terms. BUSINESS CALENDAR REPORT 65A SUBMISSION TO THE VOTERS AT THE NOVEMBER 6, 2012 GENERAL MUNICIPAL ELECTION: QUESTIONS RELATING TO CHANGES IN THE CITY CHARTER REGARDING OFFICE OF MAYOR Council discussion ensued. Councilmember Martinez thanked staff for expedience in agendizing the matter; time sensitive matter that requires action soon since OC Registrar of Voter's Office has August 10, 2012 deadline; on-going dialogue on matter for many years; reviewed options; opined that proposed amendment would bring balance to the City Council. City Attorney Carvalho clarified option 3 and noted that Mayor would serve at the pleasure of the City Council. Also, any of the options would allow Mayor to serve as City Councilmember for 12 years. Councilmember Sarmiento also thanked staff for expedience; proposed amendment allows the voters to decide; various options offered by the Ad Hoc Committee for City Council consideration; noted that U.S. President and State Legislators have term limits and allows for new vision and perspective; favored option 1 that does not disrupt current office and is consistent with other cities of similar size. Councilmember Tinajero concerned with Option 3 because law would be in effect in 2014; asked the City Attorney if separate election for Mayor could be held in June of even number years to allow City Councilmembers to seek the Mayor seat; requested a recess to allow staff to investigate possibility of June Primary Election for Mayor seat. CITY COUNCIL MINUTES 2 AUGUST 1, 2012 1 0A-2 COUNCIL RECESSED AT 5:28 P.M. AND RECONVENED AT 5:38 P.M. WITH SAME MEMBERS PRESENT. City Attorney Carvalho indicated that June Primary Election is an option, but would require a Special election either consolidated or stand alone and could cost more than $300,000 for said election. Furthermore, the first election would extend the term of the incumbent mayor until June, 2016 rather than end in November, 2014. Councilmember Sarmiento made motion to approve option 1 and amend language to include a cap of twenty (20) consecutive years in office - 8 years as mayor and 12 years as Councilmember. MOTION: 1. Adopt a resolution as amended. RESOLUTION NO. 2012-034 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA GIVING NOTICE OF A THE CITY'S GENERAL MUNICIPAL ELECTION TO BE HELD IN THE CITY OF SANTA ANA ON NOVEMBER 6, 2012 FOR THE SUBMISSION OF QUESTIONS TO THE VOTERS RELATING TO CHANGES IN THE CITY'S CHARTER CONCERNING THE OFFICE OF MAYOR. 2. Adopt a resolution. RESOLUTION NO. 2012-035 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING COUNCILMEMBERS TO FILE WRITTEN ARGUMENTS FOR OR AGAINST THE VARIOUS PROPOSED CHARTER AMENDMENTS. 3. Direct the Clerk of the Council to prepare guidelines for preparation of arguments for or against the proposed Charter amendments, fix the date for the submission of direct arguments and rebuttal arguments, and post the notice for the argument process in accordance with the provisions of the California State Elections Code. 4. Authorize the City Attorney to prepare an Impartial Analysis for the Charter amendment submitted to the voters as proposed. 5. Adopt a resolution as amended. RESOLUTION NO. 2012-036 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SETTING FORTH THE LANGUAGE OF A BALLOT TITLE FOR A CITY CHARTER AMENDMENT REGARDING THE OFFICE OF MAYOR TO BE INCUDED ON THE BALLOT FOR THE 2012 GENERAL MUNICIPAL ELECTION CITY COUNCIL MINUTES 3 AUGUST 1, 2012 1 0A-3 MOTION: Sarmiento SECOND: Tinajero AYES: Benavides, Martinez, Sarmiento, Tinajero (4) NOES: None (0) ABSTAIN: None (0) ABSENT: Alvarez, Bustamante, Pulido (3) COMMENTS 90A CITY MANAGER'S COMMENTS - None 90B CITY COUNCILMEMBER COMMENTS Councilmember Tinajero: • Commented on need to change infrastructure; • Takes pride in allowing voters to decide; and • Encouraged all to vote. Councilmember Sarmiento: • Thanked residents who addressed the City Council on matter and colleagues for voting to place on the Ballot. Councilmember Martinez: • Noted that it was important for voters to ultimately decide on the matter, and • Thanked staff for efforts. Councilmember Benavides: • Commented that matter is not a new topic; and • Thanked City Council for bringing matter before the voters for consideration. ADJOURNED- 5:55 PM - The next meeting of the City Council is scheduled for Monday, August 6, 2012 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. CITY COUNCIL MINUTES 4 AUGUST 1, 2012 1 0A-4 MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA AUGUST 6, 2012 CLOSED SESSION MEETING CALLED TO ORDER ATTENDANCE PUBLIC COMMENTS - None COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:12 P.M. COUNCILMEMBERS Present: MIGUEL PULIDO, Mayor CLAUDIA C. ALVAREZ, Mayor Pro P. DAVID BENAVIDES CARLOS BUSTAMANTE MICHELE MARTINEZ COUNCILMEMBERS Absent: VINCENT F. SARMIENTO SAL TINAJERO Tern (5:13 p.m.) STAFF Present: PAUL M. WALTERS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:13 p.m. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1A CONFERENCE WITH LEGAL COUNSEL--EXISTING LITIGATION pursuant to Government Code Section 54956.9(a) ¦ Associate Retired Members of the Santa Ana Fireman's Benevolent Association et al vs. The Santa Ana Fireman's Benevolent Association et al, OCSC Case no. 30-2012-00583915-CU-JR-CXC CITY COUNCIL MINUTES 1 0B-1 AUGUST 6, 2012 ¦ Jeremiah Parra and Areli Castillo v. City of Santa Ana, et al., United States District Court, SACV 11-00855 JVS(ANx) ¦ City of Santa Ana v. San Fiesta Limited Partnership, et al; OCSC Case No. 30-2010-00431228 (Property Located at the South East Corner of Bristol and 17th Street) 1B CONFERENCE WITH LEGAL COUNSEL--ANTICIPATED LITIGATION pursuant to Government Code Section 54956.9(b) • Interlnsurance Exchange of Automobile Club re: Rachel Camacho Claim No. 2012-045 • Downtown Santa Ana Community Management District litigation 1C CONFERENCE WITH LEGAL COUNSEL-INITIATION OF LITIGATION pursuant to Government Code Section 54956.9(c) • Anticipated litigation against Saddleback Inn, LLC and The Elks Building Association of Santa Ana regarding the property located at 1660 East First Street, Santa Ana. • Time Warner Franchise Audit *Councilmember Bustamante left the meeting at 5:53 p.m. and did not return CLOSED SESSION REPORT - See Item 19A. for Report. ADJOURNED THE CLOSED SESSION MEETING AT 5:53 P.M. AND CONVENED TO THE REGULAR OPEN MEETING CITY COUNCIL MINUTES 2 AUGUST 6, 2012 1 0B-2 REGULAR OPEN SESSION CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:04 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL PULIDO, Mayor CLAUDIA C. ALVAREZ, Mayor Pro Tern P. DAVID BENAVIDES MICHELE MARTINEZ COUNCILMEMBERS Absent: CARLOS BUSTAMANTE VINCENT F. SARMIENTO SAL TINAJERO PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS STAFF Present: PAUL M. WALTERS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council MAYOR PULIDO JACK ABEELEN, POLICE CHAPLAIN PROCLAMATION presented by MAYOR PULIDO to Bowers Museum for their exceptional service programs and commitment to promote arts and culture in our community. CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER DAVID BENAVIDES to the Sponsors - AT&T; AYSO Region #517-13; C&C Development Co. Inc.; Casa De Santiago Neighborhood Association; Chase Development; Constitution & Country; Fainbarg Family; Gay Neighbors, Family & Friends; Graffiti Protective Coatings; Santa Ana Police Officers Association; TNT Fireworks; Vietnam War Museum; Ware Disposal Inc., Waste Management and to the Santa Ana Independence Day Celebration Committee for the Independence Day Celebration held on July 1, 2012 at Centennial Park. CITY COUNCIL MINUTES 3 AUGUST 6, 2012 1 0B-3 CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER DAVID BENAVIDES recognizing Santanero Zine founder Eric Cocoletzi for creating a publication to highlight and promote the arts, talent, and culture in Santa Ana. CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER MICHELE MARTINEZ to community activist Don Cribb, a pioneer in envisioning Santa Ana as a regional art center. CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER MICHELE MARTINEZ to Katrina Linden for receiving the Dennis John Heid Foundation Scholarship awarded to one Santa Ana High School student each year. CLOSED SESSION REPORT City Attorney Carvalho reported on items on the Closed Session Agenda. See Agenda Item 19A for report. PUBLIC COMMENT • Eric Cocoletzi, founder of Santanero Zine commented on recent incident at neighborhood meeting. • Frank Mitchell, III, urged the City Council to approve a one-year moratorium on code enforcement; opined that some building regulations unfairly target home owners. • Francisco Adame, homeowner, requested a pardon for building non-permitted structure to his home. • Andrea Adame, wife of Francisco Adame, apologized (for building without permit); noted that daughter and her family live in add-on unit. • Cynthia Briviesca, daughter of Mr. Adame, asked the City Council to allow her family to keep built-on unit. • John Raya, founder of TKO Santa Ana, provided update on Alexis Rocha who recently won the Jr. Olympics Championship in Alabama and in July went to Russia to compete and won silver medal; invited all to fundraiser to meet Luis Ramos at El Zocalo Restaurant on August 12tH • Rick Niedermayer, invited all to opening ceremony for soccer league; commented on successful Fourth of July event on July 16t • Dave Hoen, invited all to OC Pride Parade and Festivities on Saturday, August 11th from 12 noon to 10 p.m.; thanked City staff for assistance; and Morrison Park will be hosting concert on August 25th and invited all to attend. • Madeline Spencer, representative for Occupy OC, spoke in support of sunshine ordinance; need to comply with spirit and intent of the law. • Alvaro Sosa, member of SACReD, spoke in support of need for sunshine ordinance. • Meredith Porras, urged the City Council to approve sunshine ordinance to build trust; spoke about Jerome Community Learning Garden that allows residents to make better and more informed choices. • Laura Garibay, noted that she was hoping the City Council would have had sunshine ordinance on agenda for consideration. CITY COUNCIL MINUTES 4 AUGUST 6, 2012 1 0B-4 • America Bracho, representing Latino Health Access, spoke in support and need for sunshine ordinance to increase participation in decision making process. • Alicia Rojas, thanked the City Council for attending Santora Celebration; congratulated Santaneros and Don Cribb for support of the arts, and also spoke in support of sunshine ordinance. • Sam Romero, invited all to view mural that honors all GI's at Logan Neighborhood; commented on Park Santiago Neighborhood Meeting attended by Eric Cocoletzi; urged the City Council to disestablish PBID. • Jeff Dickman, spoke on recent decision by the City Council to place Charter Amendment on mayoral term limits; and spoke in support of sunshine ordinance. • Irma Macias, invited all to attend the National Night Out; thanked staff for supporting the Valley High School Automotive Academy, and requested fundraising assistance to send the father of 2012 Olympic Athlete Jesse Ruiz to London. • Rolando Ruiz, father of Jesse Ruiz, thanked all for support. • Louie Olivos, recently attended Wilshire Square concert; on June 1St attended Hollywood premiere as part of the independent film festival Dances With Films for "Delusions of Grandeur" movie; will be attending the Tribeca Film Festival; commented on the death and achievements of actress Lupe Ontiveros. • Salim Assid Arreola, thanked Rocco's Truck Van and Four Wheel for service; requested crosswalk and street light at Cesar Chavez Park. CONSENT CALENDAR ITEMS MOTION: Approve Consent Calendar Items 10A through 25E with the following modifications: Excuse the absence of Councilmembers Sarmiento and Tinajero from the City Council and Housing Authority Meetings; and Councilmember Martinez pulled Agenda Items 11A, 19E and 25A for separate discussion. MOTION: Benavides SECOND: Alvarez VOTE: AYES: Alvarez, Benavides, Martinez, Pulido (4) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento, Tinajero, Bustamante (3) Items removed for separate action or modified are highlighted. Separate actions show the actual vote. Items without votes are adopted as part of the consent motion. CITY COUNCIL MINUTES 5 AUGUST 6, 2012 1 0B-5 ADMINISTRATIVE MATTERS MINUTES 10A MINUTES FROM THE REGULAR MEETING OF JULY 16, 2012 - Clerk of the Council Office MOTION: Approve Minutes. ORDINANCES/SECOND READING In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on first reading, such abstention will also be reflected in the minutes for second reading. 11A ORDINANCE TEMPORARILY DEFERRING COLLECTION OF DEVELOPMENT IMPACT FEES - Planning and Building Agency Placed on first reading at the July 16, 2012 City Council meeting and approved by a vote of 6-0 (Bustamante absent) Published in the Orange County Reporter on July 20, 2012. Councilmember Martinez noted for the record that the BIA has submitted a letter of support. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS-2836 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO TEMPORARILY SUPERSEDE CERTAIN PROVISIONS OF THE SANTA ANA MUNICIPAL CODE AND TO PERMIT DEVELOPERS TO DEFER PAYMENT OF CERTAIN DEVELOPMENT IMPACT FEES MOTION: Benavides SECOND: Alvarez VOTE: AYES: Alvarez, Benavides, Martinez, Pulido (4) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento, Tinajero, Bustamante (3) BOARDS / COMMISSIONS / COMMITTEES CITY COUNCIL MINUTES 6 AUGUST 6, 2012 1 0B-6 13A COUNCIL COMMITTEE REPORTS - Police Department MOTION: Receive and file the Public Safety Committee Minutes of January 24, 2012 and April 24, 2012. MISCELLANEOUS ADMINISTRATION 19A 19B 19C 19D CLOSED SESSION REPORT - City Attorney's Office MOTION: Approved the following items in Closed Session by a 5-0 vote (Sarmiento and Tinajero): ¦ Settlement agreement in the amount of $320,000 in the matter of City of Santa Ana v. San Fiesta Limited Partnership, et al: OCSC Case No. 30-2010-00431228 (Property Located at the South East Corner of Bristol and 17th Street). ¦ Settlement agreement in the amount of $5,895.29 in the matter of Interlnsurance Exchange of Automobile Club re: Rachel Camacho Claim No. 2012-045. 1 ¦ Settlement in which the City will receive $450,000 in the matter of Time Warner Franchise Audit. ¦ Authorized the City Attorney's Office to work on a receivership injuction involving the Saddleback Inn Property. EXCUSED ABSENCES MOTION: Excuse the Absence of Councilmembers Sarmiento and Tinajero from the August 6, 2012 City Council meeting. DESTRUCTION OF OBSOLETE CITY RECORDS - City Manager's Office MOTION: Approve the requests for the destruction of obsolete records from various City departments in accordance with the retention schedule outlined in City Council Resolution 2006-045. QUARTERLY REPORT OF INVESTMENTS AS OF JUNE 30, 2012 - Finance & Management Services MOTION: Receive and file. CITY COUNCIL MINUTES 7 AUGUST 6, 2012 1 0B-7 19E DOWNTOWN SANTA ANA COMMUNITY MANAGEMENT DISTRICT ANNUAL REPORT - Community Development Agency At the July 16, 2012 City Council meeting item did not have a quorum for matter to be considered. Item tabled until eligible quorum available to consider the matter. BUDGETARY MATTERS SPECIFICATIONS - PURCHASE OF EQUIPMENT AND SERVICES MOTION: Award in accordance with Request for Council Action. (Items 22A through 22C) 22A SPEC. NO. 12-049 - BLOOD AND BREATH TECHNICIAN SERVICES - Award a contract to California Forensic Phlebotomy, Inc., for a two-year period, with provision for three, one-year renewals in an annual amount not to exceed $100,000 (Police Department) - Finance & Management Services 22B SPEC. NO. 11-012 - MAINTENANCE AND SERVICE OF CHILLERS, COMPRESSORS AND HEATING, VENTILATION AND AIR- CONDITIONERS (HVAC) - Renew the contracts for a one-year period in an annual aggregate amount not to exceed $130,000 with the vendors listed below - Finance & Management Services Vendor Location ACCO Engineered Systems Costa Mesa Johnson Controls Whittier 22C SPEC. NO. 12-047 - TRAFFIC LINE PAINTING AND TRAFFIC SIGN MAINTENANCE - Award a contract to Orange County Striping Service, Inc. for a one-year period with provision for three one-year renewals in an annual amount not to exceed $425,275 (Public Works Agency) - Finance & Management Services AGREEMENTS 25A FEDERAL GOVERNMENT LIAISON SERVICES - CITY MANAGER'S OFFICE, CITY COUNCIL MINUTES 8 AUGUST 6, 2012 1 0B-8 Continued from the July 2, 2012 City Council meeting by a vote of 6-0 (Bustamante absent). SUBSTITUTE MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with The Ferguson Group for an annual amount not to exceed $75,000, subject to non-substantive changes approved by the City Manager and City Attorney. MOTION: Alvarez SECOND: Pulido Motion failed. ORIGINAL MOTION: Continue consideration of matter for 2 weeks to the August 20, 2012 City Council Meeting. MOTION: Martinez SECOND: Benavides Motion failed. Agenda Item to be agendized at the next regular meeting of August 20, 2012. MOTION: Authorize the City Manager and Clerk of the Council to execute the following agreements, subject to non-substantive changes approved by the City Manager and City Attorney and/or actions as noted on the Request for Council Action report. (Item 25B through 25E) 25B AGMT NO. 2012-169 - AMENDMENT - REWIRE STREET LIGHT SYSTEM ON BROADWAY AND SYCAMORE STREET - With Macadee Electrical Construction, Inc. in an amount of $50,000 - Public Works Agency 25C AGMT NO. 2012-170 - EMPLOYEE GROUP INSURANCE RENEWALS FOR LONG TERM DISABILITY, MEDICAL, DENTAL, VISION, EMPLOYEE ASSISTANCE, EMPLOYEE GROUP LIFE AND ACCIDENTAL DEATH AND DISMEMBERMENT INSURANCE - Personnel Services Agency 25D AGMT NO. 2012-171 - COMMERCIAL REAL ESTATE LEASING SERVICES AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER - With CIBA Real Estate for a commission-based compensation in a total amount not to exceed $60,000 with an additional 15% contingency - Public Works Agency CITY COUNCIL MINUTES 9 AUGUST 6, 2012 1 0B-9 25E AGMT NO. 2012-172 - PARKING MANAGEMENT PLAN CONSULTING SERVICES FOR THE SANTA ANA REGIONAL TRANSPORTATION CENTER (SARTC) - With the IBI Group in an amount not to exceed $$58,010 - Public Works Agency **END OF CONSENT CALENDAR** BUSINESS CALENDAR ITEMS RECESSED THE CITY COUNCIL MEETING AT 7:45 P.M. CONVENED A JOINT PUBLIC HEARING OF THE CITY COUNCIL AND THE HOUSING AUTHORITY 80A JOINT PUBLIC HEARING - MORTGAGE REVENUE BOND INDUCEMENT AND TEFRA ON ISSUANCE OF TAX-EXEMPT BONDS WITH WASHINGTON PLACE MANAGEMENT, LLC - Community Development Agency Legal Notice published in the Orange County Register on July 23, and July 30, 2012. Chair Pulido opened the Public Hearing. There were no speakers and the Hearing closed. MOTION: 1. Hold a TEFRA (Tax Equity and Financial Responsibility Act) Hearing in consideration of the issuance of multi-family housing revenue bonds by the Housing Authority of the City of Santa Ana for the purpose of financing the acquisition and rehabilitation of 1401 N. Flower Street by Washington Place Management, LLC. 2. Adopt a resolution. RESOLUTION NO. 2012-037 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS BY THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA FOR THE PURPOSE OF FINANCING THE ACQUISITION AND REHABILITATION OF MULTIFAMILY RENTAL HOUSING MOTION: Alvarez SECOND: Benavides CITY COUNCIL MINUTES 10 AUGUST 6, 2012 1 0B-10 VOTE: AYES: Alvarez, Benavides, Martinez, Pulido (4) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento, Tinajero, Bustamante (3) RECONVENED TO THE CITY COUNCIL MEETING AT 7:46 P.M. WITH SAME MEMBERS PRESENT COUNCIL AGENDA ITEMS Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. 85A OBSOLETE RECORDS (Mayor Pro Tem Alvarez) Mayor Pro Tern Alvarez requested a report on the City's records retention and destruction policy. CITY COUNCIL MEETING RECESSED TO THE HOUSING AUTHORITY MEETING AT 7:47 P.M. AND RECONVENED AT 7:49 P.M. WITH SAME MEMBERS PRESENT Mayor Pulido and Councilmember Martinez declared conflicts of interest on Agenda Item 85B and recused themselves. They left the dais. Mayor Pro Tern Alvarez assumed the Chair, with Councilmember Benavides remaining. A quorum of the Santa Ana City Council was not present. CITY COUNCIL MINUTES 11 AUGUST 6, 2012 1 0B-11 ADJOURNED- Maria D. Huizar, Clerk of the Council 7:48 P.M. - the Regular Meeting of August 6, 2012 was adjourned due to lack of quorum. The next meeting of the City Council is scheduled for Monday, August 20, 2012 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. at the Heritage Museum of Orange County, 3101 W. Harvard St., Santa Ana, California. 85B ADDRESS PROPERTY AND BUSINESS IMPROVEMENT DISTRICT ("PBID") ISSUES AND CONCERNS INCLUDING BUT NOT LIMITED TO PROCESS FOR DISESTABLISHMENT, AMENDING RESOLUTION TO ADD PROCESS FOR DISESTABLISHMENT BY PROPERTY OWNERS, HOLDING ADVISORY ELECTION, AND SETTING PUBLIC HEARING FOR DISESTABLISHMENT (Mayor Pro Tern Alvarez) Continued from the August 24, September 19, October 3, October 17, 2011, November 7, 2011, and July 2, 2012 City Council meetings. At the July 2, 2012 City Council meeting item did not have a quorum for matter to be considered. At the request of Mayor Pro Tern Alvarez, public comments on Item 85B proceeded with the following members and staff present: Mayor Pro Tern Alvarez, Councilmember Benavides, City Manager Walters, City Attorney Carvalho, and Clerk of the Council Huizar Discussion on Item 85A concluded at 8:01 p.m. CITY COUNCIL MINUTES 12 AUGUST 6, 2012 1 0B-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2012 TITLE: APPROPRIATION ADJUSTMENT ACCEPTING REAL ESTATE FRAUD TRUST FUNDING CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1st Reading ? Ordinance on 2Id Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Approve the Appropriation Adjustment recognizing Orange County Real Estate Fraud Trust funds of $18,000 into Police Special Revenue account (account no. 02414002-57400) and appropriate same into the Police Special Revenue - General expenditure account (account no. 02414400 61040) for the reimbursement of costs associated with investigating real estate fraud. DISCUSSION Pursuant to Government Code 27388, the Orange County Real Estate Fraud Trust Committee, in conjunction with the Orange County District Attorney's Office was created to administer funds to local cities to support their efforts to investigate real estate fraud crimes. Recently, the Santa Ana Police Department was awarded $18,000 to fund salary and overtime costs of investigators handling these cases. Under the terms of this award, the Police Department is required to provide detailed accounting of all funds and provide statistics on the number of investigations and arrests that resulted from the use of these funds. FISCAL IMPACT Approval of the appropriation adjustment with the acceptance of these funds will increase the City's Police Special Revenue Account (account #02414002-57400) in the amount of $18,000, and will increase the same into the Police Special Revenue - General overtime expenditure account (account no. 02414400 61040). APPROVED AS TO FUNDS AND ACCOUNTS: Carlos Rojas Deputy Chief Police Department Francisco Gutierrez Executive Director Finance & Mgmt Services Agency 20A-1 20A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2012 TITLE: APPROPRIATION ADJUSTMENT ACCEPTING FY 2011/12 SUPPLEMENTAL LAW ENFORCEMENT SERVICES FUND CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on Vt Reading ? Ordinance on 2?d Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Approve the appropriation adjustment recognizing FY 2011/12 Supplemental Law Enforcement Services Funds in the amount of $275,138.44 into the revenue account (account no 12814002- 52026) and appropriate same into the expenditure accounts (account nos.12814407-61040). DISCUSSION The State of California provides grant funding to state law enforcement agencies through the Supplemental Law Enforcement Services Fund (SLESF). This program requires that funding be allocated to counties and cities in accordance with specific requirements for front-line law enforcement services. Front-line law enforcement typically includes community oriented policing projects and special law enforcement activities that require use of additional police officers in specially targeted saturation areas. Total funding allocation is based on annual estimated population figures for respective counties and cities. Based on Santa Ana's estimated population figures for 2011, the Police Department has received a FY 2011/12 SLESF award of $275,138.44. This is the sixteenth year the Police Department has received funding from the State of California through this program. On September 6, 2011, Council approved the proposed expenditure plan for the FY 2011/12 SLESF. The Police Department proposes to utilize this funding for enforcement activities including gang suppression, cruiser enforcement, and career criminal apprehension. FISCAL IMPACT Approval of the appropriation adjustment will increase revenues in the SLESF FY 2011/12 Year 16 revenue account (account no. 12814002-52026) by $275,138.44 and increase the same into the expenditure accounts (account nos.12814407-61040). Carlos Rojas Deputy Chief Police Department APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 20B-1 20B-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2012 TITLE: APPROPRIATION ADJUSTMENT ACCEPTING ADDITIONAL FY2011 HOMELAND SECURITY GRANT PROGRAM FUNDS CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 151 Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Approve an Appropriation Adjustment recognizing additional FY 2011 Urban Areas Security Initiative funds in the amount of $300,000 in revenue account (account no. 12514002-52001) and appropriate same in the FY 2011 Urban Areas Security Initiative Program Grant expenditure accounts (account no. 12514407-various). DISCUSSION The United States Department of Homeland Security has developed the Urban Areas Security Initiative funding program (UASI). UASI provides funds to local emergency first responders to enhance security and overall preparedness to prevent, respond to, and recover from acts of terrorism. The grant specifically provides funding for anti-terror equipment, planning, training, exercises and technical assistance. In FY 2006 the United States Department of Homeland Security combined the Anaheim UASI and the Santa Ana UASI into a single Urban Area. The City of Santa Ana will continue to be designated as an Urban Area Core City and will share grant administrative responsibilities with the City of Anaheim. In September of 2011 the City of Santa Ana was awarded $7,421,142 in UASI grant funds. In July of 2012, the California Emergency Management Agency (CaIEMA) identified the City of Santa Ana to receive additional FY2011 Homeland Security Grant Program (HSGP) funds in the amount of $300,000 for use in supporting the Orange County intelligence Assessment Center (OCIAC). FISCAL IMPACT Approval of the Appropriation Adjustment will increase revenues in the FY 2011 UASI Grant account (account no. 12514002-52001) by $300,000 and appropriate same in the FY 2011 UASI Grant expenditure accounts (account no. 12514407-various). 20C-1 Homeland Security Grant Program August 20, 2012 Page 2 APPROVED AS TO FUNDS AND ACCOUNTS: Carlos Rojas Deputy Chief Police Department Francisco Gutierrez Executive Director Finance & Mgt. Services Agency 20C-2 EDMUND G. BROWN JR. GOVERNOR July 13, 2012 Mr. Paul Walters Anaheim/Santa Ana UASI 60 Civic Center Plaza Santa Ana, CA 92702 Cal EMA CALIFORNIA EMERGENCY MANAGEMENT AGENCY SUBJECT: IDENTIFICATION FOR FUNDING Fiscal Year (FY) 2011 Homeland Security Grant Program (HSGP) Cal EMA ID# 059-95010, Grant #2011-SS-0077 Dear Mr. Walters: MARK S. GHILARDUCCI SECRETARY The California Emergency Management Agency (Cal EMA) has identified the project named below to receive an allocation of $300,000 in FY201 1 HSGP grant funds. In order to accomplish this transfer of funds, Cal EMA will need to receive and approve the application documents and a final budget for the project. The project identified above is the only project to be considered for funding. Alternate projects will not be considered. Project Funding Source Amount Project N- Orange County Intelligence Assessment Center HSGP $ 300,000 Funds awarded under this allocation will be subject to the requirements set forth in the HSGP 2011-SS- 0077. More specifically, the requirements of the HSGP are described in the Federal Guidance provided in the FY 2011 HSGP Program Guidance and Application Kits. Please submit an application and a financial management forms workbook to your Cal EMA Program Representative Joseph Anderson at Joseph.AndersonAcalelna.Ca.gov. Mr. Anderson can also be reached by calling the Office of Grants Management at (916) 845-8426. Thank you for your work in protecting California. We appreciate your continued cooperation and support Sincerely, BRENDAN A. MURPHY Assistant Secretary HOMELAND SECURITY, PROPI B AND EMERGENCY MANAGEMENT BRANCH 3650 SCHRIEVER AVENUE MATHER, CA 95655 20C-3 20C-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2012 TITLE: APPROPRIATION ADJUSTMENT ACCEPTING ORANGE COUNTY TRANSPORTATION AUTHORITY FUNDS FOR THE SENIOR MOBILITY PROGRAM CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1St Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Approve an appropriation adjustment accepting $247,665 in Authority Senior Mobility Program revenue account (no. appropriate funds to the Senior Mobility Program expenditure various and 16913201-various). DISCUSSION the Orange County Transportation 16913002 52040 and 50001) and accounts (account nos. 16913202- The Orange County Transportation Authority (OCTA) developed the Senior Mobility Program for the purpose of improving transportation services for seniors in the region. Through the program, the Parks, Recreation and Community Services Agency provides transportation services to Santa Ana seniors from their homes to and from our two senior centers and various City events. In FY 2012-13, the City of Santa Ana will receive $171,367, including interest earnings of $3,517, to continue the operation of the City's senior transportation program. As part of the agreement the City of Santa Ana will provide a 20 percent local match, which may consist of in-kind staff resources or other contractual transportation services. Funds for the match are included in the Parks, Recreation and Community Services Agency FY 2012-13 budget. In addition, the City will receive $76,298 from OCTA to support the Vietnamese Community of Orange County's (VNCOC) senior mobility program. The VNCOC will receive $76,298 and provide the 20 percent local match required under the agreement. In turn, VNCOC will provide transportation services for the Vietnamese senior community in Santa Ana. 20D-1 Orange County Transportation Authority August 20, 2012 Page 2 FISCAL IMPACT The appropriation adjustment will enhance the Orange County Transportation Authority Senior Mobility Program revenue account (no. 16913002 52040 and 50001) and expenditure accounts (account nos. 16913202-various and 16913201-various) by $247,665. Approved as to Funds and Account: Gerardo Mouet, Executive Director Parks, Recreation and Community Services Agency Francisco Gutierrez, Executive Director Finance & Management Services Agency 20D-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2012 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED CONTRACT AWARD FOR CENTENNIAL ? As Recommended PARK WATERFOWL SANCTUARY AND ? As Amended THORNTON PARK WETLANDS ? Ordinance on 1S` Reading ? Ordinance on 2"d Reading RESTORATION (PROJECT NOS. ? Implementing Resolution 096037 & 096038) ? Set Public Hearing For CONTINUED TO CITY MANAGER FILE NUMBER RECOMMENDED ACTION Award a contract to Green Giant Landscape, Inc. the lowest responsible bidder, in accordance with unit bid prices for estimated amount of $151,104, for construction of Centennial Park Waterfowl Sanctuary and Thornton Park Wetlands Restoration (Cienega de las Ranas). 2. Approve a Funding Analysis with a total estimated construction cost of $196,360 3. Approve an Appropriation Adjustment recognizing $172,064 in the Parks Acquisition & Development Fund (accounting unit 31413002-50001) and appropriating this amount as matching funds for the Centennial Park Waterfowl Sanctuary and Thornton Park Wetlands Restoration projects (accounting unit 31413260-66220). DISCUSSION The Centennial Park Waterfowl Sanctuary Project is a habitat restoration project on the peninsula along the north side of the lake in Centennial Park (Exhibit 1). The waterfowl habitat improvements will recreate ecological conditions conducive to the nesting of waterfowl currently at the site. The project also includes a new decomposed granite trail, passive seating, interpretive graphics, automatic irrigation system modifications and riparian planting. The Thornton Park Wetlands Restoration Project is Phase II of the Cienega de las Ranas improvements, an effort to recreate the historic ecological conditions of the site (Exhibit 1). The project will enhance the freshwater marsh habitat east of the lake, and connect the flood control channel to the lake with a band of native wetland and riparian planting. As part of this project, the nonnative exotic grasses will be removed. Native plants, as well as plant and wildlife interpretive signage will also be installed. Once completed, both projects will raise native habitat awareness and enhance the aesthetics of these parks. 23A-1 Contract Award For Centennial Park Waterfowl Sanctuary And Thornton Park Wetlands Restoration August 20, 2012 Page 2 Both projects are funded by the Habitat Conservation Fund Program which was established under the California Wildlife Protection Act of 1990 and provides grant funds for enhancement and restoration of riparian habitats throughout the State. The Notice Inviting Bids was advertised on July 5 and 6, 2012 and bids were opened on July 25, 2012. A summary of the bid invitations mailed, the bids received, and the bid results follows. Santa Ana Contractors receiving notices: 14 Contractors requesting bidding documents: 24 Bids received: 8 Bids received from Santa Ana Contractors: 0 The bids received are as follows. NAME OF RESPONSIVE BIDDER CITY BID AMOUNT 1. Green Giant Landscape, Inc. La Habra $151,104 2. Yakar San Dimas $168,000 3. MG Enterprises Tarzana $200,988 4. Nature Tech Landscape, Inc. Riverside $202,483 5. Patscheck Construction Costa Mesa $243,670 6. Natures Image, Inc. Lake Forest $254,876 7. Marina Landscape, Inc. Anaheim $278,500 The Engineer's estimate was $168,200. A total of seven bids were received and all were responsive. STL Landscape, Inc. submitted a written request to withdraw their bid prior to the bid- opening hour, as stipulated in the Notice Inviting Bids. The lowest bid was submitted by Green Giant Landscape, Inc. for $151,104. ENVIRONMENTAL IMPACT Environmental Review Nos. 2006-146 and 2006-153 has been completed and a Notice of Exemption filed pursuant to the California Environmental Quality Act. FISCAL IMPACT The funding analysis shows a total estimated construction cost of $196,360 for the project (Exhibit 2). Funds are available in the State Habitat Conservation Fund (accounting unit 16913262-66220). The appropriation adjustment will recognize $172,064 in the Parks Acquisition & Development Fund (accounting unit 31413002-50001) and appropriate this amount as matching funds (accounting unit 31413260-66220) for the projects. 23A-2 Contract Award For Centennial Park Waterfowl Sanctuary And Thornton Park Wetlands Restoration August 20, 2012 Page 3 j APPROVED AS TO FUNDS AND ACCOUNTS: 1 Al Godi z II Francisco Gutierrez Executive erector Executive Director Public Works Agency Finance & Management Services Agency Zte'voGerardo Mouet Executive Director Parks, Recreation, and Community Services Agency RG/ET Exhibit 1: Project Location Map 2: Funding Analysis 23A-3 23A-4 - U Mome AV .1c W C 4 EDINDER AV - 0 O 0 CENrENW& 0 PARK P C S7 AIQREr PROJECT LOCAT ION 09-6038 THORTON PARK EXHIBIT 1 SANTA ANA CITY COUNCIL PROJECT 09 - 6037 CENTENNIAL PARK rP AGENDA WATERFALL SANCT I ONARY V Is DATEa PROJECT 09-6038 THORTON PARK AUGUST 20. 2012 WETLANDS RESTORATION PROJECT LOCATION 09-6037 :ENTENNIAL PARK 23A-5 FUNDING ANALYSIS PROJECT NOS. 096037 AND 096038 CENTENNIAL PARK WATERFOWL SANCTUARY AND THORNTON PARK WETLANDS RESTORATION Construction Contract $151,104 Contract Administration $7,500 Inspection and Testing $9,804 Survey Staking $5,286 Contingencies $22,666 TOTAL ESTIMATED CONSTRUCTION COSTS 196 360 Exhibit 2 23A-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2012 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED CONTRACT AWARD FOR SANTA ANA ? As Recommended REGIONAL TRANSPORTATION ? As Amended CENTER IMPROVEMENTS PROJECT El Ordinance on 152 Reading ( ? Ordinance on 2"d Reading NO. 126063) ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO T CITY MANAGER FILE NUMBER RECOMMENDED ACTION Award a contract to Joud Construction Company, Inc. the lowest responsible bidder, in accordance with the bid quantity prices in the amount of $91,170 for construction of the Santa Ana Regional Transportation Center Improvements. 2. Approve a funding analysis with a total estimated construction cost of $118,519. DISCUSSION The Santa Ana Regional Transportation Center (SARTC) is the focal point of transportation in Orange County with an overall estimated weekday visitor count of 2,995 a day. Built in 1985, the SARTC's Spanish-style architecture is complemented by an outdoor courtyard and viewing decks adjacent to the train platforms. Due to age, weather, and high usage the balusters of the staircase and viewing deck along the south end of the courtyard have become deteriorated and are in need of replacement. Work includes the removal and replacement of the pre-cast concrete caps, bases, and balustrades, forged steel handrails, and warning striping on stair treads. All work will bring the stairway and deck balustrades in compliance with the 2010 California Building Code and Americans with Disabilities Act guidelines. Bids were opened on July 23, 2012. A summary of the bid invitations mailed, the bids received and the bid results are as follows: 23B-1 Contract Award for SARTC Improvements August 20, 2012 Page 2 Contractors requesting bidding documents Santa Ana contractors receiving notices: Total bids received: Bids received from Santa Ana contractors: 3 13 1 0 NAME OF RESPONSIVE BIDDER 1. Joud Construction Company, Inc CITY BASE BID AMOUNT Corona $91,170 The Engineer's estimate was $85,313. This was a rebid of the project originally opened May 30, 2012 which was withdrawn due to insufficient advertising. The original bid opening resulted in six bids with the lowest bid being $98,700. With this rebid, bid notices were mailed out to the same contractors as before. Only one bid was received and it is deemed responsive; therefore it is recommended that the City award the contract to the sole bidder, Joud Construction Company, Inc. in the amount of $91,170. ENVIRONMENTAL IMPACT Environmental Review #ER-2012-48 has been completed and a Notice of Exemption has been filed pursuant to the California Environmental Quality Act. FISCAL IMPACT The funding analysis shows a total estimated construction cost of $118,519 for the project (Exhibit 2). Funds are available in the Depot enterprise (accounting unit 06717650-66200). APPROVED AS TO FUNDS AND ACCOUNTS: Raul Godi ez II Executive Pi rector Public WoRh s Agency RG/KW Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Project Location Map 2. Funding Analysis 23B-2 ,l LEGEND PROJECT LOCATION EXHIBIT 1 SANTA ANA CITY COUNC I L T I TLE l CONTRACT AWARD FOR P^ AGENDA SANTA ANA REGIONAL TRANSPORTATION uDATE: CENTER EXTERIOR IMPROVEMENTS PWLIC MSnWEWY August 20, 2012 (PROJECT NO. 126063) 23B-3 w 3RD ST z Exhibit 2 FUNDING ANALYSIS PROJECT NOS. 126063 SANTA ANA REGIONAL TRANSPORTATION CENTER IMPROVEMENTS Construction Contract $ 91,170 Contract Administration $6,837 Inspection and Testing $6,837 Contingencies $ 13,675 TOTAL ESTIMATED CONSTRUCTION COSTS $118,519 23B-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: AGREEMENT FOR FEDERAL GOVERNMENT LIAISON SERVICES WITH THE FERGUSON GROUP OF WASHINGTON, D.C. CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1" Reading ? Ordinance on 2no Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO (?da? FILE NUMBER Direct the City Attorney to prepare and authorize the City Manager and Clerk of the Council to execute an agreement for government liaison services with the Ferguson Group for an annual amount not to exceed $75,000. DISCUSSION The Ferguson Group has served as the City's representative in Washington, D.C. since 1987. The service includes the review and monitoring of federal executive proposals and legislation, as well as administrative rules and regulations that may affect the City. The Ferguson Group also assists the City in identifying funding opportunities and grant applications and other special programs for which the City may qualify. In the past year, Ferguson Group secured congressional support on grant applications submitted to the U.S. Department of Labor for a Workforce Innovation Grant and a 1-11- B Bridge to Engineering Grant; the latter was awarded $5 million over five years. The Ferguson Group continues to advocate for City priorities which have included: The Santa Ana-Garden Grove Fixed Guideway System; Bristol Street Multimodal Corridor; Job Training Activities/One Stop Job Training Centers, and Obesity Prevention activities. 25A-1 Ferguson Agreement July 2, 2012 Page 2 FISCAL IMPACT Funds are available in the Public Works Administrative Services account (no. 10117601-62300) and General Fund Legislative Affairs (no. 01104012-62300). APPROVED AS TO FUNDS AND ACCOUNTS: 10"Raul G Executive Public Wo rector s Agency Francisco Gutierrez' Executive Director Finance & Mgmt. Services Agency 25A-2 CONSULTANT AGREEMENT THIS AGREEMENT made and entered into this 6`h day of August, 2012 by and between The Ferguson Group, L.L.C. (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of providing government liaison services. 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 provide government liaison and lobbying services to the City, as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept, compensation at the rate of Six-Thousand, Two-hundred, Fifty dollars ($6,250.00) per month for time spent by Consultant in the performance of this Agreement. The total amount payable under this Agreement shall not exceed Seventy-Five Thousand Dollars ($75,000.00) during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. TERM This Agreement shall commence on July 1, 2012 and terminate on June 30, 2013, unless terminated earlier in accordance with Section 11, 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. 25A-3 Any and all of Consultant's personnel shall be employees or subcontractors of Consultant and not employees of City. 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. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from and against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of City, and shall defend, indemnify and save harmless City, its officers and employees, from any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers' compensation claims resulting from or arising out of the negligent or wrongful acts, errors or omissions of Consultant, its employees or subcontractors. 6. 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. 7. CONFLICT OF INTEREST CLAUSE City acknowledges that Consultant may represent other clients in Washington D. C. during the term of this Agreement. If a potential conflict of interest arises due to this representation, Consultant shall notify the City, in writing, immediately and provide the name and address of each client under contract. 8. REPRESENTATIVES AND NOTICE The City Manager shall be the representative of City for purposes of this Agreement and may execute all consents, approvals, directives, or agreements on behalf of City called for by this Agreement except as otherwise expressly provided in this Agreement. Notice and written communications sent by one party to the other shall be personally delivered or sent by U.S. mail, postage prepaid, to the following addresses: To City: City Manager/Council Support Office 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 2 25A-4 Telefacsimile 714-647-6954 To Consultant: The Ferguson Group, L.L.C. 1130 Connecticut Avenue, N.W., Suite 300 Washington, D.C. 20036 Telefacsimile 202-331-1598 9. 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 nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 10. ASSIGNMENT Consultant shall not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City; provided, however, that claims for money due or to become due from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Notice of such assignment or transfer shall be promptly furnished to City. 11. TERMINATION This Agreement may be terminated at any time by mutual agreement of the parties hereto or by thirty (30) days written notice by either party to the other. 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. /// /// 25A-5 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: By: Laura Sheedy Assistant City Attorney CITY OF SANTA ANA PAUL M. WALTERS City Manager THE FERGUSON GROUP, L.L.C. WILLIAM FERGUSON, JR. Chief Executive Officer 4 25A-6 EXHIBIT A OBLIGATIONS OF THE FERGUSON GROUP, L.L.C. A. The Ferguson Group will act as a Washington Representative to the City in Washington, D. C. B. The Consultant will confer with the City Manager and such other City personnel as he may designate at the times and places mutually agreed to by the City and the Consultant on all organizational planning and program activity which has a bearing on the ability of the City to utilize federal programs. C. Consultant shall serve as lead advocate on City issues if the City contracts for the services of other Washington representatives. The Ferguson Group shall coordinate such other services. D. Consultant will review federal executive proposals, legislation under consideration, proposed and adopted administrative rules and regulations, and other Washington developments for the purpose of advising the City on those items which may have a bearing on City policy or programs. E. Consultant will secure and furnish such detailed information as may be available on federal issues in which the City indicates an interest. F. At the request of the City Manager, Consultant will review and comment on proposals of the City which are being prepared for submission to federal agencies. G. Consultant will maintain liaison with the City's Congressional delegation and will assist the delegation in any matter which the City determines to be in its best interest in the same manner as any other member of the City's administrative staff might render assistance. H. Consultant will counsel with the City regarding appearance by City personnel before Congressional committees and administrative agencies and will arrange for appointments and accommodations for City personnel as necessary. Consultant will contact federal agencies on the City's behalf when City applications are under consideration by such agencies and otherwise take whatever steps appear to be necessary to obtain the most favorable consideration of such applications. In fulfilling responsibilities under this Agreement, the Consultant will act in the name of the City of Santa Ana and with the title Washington Representative to the City Manager. 5 25A-7 25A-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2012 TITLE: AGREEMENT WITH CORRECTIONAL MANAGED CARE MEDICAL CORPORATION FOR INMATE MEDICAL SERVICES CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1s` Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute the attached amendment to the agreement with Correctional Managed Care Medical Corporation to provide inmate medical services in an annual amount not to exceed $1,373,732, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION On June 20, 2007, the City issued a Request for Proposals (RFP) for inmate medical services at the Santa Ana Jail. These medical services are required and governed by State law, under the California Department of Corrections Title 15 requirements. The RFP specified on-site medical services 24 hours a day, in addition to a doctor call, for the Santa Ana Jail inmates. Medical staff is required to conduct daily sick calls, dispense medication, as well as to assist in the intake of incoming inmates to access for entrance acceptability. Additional services such as dental care, radiology, ophthalmology, OB/Gyn, psychiatric crisis intervention and emergency medical billing services are also required. Correctional Managed Care Medical Corporation (CMCMC) was only responsive bidder to the RFP and staff is unaware of any other local vendor who performs this service at other jail facilities. CMCMC has provided inmate medical services for the Jail since its opening continues to provide high-quality services and is responsive to the specifications and City requirements. Staff will be preparing an RFP for these services in 2013 to ensure accountability and openness. FISCAL IMPACT Funds in the amount of $1,144,777 are available in the Police Department Detention Services contracts account (account no. 01114475 62300). Funds in the amount of $228,955 will be included in the FY 2013-14 budget. Carlos Rojas Deputy Chief Police Department APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Mgmt Services Agency 25B-1 25B-2 FIFTH AMENDMENT TO AGREEMENT THIS FIFTH AMENDMENT TO AGREEMENT is entered into on this _ day of , 2012, by and between Correctional Managed Care Medical Corporation, a California corporation (hereinafter "Consultant") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS: A. The parties entered into that certain Agreement #A-2007-193, dated August 20, 2007, (hereinafter "said Agreement") by which Consultant has provided special skill and knowledge in the field of providing inmate medical services. B. The parties entered into a First Amendment, Second Amendment, Third Amendment and Fourth Amendment, which each renewed the term of said Agreement and approved the maximum obligation to be expended for services during that renewed term. C. In accordance with the terms and conditions of said Agreement, the parties wish to amend the term of said Agreement to provide for an additional one-year extension and approve the maximum obligation to be expended for services during that renewed term. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this Fifth Amendment to Agreement, the parties agree as follows: 1. Section 1., TERM, shall be amended for an additional one-year period from August 31, 2012 to August 31, 2013. 2. Section 3a. COMPENSATION, shall be deleted in its entirety and replaced with the following: a. The Total Annual Sum to be expended under this Agreement for staffing, pharmaceutical, supplies and other services shall not exceed $1,373,732 during the renewal term, from August 31, 2012 to August 31, 2013. During that renewal term, the total payments for inmate medical services shall not exceed $1,273,732. An additional amount up to $100,000 shall be available for Additional Services as listed in Section 13 of the RFP and as set forth in Exhibit A to this Fifth Amendment, during the renewal term. 3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. 25B-3 IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment to Agreement on the date and year first written above. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR PAUL M. WALTERS Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CORRECTIONAL MANAGED CARE City Attorney MEDICAL CORPORATION B F Te?i°esa? . Judd Name: Assistant City Atto Title: o •.`r 25B-4 EXHIBIT A Total annual cost for inmate medical services. $1,273,732.00 Contract Year: 2012 Breakdown information: Staffing Cost $980,095. Pharmaceutical cost $ 31,500. Additional Services (Section 13.0) Per unit repair cost for Dentures, Plates & Partials $200.00 Per study cost for mobile x-ray service $85.00 (Including Radiologist interpretation, transcription and delivery) Cost per patient visit for Ophthalmology $150.00 Cost per patient visit for OB/GYN 150.00 Cost per visit for Emergency Psychiatric Crisis $50.00 Intervention & Evaluation Monthly administrative fee for billing services $400.00 PROPOSER'S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposal. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions. Correctional Managed Care Medical Corporation (714) 528-5800 Complete Legal Name of Company Phone Number COST SUMMARY FORM Supply cost $ 26,250. Other $235,887. 4211 E. La Palma Avenue Anaheim, California 92807 Business Address City/State Zip Code A of Director of Rhoberta Paz Title Printed Name 25B-5 25B-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2012 TITLE: AMEND AGREEMENT WITH CIVIC COLLECTIONS, INC. FOR ANIMAL LICENSE FEE COLLECTION PROGRAM CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1" Reading ? Ordinance on 2Id Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached amendment to the agreement with Civic Collections, Inc. for an additional amount of $15,975 for total contract amount of $115,975. DISCUSSION Civic Collections, Inc. (CCI) was the city's collection agency for delinquent dog license fees, penalties, and new dog license fees. Under the terms of the agreement for the fiscal year ending June 30, 2012, CC[ was to be compensated up to $100,000 for revenue collected. CCI collected additional revenue on behalf of the City and therefore a final payment of $15,975 is still owed to the company. An exhibit showing payments and payments due is attached "Exhibit A" FISCAL IMPACT Funds for the CCI contract are to be paid from revenue account (account no. 01110002 51003). Carlos Rojas Deputy Chief Police Department APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 25C-1 25C-2 EXHIBIT A Reg # Invoice Period DPV Amount 183 Civic Collections 01110002-51003 Dog License Collections, June, 2011 10,085.00 197 Civic Collections 01110002-51003 Dog License Collections, July, 2011 8,723.50 209 Civic Collections 01110002-51003 Dog License Collections, August, 2011 11,929.50 224 Civic Collections 01110002-51003 Dog License Collections, September, 2011 11,537.50 240 Civic Collections 01110002-51003 Dog License Collections, October, 2011 14,167.17 253 Civic Collections 01110002-51003 Dog License Collections, November, 2011 9,338.59 268 Civic Collections 01110002-51003 Dog License Collections, December, 2011 6,767.50 280 Civic Collections 01110002-51003 Dog License Collections, January, 2012 11,162.50 315 Civic Collections 01110002-51003 Dog License Collections, February, 2012 11,059.50 321 Civic Collections 01110002-51003 Dog License Collections, March, 2012 9,473.50 361 Civic Collections 01110002-51003 Dog License Collections, April 2012 11,731.75 373 Civic Collections 01110002-51003 Dog License Collections, May 2012 12,543.00 383 Civic Collections 01110002-51003 Dog License Collections, June 1-12 2012 3,894.25 Total Amount of Invoices 132,413.26 Agreement Amount (100, 000.00) Balance 32,413.26 New Agreement Amount (16,437.35) Total Balance Due: 15,975.91 25C-3 25C-4 SIXTH AMENDMENT TO AGREEMENT THIS SIXTH AMENDMENT TO AGREEMENT is entered into on this _ day of , 2012 by and between Civic Collections, Inc., a California corporation ("Contractor") and the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"). Recitals: A. The parties entered into Agreement #N-2008-141, dated October 15, 2008, (hereinafter "said Agreement") by which Contractor has provided dog license fee collection services. B. The parties entered into First Amendment to Agreement #A-2008-292, dated November 17, 2008, in order to adjust the compensation of said Agreement. C. The parties entered into Second Amendment to Agreement #A-2009-063, dated June 1, 2009, in order to adjust the compensation and extend the term of said Agreement. D. The parties entered into Third Amendment to Agreement #A-2010-117, dated July 6, 2010, in order to extend the term of said Agreement. E. The parties entered into Fourth Amendment to Agreement #A-2011-183, dated May 19, 2011, in order to adjust the compensation and extend the term of said Agreement. F. The parties entered into Fifth Amendment to Agreement #A- 2011-183-01, dated July 18, 2012, to amend the compensation of said Agreement to pay for additional services that were provided during the term of said Agreement. G. Thereafter, upon the expenditure of the allocated funds, the Parties agreed to increase the compensation to pay for additional services provided by Contractor during the term of said Agreement. However, due to an oversight and invoicing error, this agreement was not formally executed in writing, although Contractor provided additional services during the term set forth in said Agreement. H. In accordance with the terms and conditions of said Agreement, the parties wish to amend the compensation of said Agreement to pay for additional services that were provided by Contractor during the term of said Agreement. Per agreement of the parties, this Sixth Amendment to Agreement is now made to include all services previously provided by Contractor to City in relation to the collection of dog license collection services. 25C-5 NOW, THEREFORE, in consideration of the mutual and respective promises, and subject to all the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: Section 2, COMPENSATION, shall be amended to increase compensation by an amount not to exceed $15,975.91 to pay for additional dog license fee collection services that were provided during the term of said Agreement. This agreement shall include all services previously rendered by Contractor to City. 2. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amendment to Agreement on the date and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council CITY OF SANTA ANA PAUL M. WALTERS City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney CIVIC COLLECTIONS, INC. TERESA L. JUDD Assistant City Attorney Print Name: Title: 25C-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2012 TITLE SECOND AMENDMENT TO AGREEMENT WITH PCC NETWORK SOLUTIONS FOR CABLING SERVICES CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1s` Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached amendment to the agreement with PCC Network Solutions to provide cabling services and related equipment for a one-year period in an amount not to exceed $45,000 per year. DISCUSSION In support of City operations, voice and data communications are provided to all City service sites. This requires an extensive wired cabling infrastructure. Cabling services are needed to support changes, additions and moves at and between the City sites. This cabling work ensures that all City offices and work locations continue to stay connected and can benefit from new information technology as it becomes available. The City employs outside qualified vendors to perform needed cabling services. The City has standardized its cabling infrastructure with Avaya Systimax. This was selected because of its durability and flexibility. When installed by a certified cabling vendor, the product has a 20 year warranty. Use of this reliable product has resulted in very low cable maintenance costs for the City. The cabling vendor/s who provide/s such services to the City of Santa Ana must meet strict manufacturer certifications. In September of 2009, the City Council approved a two-year agreement with PCC NETWORK SOLUTIONS, with provisions for two, one-year renewals, to provide cabling services and related equipment. This request is for the second and final one-year renewal to the agreement. 25D-1 Second Amendment to Agreement for Cabling Services August 20, 2012 Page 2 FISCAL IMPACT Funds are budgeted and are available in the FY11-12 Communication Services account for contractual services (account no. 10210140-62300). APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 25D-2 SECOND AMENDMENT TO AGREEMENT THIS SECOND AMENDMENT TO AGREEMENT is entered into on August 20, 2012, by and between PCC Network Solutions, a Pacific Coast Cabling, Inc. company, ("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 A-2009-148, dated September 8, 2009, (hereinafter "said Agreement") by which Consultant has provided cabling services for voice and data communications. B. In accordance with the terms and conditions of said Agreement, the parties wish to extend the term for an additional one-year period, and add compensation to pay for services provided during the extended term. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this Second Amendment to Agreement, the parties agree as follows: 1. Section 2, COMPENSATION, shall be amended to increase compensation by $45,000.00 to pay for cabling services provided from September 1, 2012 through August 31, 2013. Said services shall be charged at the rates set forth in Exhibit A to said Agreement. 2. Section 3, TERM, shall be amended to extend the term for an additional one-year period through August 31, 2013, or until allocated funds have been expended, whichever is later. 3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to 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 PAUL M. WALTERS City Manager PCC NETWORK SOLUTIONS A Pacific Coast Cabling, Inc. Company By: Laura Sheedy (NAME) Assistant City Attorney (Title) 25D-3 III E071009JCP-0800 Cabling Services 09 Sample 1 rom: 9340 Eton Avenue, 7/15/2009 Chatsworth, CA 91311 Duration: 30 Days ? ac 6. Toll free 800.313.1911 Terms: OAC Phone 818.407.1911 Cc Network Solutions Fax 818.407.1913 FOB: Chatsworth CA p www.occinccom Design. Build. Deliver. To: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Sample #1 400.00 2061-BL SYS CatSe 4124 2061 SLUE box Plenum DATA $0.25 $98.30 400.00 2061-WH SYS CatSe 4124 2061 WHITE box Plenum VOICE $0.25 $98.30 2.00 MPS100E-31 B SYS 110 8W C5E T56BAIB Jack Blue 108232778 $5.05 $10.10 2.00 MPS100E-262 SYS 110 BW C5E T568A/13 Jack White 10823274 $5.05 $10.10 1.00 M14L-262 SYS 4-port faceplate white w/labels 108168543 $1.32 $1.32 1.00 11000AT5E-24 SYS CATSE 24-port patch panel 108208919 $128.40 $128.40 1.00 110PA230OFT SYS 110-300pair Patch Panel Terminal Block 107 $147.00 $147.00 16.00 TAG5L-105 Adhesive Cable Labels $0.04 $0.64 8.00 TC-20 Black Letters-White Tape-12mm (2 inch Label) $0.07 $0.56 4.00 Labor Only Level III Category 5E or Cat6 Test (Per Circuit) $0.00 $0.00 10.00 283367 Hilti 6' 12 AWG Ceiling Wire w/Pin, Washer, and c $0.42 $4.18 10.00 HEA STFCOC Tomarco 3-112" CLIP ON CRADLE $2.11 $21.10 10.00 POW 50630 Tomarco .27 Ca. Short Shot,heavy pwr Red (East $0.10 $0.98 Misc. Items $0.00 $0.00 0.00 600GYBRTAPE Dottie 3/4" Black Electrical Tape $0.78 $0.00 0.00 650C Pull String-Exxon Poly 210 lb. (6500' bx) $29.20 $0.00 0.00 174060 Velcro 5/8" OneWrap Plenum (25 Yards) $16.48 $0.00 Material $520.98 Tax $45.59 Labor $336.56 Expenses Total Job Cost $903.13 By: Julio Pellecer 25D-4 .,.F om' _ , E071 D09JCP-0800 Cabling Services 09 Sample 2 y 9340 Eton Avenue, Orange County Office 7/15/2009 Chatsworth, CA 91311 2031 East Cerritos Toll free 800.313.1911 Avenue Duration: 30 Days f: Phone 818.407.1911 Suite #76, Terms: OAC " k S l ti Fax 818.407.1913 Anaheim, CA 92806 ;pCC o ons Networ u www.ocdnc.comm Toll free 800.313.1911 FOB: Chatsworth CA Design, Build. Deliver. Phone 714.563.8070 Fax 714.553.8080 To; City of Santa Ana www.pocinc.com 20 Civic Center Plaza City of Santa Ana Santa Ana, CA 92702 Sample #2 Material 150.00 LGCC-06/12D-S/LRX Systimax Hybrid BSW12MM 62.5um Riser Fiber 107876336 $1.77 $265.50 600.00 Carlon DF4X1 C INNERDUCT RISER 1 "Dmtr CORRUGATED WITH PULL TAPE ORANGE $0.63 $378.00 1.00 1000G2-4U-IP-FX Sys G2 4U Fixed panel shelf accepts 12 adaoters 760050872 $271.50 $271.50 1.00 1000-12ST-SPLX-SM SYS G2 12X SM Simplex ST Adapters 760027722 $110.45 $110.45 6.00 700011067 SYS EZ-ST SM connector P3020A-Z-125 $5.99 $35.94 1.00 1000-12ST-SPLX-MM SYS G2 12X MM Simplex ST Adapters 760021832 $52.86 $52.86 12.00 760070656 SYS Qwik ST-BTW MM connector OptiSPEED EACH $10.71 $128.52 18.00 D-182720-ea SYS SC/ST EZ consumables(Each) for SM Conn $2.16 $38.88 1.00 600G2-1 U-1P-FX Systimax G2 1 U Fixed panel shelf accepts 3 panels $97:22 $97.22 1.00 1000-12ST-SPLX-SM SYS G2 12X SM Simplex ST Adapters 760027722 $110.45 $110.45 6.00 700011067 SYS EZ-ST SM connector P3020A-Z-125 $5.99 $35.94 1.00 1000-12ST-SPLX-MM SYS G2 12X MM Simplex ST Adapters 760021832 $52.86 $52.86 12.00 760070656 SYS Qwik ST-BTW MM connector OptiSPEED EACH $10.71 $128.52 18.00 0-182720-ea SYS SCJST EZ consumables(Each) for SM Conn $2.16 $38.88 1B.00 Labor Only LSPM (One Way/Dual Wavelengths per Strand) $0.00 $0.00 1.00 600GYBRTAPE Dottie 3/4" Black Electrical Tape $0.78 $0.78 0.15 650C Pull String-Exxon Poly 210 lb. (6500' bx) $29.20 $4.38 0.50 174060 Velcro 5/8" OneWrap Plenum (25 Yards) $16.48 $8.24 6.00 VFOM-175Y PCC FO Warning Labels Yellow (each) $0.65 $3.92 18.00 TC-20 Black Letters-White Tape-12mm (2 inch Label) $0.07 $1.26 2.00 TAG5L-105 Adhesive Cable Labels $0.04 $0.08 1.00 T5010C2 Tyton 11" Tie Wrap Black (Pk100) $4.00 $4.00 1.00 Labor Only Core (1) 4" Core hole between TCB.1 and TC1.1 $0.00 $0.00 2.00 4-EMT Conduit-10'x4" EMT ($41.29 A STICK of 10'FT) $4.13 $826 2.00 306644 Conduit-4" EMT Strap/Split for Unistrut,Hilti $1.70 $3.40 2.00 8350 Conduit-4" Two Hole Pipe Strap, Regal $2.10 $4.19 2.00 EMT400 Arlington 4" Edge Protector $3.27 $6.54 1.00 309938 Hilti Unistrut Brace V x 1 518 x 1 518 Deep w/Holes $1.02 $1.02 1.00 314721 Hilt!-CP618 Firestop Putty Stick $19.18 $19.18 Material $1,810.77 Tax $158.44 Labor $1,808.13 Expenses Total Job Cost $3,777.34 By Julio Pellecer 25D-5 25D-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2012 TITLE AMENDMENT TO THE AGREEMENT FOR INTERNET ACCESS SERVICES FROM COGENT COMMUNICATIONS, INC. CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1st Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached amendment to the Agreement with Cogent Communications, Inc., for Internet access services to exercise an option for the second extension to the existing agreement for a term of three years in an amount not to exceed $150,000 subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION The City's current agreement for Internet access service is expiring and the service needs to be continued. The City relies on Internet access to support operations in every City Agency and Department with Internet email, outgoing access to the World Wide Web and incoming access to the City's web site and other web-accessible City applications. The City's Information Services Division issued an RFP in 2009 seeking proposals for a dedicated Internet access connection with service level guarantees. The RFP was posted on the City web site and on other online announcement services. To receive the lower pricing and to ensure a stable Internet connection to support City operations, a multi-year agreement period was sought. Ten proposals were received and evaluated. City staff recommended that the City enter into a two- year agreement with Cogent Communications, Inc. to supply the dedicated Internet access service (with connecting "local loop" service). The service agreement with Cogent contained service performance guarantees with monetary penalties for performance problems. There were also provisions in the agreement allowing the City to terminate in case of unsatisfactory performance. 25E-1 Internet Access Services August 20, 2012 Page 2 The City's dependence on Internet service continues to grow with time. There are more visitors to the City web site, additional software applications that rely on Internet access, higher volume of Internet email, and the growing use of information gathering via the Internet. As part of the first amendment to this agreement, the service capacity had to be increased by over 100 percent. It is hard to conceive of City business operations being able to continue without Internet access. In addition, the technical complexities of connecting to the City computing infrastructure to the Internet are very challenging, time consuming and costly. As part of the City technical staff's discussions with Cogent Communications, Inc. on exercising a second optional renewal, Cogent has offered the City an 11 % reduction in charges for a term of three years. Given the essential nature of Internet Service to the City and the potential for cost savings, the City staff recommends the approval of an amendment to the agreement with Cogent Communications, Inc. with discounted monthly costs for a term of three years. All other terms and conditions, including the ability of the City to exit the agreement for any reason with 30 days notice, would remain. FISCAL IMPACT Funds are budgeted and are available in the FY11-12 Technology Fund account for contractual services (account no. 10910147-62300). APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 25E-2 c o g e n It Dedicated Internet Access Cogent Communications, inc. COMMUNICATIONS Customer Order Form 1015 31st Street Washington, DC 20007 t . North America us www.cogentco.com Customer and Order Information (Customer Name I City of Santa Ana Customer Description Access/ Other Resell Customer (Name) No Order Date 26-Jul-2012 Agent Deal (Name) No Requested Service Date 26-Sep-2012 I Legacy Orders Immediate Termination (Delay) Termination Service Information Product Type Off-Net (NetCentric) Servi -P Parameters Select Quoted alternative (if USD US Dollars available) Currency Order Legacy Cogent Service Bandwidth Initial Term Billing Burst Fee Installation Base Number Order Type Order Nod Id I t f CDR (per Mbps) Fee Monthly Fee Number e n er ace Mbps Months Model USD USD USD 1- MRC 104896531 Downgrade 1-74375990 757-0 Fast-E 100 36 Flat Rate C.00 0.00 2,200.00 Options Notes MuliBGP, VLAN and IPv6 optior orders always have an Initial Term of one (1) month. Order Description Comments Option Installation Fee Monthly Fee Number Selected USD USD Public IP Addresses As described in IP Questionnaire or [ARM Rider NoIe: IPO IaM IAA. altlnr for Pr.-,lM-d. re sail needy to bn subnldetl w'ONer Form BGP-4 Routing As described in BGP Questionnaire Nair: -Q nrds to be rua- wah Order Farm - MuItiBGP Order Type Legacy Secondary Secondary Port Order Note: LOA(s) Issued by owners of ASN S d d Order # ASN Owner ASN # (,) nee econ ary (s) to be submitted with Order Form. - VLAN(s) w/ static routing O d T Legacy Secondary Secondary Port Order Note: LOAW ieeued by owners of r er ype Order # IPs Owner IPs # - - - Secondary IP(,) (if not customer) need(s) - to be oorntned with order Farm. Order Type gacy r Port Order # IPv6 O der # Con gu ration DNS Hosting As described in Product Rider Expedite Delivery As described in Product Rider Billing Options Billing Method Master Other Involved Services (As described in Service Product Rider) Cabling Product Comments Port Order # (As described in Product Rider) Equipment As described in Product Rider Total Fees Installation Monthly Fee Fee Total Fees including Options LSD LSD (Nate: Burst Monthly Fees may be charged in addition as defined In the attached Product Rider) 0.00 2,200.00 e " ms f Customer has elected to be b'Iaed h a ctmmcy other than the cunenry used for the Ousted Price, the Ousted Price will be ' Select overfed into the ai0tng C-on y selected above on the date thrs order s validaied by COGENT. In performing the currency ervon on such date. COGENT will use the currency oc.-ion rate as at the close of business far the previous day as set forth alternative (if g Billing Currency- USD US Dollars M1 www.oanda.com. available) Y _ Initials Customer: CIA Layer 3 Order Form V3-11 Cogent Communications Confidential Page 112 25E-3 cogent COMMUNICATIONS Optica:t 'nt°r'ne' Customer Service Delivery Information Dedicated Internet Access Customer Order Form North America Cogent Communications, I 1015 31 st Street Washington, DC DC 20007 wviw. cogenfco. com Customer Contractina & Billina Information Tenant/Datacenter Name City of Santa Ana Node ID 757-0 Service Address 20 Civic Center Plaza Suite / Floor City, State, Province Santa Ana, CA Postal Code 92701 Country us _ -y mwayz Tones place ar wyunt uerieruanun romr as aenneo in me attached Product Rider. Delivery Contact Name Tom Gergen Telephone 714-647-6958 Cellphone Fax Email tgergen@ci.santa-ana.ca.us Cogent Contact Information Location Herndon, VA (Retention) Sales Address HQ: 1015 31st Street Washin ton, DC 20007 Office Phone 877-875-3310 Fax 202-318-2558 Service Provisioning sd@cogentco.com Customer Care support@cogentco.com Contract Documents The entire Customer Subscriber Agreement (CSA), entered into between Customer and COGENT, is made up of the documents listed here. Capitalized terms are defined in the text of the Terms or Definition section of the Terms. Ail prior agreements, proposals, representations, statements, or understandings, whether written or oral, concerning such Services, are superseded. Customer certifies that the documents constituting the CSA are the documents and forms that have been supplied to Customer by Cogent and that Customer has made no changes to them. Notes ATTEST &PPROVE-D AS Y0 FORM Maria D. Huizar Laura Stitt Sh ccty Clerk of the Council ?.s.,istazt.t City AitornCy Signatures By signing below, Customer affirms and acknowledges that it has read the entire CSA and agrees to be bound by the provisions thereof. For Customer ignature rinted Name Paul M. Walters itle City Manager Date DIA Layer 3 Order Form V3-11 Company Name City of Santa Ana Billing Address same as service Suite / Floor City, State, Province Postal Code Country Company Registr. Nr. Tax / VAT ID Number Request for consolidated billing (one account / invoice for multiple ports in the same country)* No w???uuuareu mmny ieyueas rTIWs oe reviewea and approved Dy cogent. Billing Contact Name Telephone Cellphone Fax Email Sales Name Dave Polant Account Phone 703.456.7644 Manager Email dpolant@cogentco.com Sales sales@cogentco.com Billing billing@cogentco.com Termination terms@cogentco.com (1) Order Form (2) Terms, as attached (initialed by Customer) (For current customers, if Terms are not attached, the current Terms remain in force) (3)SLA(http://www.cogentco.com/filesips_jrltemeUSLA _on_internetpdf) (4) Product Rider, as attached (signed by Customer) (5) Any other Rider or Addendum, as attached (signed by Customer) For Cogent Communications. Inc. Signature Printed Name Title Date Cogent Communications Confidential 25E-4 Page 2/2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2012 TITLE: AGREEMENTS FOR CONSULTING SERVICES FOR INFORMATION TECHNOLOGY CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 15t Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Approve and authorize the City Manager and Clerk of the Council to execute the attached amendment to the agreements for consulting services for information technology with a total compensation of $3,290,000 and extending the term for a one year term or until the funds are expended, subject to non-substantive changes approved by the City Manager and City Attorney with the following vendors: Concorde Consulting, Inc. SoftMaster, Inc. The Comdyn Group, Inc. Telfords DISCUSSION The City emphasis on using technology to achieve innovation and productivity will involve sophisticated and complex technical knowledge. To get these technology skill sets, the City will need to continue to rely on its current strategy of contracting for the services of highly experienced and expert information technology contract personnel. They will bring to bear the latest technologies in support of the City's current and future initiatives. The Information Services Division understands the committed effort in using technology to increase productivity as well as to increase communications with the community. The use of contractors specialized in information technology continues to be an essential approach to the support of City operations. Contract personnel provide software application development and support; business application and project consulting; telecommunications services; and computer and networking services. The use of these services maximizes the effectiveness of staff resources in the Information Services Division (ISD). This approach also ensures the timely completion of City information projects and reduces interruptions to the computer infrastructure system. These agreements provide highly skilled technology contractors who are essential in providing specialized assistance to City departments in the design, development and implementation of 25F-1 Agreements For Consulting Services For Information Technology August 20, 2012 Page 2 the City's information management systems. They support over 1,700 plus City staff users; three each Enterprise client/server-based and web-based business systems; the City's wide area network including the connection to the Internet; ten department local area networks; 210 servers in two data centers (the City Hall data center and the SAPD data center); and 200 managed network switch es/fi rewa I Is/ro uters and over 35 high speed data circuits supporting 28 City operating locations. Software applications developed and/or supported by these contractors included the Financial Enterprise Resource Planning System, Santa Ana Property Information Network (SAPIN), the Business License/Tax System, Municipal Utility System, and several other revenue related systems. For the Santa Ana Police Department (SAPD) and Santa Ana Jail (SAJ), contractors support mission-critical systems such as the Computer Aided Dispatch, the Jail Management System, Arrest and Booking system, Inmate Search and Reporting system, Case Management system, Police Intranet system, wireless data communications for 175 patrol vehicles, California Law Enforcement Telecommunication system (CLETS) access, PD and Jail Email system, Evidence wireless systems, Daily Roll-call system, and 100 other systems which are critical to the daily operations of the Police and Jail departments. Homeland Security technologies such as the PD Emergency Department Operations Center (DOC), Web based Emergency Operations Center (WebEOC), and Mobile Command Post network systems are supported and maintained by technical contractors. Contractors also help support 3 additional PD substations by managing network systems which provide 185 field officers and investigators access to systems located at the main station. SAPD is using several of technology contractors to enhance the Police field reporting system under grant funding. Additionally, technical contracts are instrumental in the implementation of new technologies such as In-Field Fingerprint systems, Jail Management System, Video Surveillance, License Plate Reader Wireless Access, and more into the organization. Additionally, under a cost reimbursement basis, technical contractors engineered, developed, maintain, and hosts the County-wide network and computing environment for Coplink, which is the Integrated Law & Justice Agency for Orange County (ILJAOC) web-based information sharing and crime analysis system that connects all 27 of Orange County's public law enforcements agencies with 12 other law enforcement agencies throughout southern California, southwest and pacific northwest regions. Without these dedicated and talented professionals, the City information technology infrastructure and operating systems could not function. A Request for Proposal (RFP) for Temporary Technical Contract Service and Consulting Services was issued by the Information Services Division in March 2007. Twelve proposals were evaluated and the top four vendors were identified. On June 18, 2007, Council approved agreements with these four vendors for a one-year period, with the option of four renewal terms. Under these agreements, contractors in various technology specialties are engaged on an as needed basis to support City business operations. These engagements differ greatly in duration which results in a varying rate and use of the approved funding. In December 2010, Council 25F-2 Agreements For Consulting Services For Information Technology August 20, 2012 Page 3 approved an amendment to the agreements by which the term was recognized as the duration until approved funds were fully expended and appropriated $3,290,000 to pay for additional services provided under the agreements. Staff estimates these funds will provide services through August 2012, at which time the additional funding will be added to the contract to continue services. Over the term of these agreements, contractors have directly contributed to the implementation of over 15 new or enhanced City business systems. The support workload related to these new systems is being achieved through the use of enhanced technologies driven by the contractors. FISCAL IMPACT Funds are available in various Technology Plan, Other Contractual Services accounts (accounts 10910141-62300 10910142-62300, 10910143-62300, 10910144-62300, 10910147-62300, 01114425-62300, 08209054-62300, 08009051-62300, 14018760-62300, 67018843-62300- 13800001001-3090, 02518820-62300-13900101001-3090). APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez A Executive Director Finance/Management Services Agency 25F-3 25F-4 FOURTH AMENDMENT TO AGREEMENT T THIS FOURTH AMENDMENT TO AGREEMENT, is entered into on August 20, 2012, by and between CONCORDE CONSULTING, INC, a California corporation (hereinafter "Consultant") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS: A. The parties entered into Agreement # A-2007-144, dated June 18, 2007, (hereinafter "said Agreement") by which Consultant has provided temporary technical personnel to assist the City's Information Technology department with various projects and on a consulting basis. B. The parties executed Amendments dated October 6, 2008, September 8, 2009, and December 20, 2010, by which the term was extended and compensation added to pay for services during the extended term. C. In accordance with the terms and conditions of said Agreement, the parties wish to again extend the term of said Agreement by providing compensation to pay for services during the extended term. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this Fourth Amendment to Agreement, the parties agree as follows: Section 3, TERM, shall be deleted in its entirety and replaced with the following: "The term of said Agreement shall commence July 1, 2007 and terminate on expenditure of allocated funds, unless earlier terminated in accordance with Section 13, below." 2. Section 4, "COMPENSATION", shall be amended to increase total compensation by $3,290,000.00, to pay for additional services provided during the extended term of said Agreement. Said total compensation shall be allocated among all Consultants selected by the City, at the City's sole discretion. 3. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. 25F-5 IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to Agreement on the date and year first written above. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council PAUL M. WALTERS City Manager APPROVED AS TO FORM: By: CONCORDE CONSULTING, INC. Laura Sheedy Assistant City Attorney (NAME) (Title) 25F-6 25F-7 FOURTH AMENDMENT TO AGREEMENT T THIS FOURTH AMENDMENT TO AGREEMENT, is entered into on August 20, 2012, by and between SOFTMASTER, INC, a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS: A. The parties entered into Agreement # A-2007-145, dated June 18, 2007, (hereinafter "said Agreement") by which Consultant has provided temporary technical personnel to assist the City's Information Technology department with various projects and on a consulting basis. B. The parties executed Amendments dated October 6, 2008, September 8, 2009, and December 20, 2010, by which the term was extended and compensation added to pay for services during the extended term. C. In accordance with the terms and conditions of said Agreement, the parties wish to again extend the term of said Agreement by providing compensation to pay for services during the extended term. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this Fourth Amendment to Agreement, the parties agree as follows: Section 3, TERM, shall be deleted in its entirety and replaced with the following: "The term of said Agreement shall commence July 1, 2007 and terminate on expenditure of allocated funds, unless earlier terminated in accordance with Section 13, below." 2. Section 4, "COMPENSATION", shall be amended to increase total compensation by $3,290,000.00, to pay for additional services provided during the extended term of said Agreement. Said total compensation shall be allocated among all Consultants selected by the City, at the City's sole discretion. 3. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. /// 25F-8 IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to Agreement on the date and year first written above. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council PAUL M. WALTERS City Manager APPROVED AS TO FORM: By: SOFTMASTER, INC. Laura Sheedy Assistant City Attorney (NAME) (Title) 25F-9 25F-10 FOURTH AMENDMENT TO AGREEMENT THIS FOURTH AMENDMENT TO AGREEMENT, is entered into on August 20, 2012, by andT between THE COMDYN GROUP, INC, a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS: A. The parties entered into Agreement # A-2007-147, dated June 18, 2007, (hereinafter "said Agreement") by which Consultant has provided temporary technical personnel to assist the City's Information Technology department with various projects and on a consulting basis. B. The parties executed Amendments dated October 6, 2008, September 8, 2009, and December 20, 2010, by which the term was extended and compensation added to pay for services during the extended term. C. In accordance with the terms and conditions of said Agreement, the parties wish to again extend the term of said Agreement by providing compensation to pay for services during the extended term. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this Fourth Amendment to Agreement, the parties agree as follows: 1. Section 3, TERM, shall be deleted in its entirety and replaced with the following: `'The term of said Agreement shall commence July 1, 2007 and terminate on expenditure of allocated funds, unless earlier terminated in accordance with Section 13, below." 2. Section 4, "COMPENSATION", shall be amended to increase total compensation by $3,290,000.00, to pay for additional services provided during the extended term of said Agreement. Said total compensation shall be allocated among all Consultants selected by the City, at the City's sole discretion. 3. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. 25F-11 IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to Agreement on the date and year first written above. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council PAUL M. WALTERS City Manager APPROVED AS TO FORM: By: THE COMDYN GROUP Laura Sheedy Assistant City Attorney (NAME) (Title) 25F-12 FOURTH AMENDMENT TO AGREEMENT T THIS FOURTH AMENDMENT TO AGREEMENT, is entered into on August 20, 2012, by and between TELFORDS, a partnership (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS: A. The parties entered into Agreement # A-2007-146, dated June 18, 2007, (hereinafter "said Agreement") by which Consultant has provided temporary technical personnel to assist the City's Information Technology department with various projects and on a consulting basis. B. The parties executed Amendments dated October 6, 2008, September 8, 2009, and December 20, 2010, by which the term was extended and compensation added to pay for services during the extended term. C. In accordance with the terms and conditions of said Agreement, the parties wish to again extend the term of said Agreement by providing compensation to pay for services during the extended term. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this Fourth Amendment to Agreement, the parties agree as follows: Section 3, TERM, shall be deleted in its entirety and replaced with the following: "The term of said Agreement shall commence July 1, 2007 and terminate on expenditure of allocated funds, unless earlier terminated in accordance with Section 13, below." 2. Section 4, "COMPENSATION", shall be amended to increase total compensation by $3,290,000.00, to pay for additional services provided during the extended term of said Agreement. Said total compensation shall be allocated among all Consultants selected by the City, at the City's sole discretion. 3. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. 25F-13 IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to Agreement on the date and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: By: CITY OF SANTA ANA PAUL M. WALTERS City Manager TELFORDS Laura Sheedy Assistant City Attorney (NAME) (Title) 25F-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2012 TITLE: AGREEMENT WITH KARMINA RESTAURANT FOR CONCESSION SERVICES AT THE SANTA ANA STADIUM CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1St Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached agreement amendment with Karmina Restaurant and Grill for concession services at the Santa Ana Stadium, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION On August 6, 2010, City Council awarded a contract to Karmina Restaurant and Grill after a formal RFP process. Santa Ana based Karmina Restaurant, co-owned by Adolfo Lopez and Carlos Madriles, operates the "Downtown Stadium Grill" at the Santa Ana Stadium. For over a year, Downtown Stadium Grill offered a diverse menu including fresh sandwiches, Panini's, salads, wraps, burgers, and Mexican food for the Civic Center lunch crowd. In addition, Downtown Stadium Grill offered an alternate menu for sporting events including fan favorites such as hotdogs, popcorn, cotton candy, kettle corn, pretzels and frozen lemonade. The concession fee for providing both daily service and special event service is $600 per month plus 10% or gross proceeds. After a year of servicing both daily crowds and special events, the owners determined that operating the daily restaurant was not profitable in the current economy. This agreement amendment gives the contractor the option to service Stadium special events only. The concession fee for providing special event service will be 10% of the gross proceeds (eliminating the $600 monthly fee). The agreement amendment also gives the contractor the option of re-opening for daily service if economic conditions support it. In February 2012, Karmina Restaurant and Grill submitted a written request to operate at special events only and this amendment retroactively reduces the concession fee by $600 per month effective February 1, 2012. 25H-1 Agreement with Karmina Restaurant August 20, 2012 Page 2 The Parks, Recreation and Community Services Agency (PRCSA) recommends the City amend the contract for a two year term and continue with Downtown Stadium Grill to make the Stadium a more attractive and versatile venue for a variety of special events. PRCSA will continue to share 5% of the gross proceeds with Santa Ana College and the local high schools that reserve the Stadium for their football games. FISCAL IMPACT The total projected annual revenue of $5,000 will be deposited in the Recreation Special Fees and Donations account (no. 02213002 57010) and be used for deferred maintenance at the Stadium. APPROVED AS TO FUNDS AND ACCOUNT: A?" Ger ardo , Mou Executive Director Parks, Recreation and Community Services Agency Francisco Gutierrez, Executive Director Finance and Management Services Agency 25H-2 FIRST AMENDMENT TO AGREEMENT THIS FIRST AMENDMENT TO AGREEMENT is entered into on August 20, 2012, by and between Karmina Restaurant & Banquet Hall, a California limited liability company ("Concessionaire") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS: A. The parties entered into that certain Concession Agreement # A-2010-149, dated September 3, 2010, (hereinafter "said Agreement") by which Concessionaire has provided concession services at the Santa Ana Stadium. B. In accordance with the terms and conditions of said Agreement, the parties wish to amend the Scope of Services and compensation terms and extend the term for an additional two-year period. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this First Amendment to Agreement, the parties agree as follows: 1. Section 1, SCOPE OF SERVICES, shall be amended to reflect the Parties' agreement that, effective February 1, 2012, Concessionaire ceased providing weekday breakfast and/or lunch service, as set forth in Exhibit A, Section 4. 2. Section 2.a., COMPENSATION, shall be deleted in its entirety and replaced with the following: "In consideration of the concession rights granted by said Agreement, the parties agree that, effective February 1, 2012, Concessionaire shall pay the City ten percent (10%) of gross receipts from the operations of Downtown Stadium Grill, including any catering from the site. Payment is due on the 10`h day of each month, and shall be accompanied by an accounting of gross receipts during the previous month. The parties further agree that if Concessionaire commences providing breakfast and/or lunch service, the concession fee will be increased to $600 per month plus ten percent (10%) of gross receipts." Section 3, TERM, shall be amended to extend the term of said Agreement for an additional two year period, through August 31, 2014. 4. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. /// 25H-3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to 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: Laura Sheedy Assistant City Attorney CITY OF SANTA ANA PAUL M. WALTERS City Manager KARMINA RESTAURANT & BANQUET HALL CARLOS MADRILES Owner 25H-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2012 TITLE: AGREEMENT WITH CROSSTOWN ELECTRICAL & DATA, INC. FOR ADVANCED TRAFFIC MANAGEMENT SYSTEM AND COMMUNICATION SYSTEMS ON-CALL REPAIR SERVICES V' CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1st Reading ? Ordinance on 2°d Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached three-year agreement with an option to extend the contract for two-one year renewal with Crosstown Electrical & Data, Inc. in an amount not to exceed $50,000 per year, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Traffic Management Center (TMC) is a computerized traffic signal system that controls all traffic signals and CCTV's in the City. This system utilizes twisted pair cables, fiber optic cables, wireless and other methods to provide communication between the TMC and field equipment. These communication systems require routine maintenance and emergency repair due to malfunctions or damage occurring during construction. Staff issued a Request for Proposals (RFP) seeking the services from firms with experience in troubleshooting and repair in the communication fields. The Notice Inviting Proposals was released on July 10, 2012 and the results are as follows: Firms receiving notice inviting proposals : 7 Proposals received: 3 Proposals received from Santa Ana firms: 0 The evaluation committee and interview panel included representatives from PWA's Construction and Traffic Engineering Sections. The proposals were evaluated on overall responsiveness 251-1 Agreement For On-Call Repair Services August 20, 2012 Page 2 to the RFP, firm qualification and personnel, and prior experience. The resulting scores from the evaluation process are as follows: Crosstown Electrical & Data Inc 94 Republic ITS 81 Aegis ITS 78.3 Staff recommends awarding the contract to Crosstown Electrical & Data, Inc. The contractor will serve as on-call contractor and all work will be specifically authorized by the Public Works Agency staff on an as-needed basis. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended action is not considered a CEQA project. Therefore, no environmental documentation is required. FISCAL IMPACT Funds are available in the current budget in the Public Works Agency account for other traffic signal maintenance (Accounting Unit 02917620-62300). Contract funds for subsequent years will be included in future traffic signal maintenance budgets. APPROVED AS TO FUNDS AND ACCOUNTS: a di ez II Francisco Gutierrez Executive] irector Executive Director Public W ks Agency Finance & Management Services Agency RG/VN Exhibit: 1. Agreement 251-2 SERVICE AGREEMENT FOR ADVANCED TRAFFIC MANAGEMENT SYSTEM AND COMUNICATION MAINTENANCE AND REPAIR SERVICES THIS AGREEMENT made and entered into this day of 20_ by and between , (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of maintenance and repair of CCTV, Communication Systems, CMS, TMC equipment, twisted pair and fiber optic cables. 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 provide on call maintenance and repair of the Santa Ana Traffic Management Center (TMC), including CCTV, Communication Systems, CMS, TMC equipment, twisted pair and fiber optic cables, as set forth in Exhibit A to this Agreement. Said services shall be provided on an on-call basis, upon the written request of the Executive Director of Public Works or his designated representative. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $50,000, per year, during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2015 unless terminated earlier in accordance with Section 12, below. The first year contract will be from the 251-3 contract approved date to June 30, 2013. Following annual contract will be from July 1st to June 30`h for the remainder of the contract duration. The term of this Agreement may be extended for an additional two one-year period upon a writing executed by the Executive Director of Public Works and the City Attorney, for City, and Consultant's representative for Consultant. 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. 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 which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not-contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, 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. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. (not required as part of this agreement) e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: 251-4 (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 in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If 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 effect 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. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section l 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. 7. 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. 251-5 8. 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. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of the Public Works Agency Traffic Engineer City of Santa Ana 20 Civic Center Plaza (M-43) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-5616 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event 251-6 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 nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of 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. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 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. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 251-7 15. 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. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA CARVALHO City Attorney PAUL M. WALTERS City Manager By: CONSULTANT Laura Sheedy Assistant City Attorney 251-8 NAME (Title) Tax ID# ?E:XHIBIT A wM Electrical Data, Inc. Request for Proposals (RFP) For Advanced Traffic Signal Management System and Communication Systems On-call Repair Services City of Santa Ana Santa Ana Public Works Department 20 Civic Center Plaza Santa Ana, CA 92702 Proposals Due: Monday, July 30, 2012 @ 4:00pm Contractors State License #: C10-756309 5463 Diaz St., Irwindale, CA 91706 626-813-6693 Fax: 626-813-6604 251-9 C.r?os oti?rz Electrical Data, Inc. July 30, 2012 Mr. Vinh Nguyen City of Santa Ana Santa Ana Public Works Department 20 Civic Center Plaza Santa Ana, CA 92702 Dear Mr. Nguyen: Please accept our proposal for the Advanced Traffic Signal Management System and Communication Systems On-Call Repair Services request. Crosstown Electrical has been providing services for the City of Santa Ana for many years and will strive to continue to provide the City with the highest quality of service. We are able to respond to routine maintenance calls within 24 hours and can respond immediately to emergency calls to provide troubleshooting and solutions to any communication issue that may arise. Our team is highly qualified with years of communication and CCTV system experience. Please contact me if you have any questions concerning this proposal. Sincerely, I aaoll?ll ??? David P. Heermance Project Manager/ Principal Agent Contractors State License #: C10-756309 5463 Diaz St., Irwindale, CA 91706 626-813-6693 Fax: 626-813-6604 251-10 Crams o?vz? Electrical Data, Inc. Corporate Overview Crosstown Electrical and Data, Inc. is a Southern California based Electrical Contractor specializing in the installation of fiber optics, copper, and wireless, communications, and closed circuit television systems for Intelligent Transportation Systems. We were incorporated in November 1998 as a C-Corporation and are in our fourteenth successful year providing these services. Our corporate office is at 5463 Diaz Street in the City of Irwindale, California. We own a 7,000 SF building with offices, test laboratory and storage yard. Crosstown has a strong management team, with each member having at least twenty years of field experience, both in the technical and management areas for the installation of complex systems. Crosstown has developed an in-house technical team who is highly proficient in the implementation, installation, integration and maintenance of fiber optic, video, wireless, and data communications systems and have established themselves as premier integrators and installers of Traffic, Transportation, and Public Works related communications and CCTV systems in Southern California. We are licensed to contract for all types of electrical work (C- 10 License Number 756309). We are signatory with the local electrical union (IBEW Local 11) and have the resources to gear up rapidly should a contract require such action. Crosstown currently has 42 employees and has performed over 11 million dollars worth of work in our last fiscal year, and averaged over 11 million dollars per year over the past 3 years. We are financially strong, bondable, and have an excellent relationship with our banking facility, American Business Bank. Applicable Experience Over the past 15 years, Crosstown has performed work on ITS Communications systems throughout southern California, including multiple Wireless, fiber Optic, CCTV and Copper communications projects, and are intimately familiar with all aspects of ITS Communications. We currently have maintenance contracts with the cities of Pasadena, Fountain Valley, Burbank, Temecula, San Marcos, Santa Clarita, Glendale, and Downey. Project Management The project manager for this project is David Heermance. With over 30 years of electronic communication system experience, Mr. Heermance has extensive experience integrating all types of communications equipment. His prior experience includes the installation of Sonet Systems Networks on four City of Los Angeles ATSAC projects totaling more than 500 intersections, the subsequent upgrade of this system to an ATM system several years later, the first Caltrans - District 7 SONET Network, and numerous CCTV and communications and video projects, including the installation and integration of Caltrans District 7 and District 12 Communication and CCTV systems, and the conversion of the Caltrans District 12 Toll Road ITS System to Ethernet. 251-11 Electrical ' Data, Inc. Mr. Heermance will exercise single point responsibility for the overall project with special emphasis on management and technical issues. He has a reputation for solving technical issues, bringing projects in on time, within budget and with a satisfied customer. His duties will include: 1. Define, acquire, and allocate team resources 2. Coordination of staff 3. Maintenance of overall project schedule 4. Interface with all agencies involved 5. Perform project planning and budget forecasts 6. Maintenance of cost controls Safety and Traffic Control All Crosstown employees are trained in working around traffic signals in a live traffic environment. We own all of the proper safety and traffic control equipment such as cones, barricades and arrow boards, as well as confined space equipment including blowers, tripods and gas analyzers. Qualified Personnel The following personnel will be providing services for this project. Please see attached resumes. 1. David P. Heermance - Project Manager/ Principal Agent 2. Wendy Parker - General Foreman / Associate Project Manager 3. Vong Le - General Foreman / Fiber Optic Systems 4. Alex Zepeda - General Foreman / Technical Systems a. Jim Degener - Network Engineer b. Sam Nasser - Network Engineer 251-12 Crams o?vn Electrical ' Data, Inc. Statement of Qualifications Crosstown Electrical & Data, Inc. has vast experience in working with Advanced Traffic Management Systems to include Traffic Signal Systems, Closed Circuit Television systems and Transportation Information Systems. Our technicians have the skills and training to ensure proper communication can be established between Traffic Management Center and field equipment through fiber optic, twisted-pair interconnect, wireless broadband, and/or telephone (T1) lines. We are very familiar with Cohu and Pelco camera systems and all associated equipment and have installed hundreds of similar ITS systems throughout the state of California. Crosstown is an expert in fiber optic communication. We own our own fleet of fiber optic splicing vans which include all applicable equipment such as optical time domain reflectometers (OTDR's), light sources, power meters and fiber optic fusion splicers. We are able to troubleshoot and provide solutions quickly and efficiently to help maintain a properly functioning system. We have great relationships with our vendors and are able to procure replacement equipment in a timely manner. Our network engineers are able to provide any necessary network integration with networking and communication hardware and are very familiar with all TMC equipment such as computer servers, computer workstations, managed switches and routers, video processing units, hardwire interconnects and fiber optic patch panels. Crosstown is also able to perform field communication system repairs that may include the installation of conduit and cables, splicing and termination of fiber optic cable and hard interconnect cables and providing and installing splice kits. We are proficient in fiber optic splicing by the fusion method. Crosstown owns its own bucket/ lift/ boom trucks with a minimum of 50-foot reach capability and is able to arrive on site prepared and ready to troubleshoot/ repair and or install CCTV cameras or wireless communication equipment. Crosstown Electrical & Data, Inc. understands that all work activities shall be confined to the following hours unless specified otherwise: From 7:00 a.m. to 5:00 p.m., Monday through Friday, within work areas having either No lane closure or having continuous lane closures. From 9:00 a.m. to 3:00 p.m., Monday through Friday, for work requiring temporary lane closures. Our technicians will furnish all tools, equipment, apparatus, facilities, labor, services and materials to perform all work necessary to maintain/repair the ATMS and communication systems. Crosstown Electrical & Data, Inc. has performed numerous ITS communication projects in the city of Santa Ana including Maintenance projects in the past. We have provided splicing, termination and testing of fiber optic cable, installation and integration of closed circuit television systems, and installation and integration of electronic and wireless equipment. 251-13 Crams o?vn Electrical C -Data, Inc. Organizational Chart for Key Personnel David Heermance President Project Manager/ Principal Agent Wendy Parker General Manager Alex Zepeda Vong Le General Foreman General Foreman Technical Systems Fiber Optic Systems Sam Nasser Jim Degner Fiber Optic Network Engineer Network Engineer Technicians 251-14 CElectrical 0Data, Inc. David P. Heermance President Project Manager Education 1980-1983 Los Angeles Valley College A.S Degree (Computer Science) 1977-1980 Univac Education Center, Princeton, N.J. 1973-1976 U.S. Air Force School of Applied Aerospace Sciences - Keesler AFB, Miss. Certifications FCC General Radiotelephone Operators License Associations Traffic Signal Association (TSA) - 1991 President Employment History 1998 - Present Crosstown Electrical and Data, Inc, Director 1996 - 1998 Municipal Underground, Inc, Regional Manager 1991 -1996 Fischbach and Moore, Inc, Regional Director, Western Region 1989-1991 Traftech Electrical Control Systems, Inc, Owner 1980- 1989 L. A. County Department of Public Works, Electrician Supervisor 1977- 1980 Sperry Univac, Customer Engineer Professional Experience Mr. Heermance has over 30 years of experience in the installation, operation, maintenance and management of electronic equipment and communications, and fiber optic systems. He offers a thorough understanding of data communications, fiber optics, video, and their application to Intelligent Transportation Systems and has well developed management skills, and is proficient with construction management and practices. Automated Traffic Surveillance and Control (ATSAC) Projects, Los Angeles, CA - Mr. Heermance has been Project Manager of twelve completed ATSAC projects for the City of Los Angeles over the past 15 years, including Santa Monica Smart Corridor, Hollywood ATSAC, Victory West ATSAC, Ventura 2B ATSAC, Mar Vista ATSAC, Ronald Reagan Corridor ATSAC, Sepulveda Pass ATSAC, Culver City ATSAC, Route 405 Corridor ATSAC, Golden State II ATSAC, Harbor Gateway ATSAC, and Reseda Phase 1 ATSAC. These projects involved the upgrade of a total of 1900 intersections, including the installation of more than 130 miles of fiber optic and copper cable, 300 Cameras, a complete Sonet network, CCTV Control System, video switch matrices, voice and data transmission equipment, spread spectrum radio, microwave, atmospheric lasers, vehicle detection systems, changeable message signs, and equipment at the ATSAC Control Center. Caltrans CCTV and Fiber Optic Systems, Los Angeles and Orange Counties, CA - Mr. Heermance has been Project Manager of over 40 completed Caltrans CCTV and Fiber Optic System contracts, including six on Highway 5 in Los Angeles covering 60 miles of freeway, an Earthquake Relief project utilizing satellite communications to 32 different traffic elements throughout Los Angeles County, and several different projects in District 12 on Highways 5, 405 and 55. These projects included the installation of fiber optic and copper cable, 320 cameras, CCTV Control Systems, video switch matrices, voice and data transmission systems, Sonet network, data nodes, video nodes, vehicle detection systems, Satellite systems Changeable Message Signs, Highway Advisory Radio, and equipment at the District 7 and District 12 Traffic Management Centers. 251-15 C TS OWZ2 Electrical,L -Data, Inc. Wendy M. Parker General Foreman Associate Project Manager Education 1988-1992 Antelope Valley College A.S Degree 1991-1997 IBEW Training Center, Los Angeles- Various Electrical, Communications Courses 1992-Present Various Vendor Training Courses including CCTV, Video and Data Multiplexers Associations Member Traffic Signal Association (TSA) Employment History 1998 - Present Crosstown Electrical and Data, Inc, Communication Systems Project Manager 1996 - 1998 Municipal Underground, Inc, Communication Systems Specialist 1994 - 1996 Fischbach and Moore, Inc, Communication Systems Specialist Professional Experience Ms. Parker has fifteen years of experience in the installation, operation, and management of technical systems and projects. She specializes in all phases of electronic communications and video systems. She is well known within Caltrans for the quality of her workmanship. Ms. Parker regularly teaches maintenance and operation courses to Caltrans maintenance personnel and design engineers. Automated Traffic Surveillance and Control (ATSAC) Projects, Los Angeles, CA - Ms. Parker has been a Communication Systems Project Manager on eight completed ATSAC projects for the City of Los Angeles over the past 15 years, including Victory West ATSAC, Ventura 2B ATSAC, Mar Vista ATSAC, Ronald Reagan Corridor ATSAC, Sepulveda Pass ATSAC, Culver City ATSAC, and the Route 405 Corridor ATSAC. These projects involved the upgrade of a total of 1800 intersections, including the installation of more than 100 miles of fiber optic and copper cable, 300 Cameras, a complete Sonet network, data multiplexers, CCTV Control System, video switch matrices, voice and data transmission equipment, spread spectrum radio, microwave, atmospheric lasers, vehicle detection systems, changeable message signs, and equipment at the ATSAC Control Center. Caltrans CCTV and Fiber Optic Systems, Los Angeles and Orange Counties, CA - Ms. Parker has been a System Project Manager on sixteen completed Caltrans CCTV and Fiber Optic System contracts, including eleven on Highway 5, 10, 105,405 and 605 in Los Angeles covering over 100 miles of freeway, an Earthquake Relief project utilizing satellite communications to 32 different traffic elements throughout Los Angeles County, and five different projects in District 12 on Highways 5, 405 and 55. These projects included the installation of fiber optic and copper cable, cameras, CCTV Control Systems, video switch matrices, voice and data transmission systems, Sonet network, channel banks, vehicle detection systems, Satellite systems Changeable Message Signs, Highway Advisory Radio, and equipment at the Districts 7, 8 and 12 Transportation Management Centers. 251-16 CElectrical, Data, Inc. Vong Le General Foreman - Fiber Optic Systems Education 1997- 2000 Mt. San Antonio College - General Education 2001- Present Cal Poly Pomona- Civil and Electrical Engineering Courses Certifications • ETA International-Certified Fiber Optics Installer • Corning Cable Systems - TS-FSD-400 Fiber Optic Design Course for Single-mode and Multi-mode optical-area networks. • Corning Cable Systems - TS-LAN-500 Hands on Comprehensive Installation Technology Course for Mulitmode and Single-mode Optical Local Area Networks. • Light Brigade - Fiber Optic Design, Installation and Maintenance Course • Communications Supply Corporation - Fiber Optic Course FO 102 - Fiber optic theory, cable construction, OSP cable breakout, connectorization, fusion/mechanical splicing, OTDR, Source/Meter, Fault locator testing, installation, system design and troubleshooting. Employment History 2000 - Present Crosstown Electrical and Data, Inc. General Forman, Fiber Technician, Installer Professional Experience Mr. Le has twelve years of experience in the installation, splicing, termination, and testing of fiber optic cable. He specializes in both single-mode and multimode fiber, all types of terminations and connectors, and both fusion and mechanical splicing. He is extremely knowledgeable in the field of fiber optic testing with both the Optical Time Domain Reflectometer, and Light Source and Power Meter. He is well known within Caltrans and the City of Los Angeles for the quality of his workmanship. Mr. Le regularly assists with teaching fiber optic splicing, termination, testing, and installation courses to Caltrans and various City maintenance personnel and design engineers. Automated Traffic Surveillance and Control (ATSAC) Projects, Los Angeles, CA - Mr. Le has been a Fiber Technician on six completed ATSAC projects for the City of Los Angeles over the past 12 years, including Century City and Sepulveda ATSAC. These projects involved the upgrade of a total of 350 intersections, including the installation of more than 100 miles of fiber optic and copper cable, 50 Cameras, and numerous Fiber Distribution Units and underground splice closures. Caltrans CCTV and Fiber Optic Systems, Los Angeles and Orange Counties, CA - Mr. Le has been a Fiber Technician on numerous completed Caltrans CCTV and Fiber Optic System contracts, including Highway 10, 60, 405, 210, 101, and 605 in Los Angeles covering over 100 miles of freeway, and different projects in District 12 on Highways 91, 5, 405, 57and 55. These projects included the installation of fiber optic and copper cable, and hundreds of Fiber Distribution Units, Spider Fan-Out Kits, and Underground Splice Closures. In addition to the above mentioned projects, Mr. Le has worked on numerous projects in various cities including Burbank, Anaheim, Irvine, Buena Park, Calabasas, Glendale, San Diego, San Marcos, Corona, Fontana, Diamond Bar, Fullerton, Garden Grove, Santa Monica, Pasadena and Temecula. 251-17 wpm =Xm C??S r-Dat E lectrical a, Inc. Sam Nasser Network Engineer Education • Bachelor of Science Degree, Charter Oak State College • Cisco Networking CCNA Certified •CompTIAA+ Certified .Various Vendor Training Courses Including Wireless, Layer 3 Switches & DSL & Fiber Switches Employment History • 2006-Present Crosstown Electrical & Data Inc. Network Engineer • 2003-2006 Camco Communications Inc. Communication Systems Engineer • 1999-2006 GTC Telecom Inc. Communication Systems Engineer Professional Experience Mr. Nasser has 21 years of experience in the installation, operation, and management of technical systems and projects. He specializes in all phases of electronic communications, Ethernet, and video systems. In his current role at Crosstown, he is the lead Network Engineer charged with converting legacy communications systems to Ethernet. He is well known within Caltrans and other agencies for the quality of his workmanship. Mr. Nasser regularly teaches maintenance and operation courses to Caltrans maintenance personnel and design engineers. Reference Projects Network Engineer assigned to D-12 (Orange County) Toll Roads (73, 133, 241, 260): Digitizing CCTV (video & control), Data (Traffic Controllers) & integrating them into existing Caltrans TMC using video encoders, Serial to Ethernet adapter cards and Cisco Switches. Network Engineer assigned to Beach Blvd Traffic System (70 locations): Digitizing CCTV (video & control), Data (Traffic Controllers) & integrating them into Caltrans TMC system using Ruggedcom DSL Switches, Etherwan Layer 3 Switches, Serial to Ethernet adapter cards. Network Engineer assigned to Caltrans 1-5 Buena Park (Gateway Project): Digitizing CCTV (video & control), Data (Traffic Controllers) & CMS (Changeable Message Signs) and integrating them into Caltrans TMC system using Etherwan Fiber Switches, Cisco Layer 3 Switches, and Serial to Ethernet adapter cards. 251-18 CElectrical Data, Inc. James R. Degner Network Engineer Senior Network Engineer: With more than twenty-eight years of experience, Mr. Degner has gained extensive training and experience resulting in a keen understanding of advanced electronics systems using voice, video and data communications technologies. He possesses experience in all communications media including copper, fiber, satellite and microwave technologies. He has over ten years experience managing field personnel with five of those years supporting the communications and electrical requirements in California Freeway and Highway systems. Crosstown Electrical & Data, Inc., (December 2003 to present) Network Engineer Licensed contractor providing communications and video systems equipment and infrastructure. Responsibilities: Installation, configuration, programming, training and customer support for communications and video systems including SONET systems, channel banks, data multiplexers, routers, switches, video over IP, wireless and fiber optic networks, traffic monitoring and control equipment. Northrop Grumman Information Technology - (April 2000 to December 2003) Classification, E2 Supervising Engineer responsible for leading, supervising, organizing and training engineers and technicians to provide corrective, preventative and emergency maintenance and support of the Caltrans TOSNET communications network. Enterprise network consisting of copper, fiber, telco and satellite connections. Premise equipment includes computers, controllers, modems, bridges, channel banks, switches, multiplexers/ demultiplexers operating under SONET and DACs. TransCore (division of SAIC), Los Angeles, CA (January 1999 to April 2000) Classification, E1 Supervising Network Engineer assigned to CalTrans District 7 (L.A.) - Maintenance Contract to support Traffic Operations and district maintenance personnel on district-wide vehicle detection systems communications connectivity assurance. Supervised engineers and technicians in copper and fiber communications network fault isolation, trouble shooting and repair. Responsibilities: Supervise, lead and support maintenance of data communications network for L.A. Traffic Management Center (TMC). 1450 field elements (computers, cameras, controllers, etc.) connected to CO with copper and fiber lines, various distribution equipment DSO to OC-12. On-call 24/7 for dispatch. He worked directly with the Engineering, support and maintenance groups at CalTrans on repair and preventative maintenance. Results: Improvement in network reliability, performance. Faster response to problems. Higher morale in the TMC. Car Takers, Culver City, CA (Auto Towing Service) (June-December 1998) Project Manager, communications network support, vehicle tracking systems and control. Responsibilities: Managed personnel responsible for office functions, computers, communications and accounting systems. Developed and installed computer aided management visibility systems. Supervised customer relationship management, service and new client development and support. Other prior experience: includes 15 years of computer wholesale and retail management plus 13 years of industrial machine sales and technical support. Education: Two years of College: U.C.L.A. Psychology / Math Major (History Minor) Continuing education: Completion of numerous corporate training programs and seminars on Electronics, Data Communications and LAN - WAN Connectivity. Certifications (recent): Alcatel: DACS and SONET Provisioning and Maintenance - Model 1603SM and 1630SX Fiber Optic Switching: T-1 to OC-12 - November 2000, CalTrans District 7, Los Angeles Northrop Grumman: Project Management Training (PM-1) -April 2002, Camarillo, California 251-19 EXHIBIT B PROPOSERS CERTIFICATION and PROPOSAL ITEM PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposal. I have examined the Scope of Services (Exhibit A) and am familiar with the scope of work locations. I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. Proposal Item Price - Pricing shall be based on an hourly cost, time and materials basis or per task for services described in Exhibit A. Fee must be inclusive of all costs, including but not limited to, direct and indirect costs for labor, overhead, incidental supplies, travel, mileage, and fuel. Any special materials will be purchased by the Contractor only after discussed and authorized by the City Projects Manager or designee in writing. A. Material: Contractor's cost for the supply plus (+) 15 % per Section 2.04.19 of the "Greenbook" Standard Specifications For Public Works Constructions, latest edition. B. Labor: Contractor's rates (including all fringe benefits, markup, over heads, etc.) for all job classifications. List additional staff or equipment as necessary including minimum hourly charged per call out trip if applicable. Item Description Straight Time Overtime 1. Lead Technician w i T H s tows CC ?AU CK M?c! Ead?Pn?N? t9 4010 2. , AND CsMAIVIefd f&fT Technician w jrh a-to rocs @N vAnC $?/hr• $ ?/Ill'• 3. y 2vcIC Boom Ladder/Truck Im DfiQ. 601 $_ 0 /hr. $ 20 /hr. 4. 50' Height Boom Truck 50't $ 2.5, hr, $ ._v /hr. 5. Single-mode fiber fusion splice 141A t2 CA $ 3'0 /per fiber. 6. FISFIGS SO(.I"S, Fiber Optic Technician o cTii SPC[ ct M-4i 8! $ 13 0 /hr. $ 42 /610 /hr. a1,4Z L! 6tt r Sou,ecEI Pdo' ?i+. I'll Ky re o ix fvS/o,4 SPw az 7. , $ /hr. $ /hr. 8. $ /hr. $ /hr. 9. $ /hr. $ /hr. 10. $ /hr. $ /hr. it. 12. 13. 14. $ /hr. $ /hr. $ /hr. $ /hr. $ /hr. $ /hr. $ /hr. $ /hr. 251-20 15 $ /hr. $ /hr. 16. $ /hr. $ /hr. 17. $ /hr. $ /hr. 18. $ /hr. $ /hr. 19. $ /hr. $ /hr. 20. $ /hr. $ /hr. Crosstown Electrical & Data, Inc (626)813-6693 Pax:(626)R13-6604 LEGAL NAME OF COMPANY PHONE AND FAX NUMBER 5463 Diaz St., Irwindale, CA 91706 BUSINESS ADDRESS ?vid P. Heeraice President PRIN D N H® D AGENT TITLE _1 /- J V '1 L U V n. - l 7 SIGAACWF?E OF -AUTHORIZED AGENT DATE E-MAIL ADDRESS 22-3611877 C10-756309 FEDERAL IDENTIFICATION NUMBER (IF APPICABLE) CONTRACTOR LICENSE NUMBER (IF APPICABLE) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NON-RESPONSIVE 251-21 EXHIBIT C OFFEROR'S REFRENCES List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. I Customer Name: Citv of T_jA Contact Individual: manooc.bphr Adhami Address: ion S. Main. St. Phone Number: (626)255-4592 r.ns Angpl pG, r'A 9001 2 Facsimile Number: Contract Amount: $ 3 , 301 ,,759 Year: 2010 Description of supplies, equipment, or services provided: Providp, inctal1, Gp1 inPr terminate anci tpst fihpr nRtic cable. Install city furnished CCTV and communication equipment. Reference No. 2 Customer Name: City of Santa ClarQc ct Individual: Cesar Roma Address:23420 1.7alencia B11-1 Contract Amount:,K R 9 2, 24 R Phone Number: (661)286-4002 Facsimile Number:( 661 ) 254-3538 Year: Description of supplies, equipment, or services provided: Provide, install, splice, terminate and tpsf 32,000 ft of fiber opin c-ahl e, i ncta 1 1 10 cameras and i neta 1 1 F.thprnet RgUipment at 61 locations. Reference No. 3 Customer Name: San Rernarrii nra Contact Individual: Damp Chadhn»rnt-. Sfei ny & Co. Address: 385 N. Arrowhead Ave. Phone Number: (626) 338-9923 San Bernardino, 92415 Facsimile Number: (626)338-8343 Contract Amount: s 69 , '13 7 Year: O?Q Description of supplies, equipment, or services provided: Provide and install GDI spread spectrum radios, Encom radios and provide splicing, termination, and westing. THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NON-RESPONSIVE 251-22 EXHIBIT C (Continued) OFFEROR'S REFRENCES List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. I Customer Name: City o on ana Address: H353 Si Qrs? Ava. Fontana, CA 92355 Contract Amount: c 21 0, 2 4 4 Contact Individual: _ Darrin HuQcgi ns Phone Number: (909)350-652-5 Facsimile Number: Year: 2012 Description of supplies, equipment, or services provided: Provide a,nc_i install conduit and fiber optic cable and provide FO design. Install patch panels, splice closures,and modems at 1R lnratinns_ Perform splirinn, termination and testing. Reference No. 2 Customer Name: City of Wes tmins tEnntact Individual Adalfo Ozaeta Address: 8200 Westminster Bl Phone Number: (714)898-3311 Westminster, CA 92683 Facsimile Number: Contract Amount: 1 SA 691 Year: 2012 Description of supplies, equipment, or services provided: Provide and install approximately 42 CCTV cameras and accessories Reference No. 3 Customer Name: city of SnglewoodContact Individual: Tasper Domingo Address: One Masehest:er $1. Phone Number: (909)860-6222 Tngl ewaad,_1A90301 Facsimile Number: Contract Amount: $287,996 Year: 2 01 .0 Description of supplies, eQuipment or services provided: Provide and install 21 Ethernet Switches, 26,406 ft of 48 SMFO cable, 3,000 ft of 12 SMFO cable, install CCTV camera systems, encoders, and perform integration. THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NON-RESPONSIVE 251-23 EXHIBIT D PROPOSER'S STATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter CITY) shall constitute the entire agreement between PROPOSER and the CITY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to PROPOSER or deposited with the United States Postal Service properly addressed to the PROPOSER with the correct postage affixed thereto. PROPOSER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish CITY all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and CITY's legal holidays), or the funds, check, draft, or PROPOSER'S bond substituted in lieu thereof accompanying this proposal shall become the property of the CITY and shall be considered as payment of damages due to the delay and other causes suffered by CITY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by CITY is difficult to ascertain; otherwise said funds, check drafts, or PROPOSER'S bond substituted in lieu thereof shall be returned to the undersigned. PROPOSER understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the Specifications, the Certification of Non-Discrimination by Contractors, and the required Insurance Certificates are to be incorporated by reference into this Agreement and are made specifically as part of this RFP. Firm Crosstown Electrical & Data, Inc. Signed and Printed Name: David P. Heermance e Title PrPCi HPnf Date 7-30-12 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NON-RESPONSIVE 251-24 EXHIBIT E CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction/services contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965,and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1039, and as amended, No discrimination shall be made in the employment of persons because of race, religious creed, color 251-25 Firm Sign Printed Name David P. Heermance Title President Date 7-30-12 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NON-RESPONSIVE 251-26 national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor violating this Section is subject to all the penalties imposed for a violation of the Chapter. EXHIBIT F NON-COLLUSION AFFIDAVIT CITY OF SANTA ANA NON-COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the PROPOSER declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the PROPOSER has not directly or indirectly induced or solicited any other PROPOSER to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any PROPOSER or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the PROPOSER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the PROPOSER or any PROPOSER, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other PROPOSER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the PROPOSER has not, directly or indirectly, submitted his or her proposal 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 proposal. Note: The above Non-collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereo hall also constitut signature of this Non-collusion Affidavit. PROPOSERS are cautioned thff U&kin1A4aIW cert' ation may subject the certifier to criminal prosecution. State of California County of Subscribed and sworn to (or affirmed) before me on this day of , 20 , by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. C'er-t-i?i a-?e o-E f? naw I Pd9 ??nQ?T PI eat S Attadld Notary Public Signature Notary Public Seal THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NON-RESPONSIVE 251-27 I. , CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of ? 0 5 44 On Jv Iv 39i 'Zt? 12- before me, el-f)-La,? r e personally appeared :P f} y i p 7. :H F-i? t2 Jl? A nl G 11-?4 .0 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ANDREA NEERMANU COMM. 01935295 Kolar Public • California WITNESS my hand and offici cal. ig k% County Comm. Dom May 7.2015 Sig'a of Notary Public (Notary scal) ADDITIONAL OPTIONAL INFORMATION DESCRIPT10N OF THE ATTACHED DOCUMENT / ? 0 n ? (.D ?'y S rb r1 O?T 1'T i`/IGG y ? f' (Title or description of attached document) (Title or description of attached document continued) Number of Pages t Document Date (Additional information) CAPACITY CLAIMED BY THE SIGNER ? Individual (s) Corps to Offit r v Critto ? Partner(s) ? Attorney-in-Fact ? Trustee(s) ? Other INSTRUCTIONS FOR COMPLETING THIS FORM -4rW acir-Wedgment completed in California must contain verbiage ewcty as appearr above in the notary section or a separase acnnoWedgmenr form must be properly completed and atigched to that document. 77re only exception u if a doomed is so be recorded outside of Cabforaia. in such inssamcer, any ahermaum acb-Wedgmew verbiage as may be printed on such a document so long as as verbiage does not require the notary to do somdhdrg that is illegal for a notary in Cahfo da CLe. cerig*g she authorized cgwdty of the sigmw). Please check the document eamNly for proper notarial wording and attach this form fjrequired • state and County information must be the State and County where the document sign(s) personally appeared Were the notary public for admotvkedgment • Date of notarization must be the date that the signa(l) personally appeared which most also be the same date the acknowledgment is completed • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • ' Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. hdsbdrhey,- is /are) or circling the correct forrtms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cove text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different scJmowledgment form. • Signature of the notary public must match the signature on tie with the office of the county desk. V, Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a difIet+ent document t, Indicate tide or type of ansched document, number ofpages and date. b Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title.(i.o. CEO, CFO, secretary). • Securely attach this document to the signed document LuUN version CAPA 02.10.07 800.873-9865 wwwNotaryClasses.eom 251-28 ':"A Y C) r Mique? A Pudic MAOR PPEP,. ?iaudia C Aiu[d;: Mu;hele "?i?fr?u;?; July 25, 2012 ADDENDUM No. ONE A.,' _" • CITY OF SANTA ANA PUBLIC WORKS AGENCY M-36 Y MANAGER PaUI M Walters A'!C)Wt FY ?ma Gar?ahc> E PK OF FNF. COUNC H M?Inv D 1Iwzae SUBJECT: Request For Proposals For Advanced Traffic Signal Management System and Communication Systems On-Call Repair Services. The following changes have been made to Request For Proposals of the subject projects: 1. Page 2 of 7: "Class A10" is revised to read "Class C10". 2. Page 6 of 7: a. Section F: Exhibit F is revised to read: NON-COLLUSION AFFITDAVIT b. Section G is removed. All other terms and conditions remain the same. FOR THE CITY OF SANTA ANA Souri Amirani Acting City Engineer 251-29 251-30 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2012 TITLE: AGREEMENT WITH THE STATE OF CALIFORNIA FOR TELEPHONE SERVICE REIMBURSEMENT .......... CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1" Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute the attached agreement with the State of California, Employment Development Department, to reimburse the City for telephone service costs, in an amount not to exceed $37,816 subject to non-substantive changes approved by the City Attorney. DISCUSSION The State of California, Employment Development Department (EDD), shares office space at the Santa Ana W/O/R/K Center and also utilizes the City-owned telephone system. This agreement would reimburse the City for the monthly telephone service charges and actual long distance and toll charges incurred by the EDD staff for use of the City's telephone system. The agreement term will be for two years from July 1, 2012 through June 30, 2014 in the amount of $37,816. FISCAL IMPACT Funds will be deposited into the W/O/R/K Center's One Stop Program Communications account (no. 12318751-62010-13700301213-3070). APPROVED AS TO FUNDS AND ACCOUNTS: 11. 1 V t,r) L ? & .) C' Nancy T. wards Interim Exe utive Director Community Development Agency Exhibit: 1. State of California Agreement Francisco Gutierrez Executive Director Finance & Management Services Agency 25J-1 25J-2 STATE OF CALIFORNIA STANDARD AGREEMENT STD. 213 (Rev 06/03) AGREEMENT NUMBER REGISTRATION NUMBER M387832 1. This Agreement is entered into between the State Agency and the Contractor named below: ------------- -------- STATE AGENCY'S NAME Employment Development Department CONTRACTOR'S NAME City of Santa Ana Work Center 2. The term of this Agreement is: July 1, 2012 through June 30, 2014, or upon final approval. 3. The maximum amount $37,816.00 of this Agreement is: Thirty Seven Thousand Eight Hundred Sixteen Dollars and No Cents 4. The parties agree to comply with the terms and conditions of the following exhibits which are by this reference made a part of the Agreement. Exhibit A Scope of Work 1 Page Attachment A-1 Specifications 1 Page Exhibit B Budget Detail and Payment Provisions 1 Page Attachment B-1 Cost Breakdown 1 Page Exhibit C * General Terms and Conditions GTC 610 Exhibit D Special Terms and Conditions 1 Page Items shown with an Asterisk (`), are hereby incorporated by reference and made part of this Agreement as if attached hereto These documents can be viewed at www.ols.dgs.ca.gov/Standard%2OLanguage/defualt.htm IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto. CONTRACTOR California Department of General -- - Services Use Only CONTRACTOR'S NAME (if other than an individual, state whether a corporation, partnership, etc.) City of Santa Ana Work Center BY (Authorized Signature) DATE SIGNED (Do not type) ---- - - - -------- ..... PRINTED NAME AND TITLE OF PERSON SIGNING Nancy Edwards, Interim Executive Director APPROVED AS TO ?ORM ADDRESS 1000 E Santa Ana Blvd Suite 200, Santa Ana, CA 92701 i inn r nrn nnl/ STATE OF CALIFORNIA AGENCY NAME Employment Development Department BY (Authorized Signature) PRINTED NAME AND TITLE OF PERSON SIGNING Rose Liu, Chief, Procurement Section ADDRESS 800 Capitol Mall, MIC 62-C, Sacramento, CA 95814 Assistant City A DATE SIGNED (Do not type) 25J-3 ?x Exempt per: DGS Exemption Letter No. 54.3 EXHIBIT 1 EDD Contract No, M387832 EDD/City of Santa Ana Work Center Page 1 of 1 EXHIBIT A (Standard Agreement) SCOPE OF WORK This Agreement is entered into by and between the Employment Development Department, hereinafter referred to as EDD, and City of Santa Ana Work Center, hereinafter referred to as Contractor, for the purpose of reimbursing the Contractor for EDD's share of the telephone service cost at the Santa Ana One-Stop Career Center located at 1000 East Santa Ana Blvd., Santa Ana, CA. EDD is co-located at this site under the Workforce Investment Act (WIA) mandate. 2. The services shall be reimbursed in accordance with Attachment A-1, Specifications, and Exhibit B-1, Budget Detail. 3. The project representative during the term of this agreement will be: State Agency Employment Development Department Attn: Ana Martini 1000 East Santa Ana Blvd., Suite 103 Santa Ana, CA 92701 Phone: (714) 565-2680 Contractor City of Santa Ana Work Center Attn: Deborah Sanchez 1000 East Santa Ana Blvd., Suite 200 Santa Ana, CA 92701 Phone: (714) 565-2621 25J-4 EDD Contract No. M387832 EDD/City of Santa Ana Work Center Page 1 of 1 ATTACHMENT A-1 SPECIFICATIONS The Employment Development Department (EDD) agrees to utilize the partners telephone services at the Santa Ana One-Stop Career Center located at 1000 East Santa Ana Blvd., Santa Ana, California. Telephone Service Scenarios • The partner agrees to provide the EDD staff with proprietary telephone system instruments attached. Telephone services shall include, instrument, installation, cross connects, dial tone access, long distance access, programming, voicemail, maintenance, and shared incoming trunk cost. • The partner agrees to coordinate the specific line appearance and ring programming of the EDD staff telephone instruments with the EDD Data Processing Vendor Management Unit Analyst and the local office manager. EDD staff instruments shall restrict 900, 976, 3rd party, caller ID, and international calls. • The Partner agrees to perform Moves, Adds, and Changes, (MAC's) to EDD assigned system instruments. The Partner also agrees to perform MAC's for peripheral EDD lines and instruments not connected to the partner telephone system. Peripheral lines are identified as fax, modem, Unemployment Insurance direct connects, etc. • The Partner agrees to invoice the Department, in arrears, for applicable one-time charges. • The Partner agrees to invoice the Department (EDD) monthly in arrears for the agreed upon ongoing telephone service charges, and, actual long distance and toll charges incurred by the EDD staff using the partner telephone system. Long distance and toll charges shall be itemized by station number in a monthly cost accounting report that will be made available to the EDD manager. 25J-5 EDD Contract No. M387832 EDD/City of Santa Ana Work Center Page 1 of 1 EXHIBIT B (Standard Agreement) BUDGET DETAIL AND PAYMENT PROVISIONS 1. Invoicing and Pavment The total amount of this Agreement shall not exceed Thirty Seven Thousand Eight Hundred Sixteen Dollars and No Cents ($37,816.00). Invoices may be submitted monthly in triplicate, in arrears, and must reference the EDD Contract Number M387832 and shall be forwarded to: Employment Development Department 1000 E. Santa Ana Blvd., Suite 103 Santa Ana, CA 92701 Attn: Ana Martini 2. Budget Contingency Clause It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of congressional and legislative appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays which would occur if the Agreement were executed after that determination was made. This Agreement is valid and enforceable only if (1) sufficient funds are made available by the State Budget Act of the appropriate State Fiscal Year(s) covered by this Agreement for the purposes of this program; and (2) sufficient funds are made available to the State by the United States Government or by the State of California for the Fiscal Year(s) covered by this Agreement for the purposes of this program. In addition, this Agreement is subject to any additional restrictions, limitations or conditions established by the United States Government and/or the State of California, or any statute enacted by the Congress and Legislature, which may affect the provisions, terms or funding of the Agreement in any manner. EDD has the option to terminate the agreement under the 30-day termination clause or to amend the Agreement to reflect any reduction of funds. 3. California Prompt Payment Clause Payment will be made in accordance with, and within the time specified in, Government Code Chapter 4.5, commencing with Section 927. 25J-6 N N - M a0 C O r- N M U tV Y N G Q w C cv O U W T c m O G Y CU m E ?m U ttS "' 0 Q U rn +. U N d E I - O w 'DL = c CO J v r f/) E a c N Q N Z a dS o M ? 0 ) M m uj D U O .O t0 i o C c o ? - (n O (u c0 a z M N O - ?? • O O 69 C_ O U ? ? i ? N - 0 Q N •- L c c N ti a ?? O N 'O O E "O C- t0 t0 U ? V ? CY) Ql/ p - LU i Z W Q O O O O O T T T T L f I - L) CD CD CD CD Q W O O O O LO LO LO tr ) O O U LO to O to to O IL N N N to ?' a s co F- f LIJ O C14 O 0 0 C14 LJ.I N n F- e- U W O O O O Q N fA U N L J C O 0 69 0 o - C ?- ro O _ - Q H v 0) o? N o 06 co Z O Z U N 69 Q I J T ? O N to 6~9 to N F- Z O U ? O ? E a? c Z E O m N °: J F- 0 - a' 4) O U c m cn w a) = O m U p O c 0 C o U) U c i a o - ? ?- E ca J _2- v C o o 07 W 0 s O J a rn cn W v> rn uj l C a c c r c L c L c F- w a a a CL a I rn 25J-7 EDD Contract No. M387832 EDD/City of Santa Ana Work Center Page 1 of 1 EXHIBIT D (Standard Agreement) SPECIAL TERMS AND CONDITIONS 1. Settlement of Disputes In the event of a dispute between EDD and the Contractor over any part of this Agreement, the dispute may be submitted to non-binding arbitration upon the consent of both EDD and the Contractor. An election for arbitration pursuant to this provision shall not preclude either party from pursuing any remedy for relief otherwise available. 2. Workforce Investment Act A. Contractor agrees to conform to nondiscrimination provisions of the Workforce Investment Act (WIA) and other federal nondiscrimination requirement as referenced in 29 CFR, Part 37. B. Contractor agrees to conform to the provisions of the Workforce Investment Act (WIA) and the contract requirements as referenced in 29 CFR Part 95, Appendix A and 29 CFR, Part 97.36(i)(1-13). 3. Termination This Agreement may be terminated by either party by giving written notice 30 days prior to the effective date of such termination. 25J-8 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION LOWER TIER COVERED TRANSACTION This certification is required by the regulations implementing Executive Order, 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants' responsibilities. The regulations were published as Part VII of the May 26, 1988, Federal Register (Pages 19160-19211). (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS WHICH ARE AN INTEGRAL PART OF THE CERTIFICATION.) The prospective recipient of Federal assistance funds certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 2. Where the prospective recipient of Federal assistance funds is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Nancy T. Edwards, Interim Executive Director Name and Title of Authorized Representative Signature FD118 (Rev. 9/22/04) Data App-ROVED AS TO V0111 LISA E. S70RCK Assistant City Attorney 25J-9 INSTRUCTIONS FOR CERTIFICATION 1. By signing and submitting this proposal, the prospective recipient of Federal assistance funds is providing the certification as set out below. 2. The certification in this clause is material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective recipient of Federal assistance funds knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment. 3. The prospective recipient of Federal assistance funds shall provide immediate written notice to the person to whom this proposal is submitted if at any time the prospective recipient of Federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules and implementing Executive Order 12549. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective recipient of Federal assistance funds agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL. 6. The prospective recipient of Federal assistance funds further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion--Lower Tier Covered Transactions, "without modification, in all lower tier covered transaction and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may but is not required to, check the List of Parties Excluded From Procurement or Nonprocurement Programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings, 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntary excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment. FD118 (Rev. 9/22/04) 25J-10 CCC-307 CERTIFICATION I, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly authorized to legally bind the prospective Contractor to the clause(s) listed below. This certification is made under the laws of the State of California. Contractor/Bidder Firm Name (Printed) City of Santa Ana - WORK Center Federal ID Number 95-6000 785 By (Authorized Signature) ___.._....._.._..-_.-__..._._...-.-_-._.__...._..._..----..---..____....._...._.._..__.__..._.._.__..__......._.___.._...,._..__._......_...._... ._....----.. . . ..._..... _ ._ _._...._.____.______...__.._._.__.._.__.__...__..._.__---__- Printed Name and Title of Person Signing Nancy T. Edwards, Interim Executive Director Date Executed Executed in the County of Orange APPROVED AS TO F0 ,.. I CONTRACTOR CERTIFICATION CLAUSES LISA E. ST RCK Assistant City Attorney, 1. STATEMENT OF COMPLIANCE: Contractor has, unless exempted, complied with the nondiscrimination program requirements. (Gov. Code § 12990 (a-f) and CCR, Title 2, Section 8103) (Not applicable to public entities.) 2. DRUG-FREE WORKPLACE REQUIREMENTS: Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions: a, Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, b. Establish a Drug-Free Awareness Program to inform employees about: 1) the dangers of drug abuse in the workplace; 2) the person's or organization's policy of maintaining a drug-free workplace; 3) any available counseling, rehabilitation and employee assistance programs; and, 4) penalties that may be imposed upon employees for drug abuse violations. c. Every employee who works on the proposed Agreement will: 1) receive a copy of the company's drug-free workplace policy statement; and, 2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement. Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Contractor may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Contractor has made false certification, or violated the 25J-11 certification by failing to carry out the requirements as noted above. (Gov. Code §8350 et seq.) 3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor certifies that no more than one (1) final unappealable finding of contempt of court by a Federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor's failure to comply with an order of a Federal court, which orders Contractor to comply with an order of the National Labor Relations Board. (Pub. Contract Code. § 10296) (Not applicable to public entities.) 4. CONTRACTS FOR LEGAL SERVICES $50,000 OR MORE- PRO BONO REQUIREMENT: Contractor hereby certifies that contractor will comply with the requirements of Section 6072 of the Business and Professions Code, effective January 1, 2003. Contractor agrees to make a good faith effort to provide a minimum number of hours of pro bono legal services during each year of the contract equal to the lessor of 30 multiplied by the number of full time attorneys in the firm's offices in the State, with the number of hours prorated on an actual day basis for any contract period of less than a full year or 10% of its contract with the State. Failure to make a good faith effort may be cause for non-renewal of a state contract for legal services, and may be taken into account when determining the award of future contracts with the State for legal services. 5. EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code Section 10286 and 10286, 1, and is eligible to contract with the State of California. 6. SWEATFREE CODE OF CONDUCT: a. All Contractors contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the state pursuant to the contract have been laundered or produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under per al sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The contractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dinca.gov, and Public Contract Code Section 6108. b. The contractor agrees to cooperate fully in providing reasonable access to the contractor's records, documents, agents or employees, or premises if reasonably required by authorized officials of the contracting agency, the Department of Industrial Relations, 25J-12 or the Department of Justice to determine the contractor's compliance with the requirements under paragraph (a). 7. DOMESTIC PARTNERS: For contracts over $100,000 executed or amended after January 1, 2007, the contractor certifies that contractor is in compliance with Public Contract Code section 10295.3. DOING BUSINESS WITH THE STATE OF CALIFORNIA The following laws apply to persons or entities doing business with the State of California. 1. CONFLICT OF INTEREST: Contractor needs to be aware of the following provisions regarding current or former state employees. If Contractor has any questions on the status of any person rendering services or involved with the Agreement, the awarding agency must be contacted immediately for clarification. Current State Employees (Pub. Contract Code § 10410): 1), No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment. 2). No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services. Former State Employees (Pub. Contract Code § 10411): 1). For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision-malting process relevant to the contract while employed in any capacity by any state agency. 2). For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-malting position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service. If Contractor violates any provisions of above paragraphs, such action by Contractor shall render this Agreement void. (Pub. Contract Code § 10420) Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Pub. Contract Code §10430 (e)) 25J-13 2. LABOR CODE/WORKERS' COMPENSATION: Contractor needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake. self-insurance in accordance with the provisions, and Contractor affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code Section 3700) 3. AMERICANS WITH DISABILITIES ACT: Contractor assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.) 4, CONTRACTOR NAME CHANGE: An amendment is required to change the Contractor's name as listed on this Agreement. Upon receipt of legal documentation of the name change the State will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment. 5. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA: a, When agreements are to be performed in the state by corporations, the contracting agencies will be verifying that the contractor is currently qualified to do business in California in order to ensure that all obligations due to the state are fulfilled. b. "Doing business" is defined in R&TC Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to taxation, rarely will a corporate contractor performing within the state not be subject to the franchise tax. c. Both domestic and foreign corporations (those incorporated outside of California) must be in good standing in order to be qualified to do business in California. Agencies will determine whether a corporation is in good standing by calling the Office of the Secretary of State. 6. RESOLUTION: A county, city, district, or other local public body must provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of the agreement. 7. AIR OR WATER POLLUTION VIOLATION: Under the State laws, the Contractor shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution. 8. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all contractors that are not another state agency or other governmental entity. 25J-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2012 TITLE CLERK OF COUNCIL USE ONLY: APPROVED RESOLUTION AND ORDINANCE ? As Recommended RELATING TO ENFORCEMENT OF El Amended El Or dinance on 1St Reading PARKING REGULATIONS AND ? Ordinance on 2nd Reading TRAFFIC CONTROL ? Implementing Resolution ? Set Public Hearing For CITY MANAGER CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Adopt a resolution authorizing designated employees of the City's parking control contractor to perform parking enforcement and traffic control services. 2. Adopt an ordinance amending Chapter 36 of the Santa Ana Municipal Code allowing contractors assigned by the Chief of Police or City Manager to conduct enforcement related to the City's parking regulations and traffic control as needed. DISCUSSION The Santa Ana Police Department's Traffic Division is responsible for the enforcement of parking regulations throughout the City. Park Rangers, hired by the Personnel Department, are also responsible for enforcement of the Santa Ana Municipal Code, including parking regulation, in the City parks. Due to staffing shortages and the inability to fill vacant positions, the City has experienced difficulty fulfilling these responsibilities along with other assigned duties. In addition, the Police Department and Park Rangers are commonly tasked with traffic control assignments related to large and small scale incidents as well as special events that require additional staffing to perform in a safe and effective manner. As mentioned, the Police Department no longer has the non-sworn staff to adequately carry out these duties. The Police Department issued a Request for Proposal (RFP) for parking enforcement services, including a full-time supervisor, to staff the City's current seven street sweeping routes, assist with traffic control assignments and enforce other parking regulations as deemed necessary. The RFP also mandated specific training in these areas to ensure the selected contractor's staff is well-prepared to perform the requested services. After a comprehensive analysis of the 5OA-1 Resolution Authorizing Contractors to Perform Parking Enforcement and Traffic Control and Ordinance Amending SAMC Chapter 36 August 20, 2012 submitted bids, the City chose Central Parking System, Inc. to conduct these services as an independent contractor. On July 16, 2012, the Santa Ana City Council approved the agreement and the parties entered into a contract effective August 1, 2012. Contractor's enforcement services under the agreement are scheduled to commence on September 4, 2012, at which time the City will have insufficient staffing to perform parking enforcement and traffic control services. City staff is currently assessing the possibility of contracting out our park ranger services, including parking enforcement and traffic control in the city parks. Currently, Chapter 36 of the Santa Ana Municipal Code authorizes officers of the police department of this city, or such officers as are assigned by the Chief of Police, to direct all traffic and enforce all traffic laws of this city. However, an amendment to the current language in the Santa Ana Municipal Code is necessary to authorize contractors assigned by the Chief of Police or City Manager to enforce the City's parking regulations and direct traffic. The resolution and revised ordinance will authorize contractors assigned by the Chief of Police or City Manager to enforce and issue citations for violations of Santa Ana Municipal Code parking regulations as designated by the Chief of Police or the City Manager, and to direct or regulate traffic as is deemed necessary and as authorized by the Chief of Police or City Manager. FISCAL IMPACT There is no fiscal impact associated with this action. Carlos Rojas Deputy Chief Police Department Attachments: Resolution Ordinance 5OA-2 tlj/ 08/13/12 RESOLUTION NO. 2012-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING PARKING CONTROL ENFORCEMENT CONTRACTORS TO PERFORM PARKING ENFORCEMENT AND TRAFFIC CONTROL SERVICES 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. Article XI, Section 7 of the California Constitution and California Government Code Section 37100 provide the City of Santa Ana with authority to enact local ordinances to protect the health, safety, and welfare of its residents. B. Santa Ana Municipal Code section 36-26 provides that all resolutions passed and adopted by the City Council pursuant to the provisions of Santa Ana Municipal Code Chapter 36 ("Chapter"), and pursuant to the provisions of the state vehicle code, affecting subjects covered by said Chapter, shall be deemed to be a part of said Chapter, and any violations of any of the provisions of any such resolution shall be deemed to be a violation of said Chapter, to the same effect as if said resolution were fully set out in the Code. C. The City's National Pollutant Discharge Elimination System ("NPDES") permit requires the City to maintain and keep clean its curbs and gutters to prevent pollutants from entering into the storm drains. D. In order to maintain its curbs and gutters and to maintain public health and safety, the City must enforce its parking control regulations, as cars parked illegally prevent the street sweeper from cleaning the City's curbs and gutters. E. The City is required to carry out traffic control duties at various events that require substantial staffing levels to perform in a safe and effective manner. F. Currently, Chapter 36 of the Santa Ana Municipal Code authorizes officers of the police department of this city, or such officers as are assigned by Resolution No. 2012-XXX Page 1 of 3 5OA-3 the Chief of Police, to direct all traffic and enforce all traffic laws of this city. G. On July 16, 2012, the City of Santa Ana entered into an agreement with Central Parking System, Inc. ("Contractor"), under which agreement Contractor will perform street sweeping parking enforcement services, traffic control as needed, and enforcement of other parking regulations as may be authorized by the Chief of Police. H. Contractor's enforcement services under said agreement are scheduled to commence on September 4, 2012, at which time the City will have insufficient staffing to perform necessary parking enforcement and traffic control services. Therefore, it is necessary that the City Council authorize designated employees of the City's parking control contractor to enforce and issue citations for violations of Santa Ana Municipal Code parking regulations as are designated by the Chief of Police or the City Manager, and to direct or regulate traffic as is deemed necessary and as authorized by the Chief of Police or City Manager. Section 2. The City Council of the City of Santa Ana hereby approves, authorizes and empowers Parking Enforcement Checkers and Supervisors assigned pursuant to the agreement with Central Parking System, Inc., to enforce and issue citations for violations of Santa Ana Municipal Code parking regulations specified by the Chief of Police or the City Manager, and to perform traffic control services at the request of the Chief of Police or City Manager. 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 2012. Miguel A. Pulido Mayor Resolution No. 2012-XXX Page 2 of 2 5OA-4 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Teresa L. Judd 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. 2012-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Resolution No. 2012-XXX Page 3 of 3 Clerk of the Council City of Santa Ana 5OA-5 TLJ 8/9/12 ORDINANCE NO. NS-XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTER 36 OF THE SANTA ANA MUNICIPAL CODE RELATING TO ENFORCEMENT OF PARKING CONTROL REGULATIONS AND TRAFFIC CONTROL SERVICES THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows: A. Article XI, Section 7 of the California Constitution and California Government Code Section 37100 provide the City of Santa Ana with authority to enact local ordinances to protect the health, safety, and welfare of its residents. B. The City has determined that certain City services, including the parking control regulations, certain traffic control operations and park ranger services, may be provided on a cost effective basis by contractors with the knowledge and skill necessary to provide those services. C. Currently, Chapter 36 of the Santa Ana Municipal Code authorizes officers of the police department of this city, or such officers as are assigned by the Chief of Police, to direct all traffic and enforce all traffic laws of this city. D. The City has contracted for parking control enforcement and traffic control services and intends to contract for park ranger services, as it has insufficient employee staffing to perform such services. E. Therefore, the City Council has deemed it necessary that the City authorize its contracted parking control staff and contracted park rangers to enforce and issue citations for violations of Santa Ana Municipal Code parking regulations as are designated by the Chief of Police or the City Manager, and to direct or regulate traffic as is deemed necessary and as authorized by the Chief of Police or City Manager Ordinance No. NS-XXX Page 1 of 4 5OA-6 F. All provisions of the Santa Ana Municipal Code which are repeated herein are repeated solely in order to comply with the provisions of section 418 of the Charter of the City of Santa Ana. Any such restatement of existing provisions of the Code is not intended, nor shall it be interpreted, as constituting a new action or decision of the City Council, but rather such provisions are repeated for tracking purposes only in conformance with the Charter. Section 2. Section 36-27(a) of the Santa Ana Municipal Code is hereby amended to read as follows (new language in bold, deleted language in strikeout for tracking purposes only): Sec. 36-27. Violations; penalty; appearance; bail. (a) Officers of the police department, or such employees, agents, or contractors as are assigned by the chief of police or city manager, are authorized to take the number of any vehicle or thing parked, placed, ranked, stored, or left in violation of any of the provisions of this aFt+sleCode; the state vehicle license of such vehicle; the time and date of such overparking; and the make of such vehicle; and to issue, in writing, a citation for said violation in the same form and subject to the same procedure provided for by the ordinances of the city and the laws of the state applicable to the traffic violation within the city. Section 3. Section 36-30 of the Santa Ana Municipal Code is hereby amended to read as follows (new language in bold, deleted language in strikeout for tracking purposes only): Sec. 36-30. - RespensibiPty Authority of PGliGe officers. (a) it shall be the duty of Officers of the police department, or such e#feers-employees as are assigned by the chief of police or city manager, are authorized to enforce all traffic laws of this city, and all of the vehicle code sections applicable in this city. (b) Officers of the police department, or such employees, agents, or contractors as are assigned by the chief of police or city manager, are authorized to enforce the parking regulations imposed under this Code. Ordinance No. NS-XXX Page 2 of 4 5OA-7 Section 4. Section 36-31 of the Santa Ana Municipal Code is hereby amended, such that it reads as follows (new language in bold, deleted language in strikeout for tracking purposes only): Sec. 36-31. Authority to direct traffic - Emergency authority.of peIise e#iseFs. Officers of the police department, or such e#isersemployees, agents, or contractors as are assigned by the chief of police or city manager, are authorized to direct all traffic by voice, signals or other devices in conformance with traffic laws, provided that in the event of fire or other emergency, officers of the police department, or such employees, agents, or contractors as are assigned by the chief of police or city manager, may direct traffic as conditions require, notwithstanding the provisions of the traffic laws. Section 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. Section 5. Neither the adoption of this ordinance nor the repeal hereby of any ordinance shall in any manner affect the prosecution for violations of ordinances, which violations were committed prior to the effective date hereof, nor be construed as affecting any of the provisions of such ordinance relating to the collection of any such license or penalty or the penal provision applicable to any violation thereof. ADOPTED this day of 2012 Miguel A. Pulido Mayor Ordinance No. NS-XXX Page 3 of 4 5OA-8 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Teresa L. Judd Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance No. NS-XXX Page 4 of 4 5OA-9 5OA-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2012 TITLE: RESOLUTION APPROVING RELOCATION PLAN FOR THE GRAND AVENUE WIDENING PROJECT BETWEEN FIRST AND FOURTH STREETS (PROJECT NO. 081732 - NONGENERAL FUND) l CITY MANAG R RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1" Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution approving the Relocation Plan for Grand Avenue Widening project from First to Fourth Street. DISCUSSION Grand Avenue is a major north-south transportation facility, which is designated as a major arterial highway in the City's Circulation Element of the General Plan, and carries in excess of 35,000 vehicles per day. The widening of Grand Avenue between First and Seventeenth Streets has been a long-term priority project that will be constructed in several phases. Improvements include the widening of the street from two to three lanes in each direction, raised landscaped medians, and curb, gutter, and sidewalk construction. The Public Works Agency is in the process of acquiring property for Phase I between First and Fourth Streets, and expects to complete the acquisition process by June 2013. Construction is expected to start in the summer of 2013. The primary purpose of the Relocation Plan is to outline the requirements for moving and re- establishing the displaced residential and business occupants, and to demonstrate the level of advisory and financial assistance that will be provided. Based on occupant interviews, needs analyses, and searches for appropriate replacement sites, the Agency estimates relocation costs to be approximately $2,110,000. The Draft Relocation Plan was made available for public review for 30 days beginning July 7, 2012. Each potentially displaced occupant was given written notification of the availability of the Relocation Plan and his/her opportunity to submit questions and comments. The Relocation Plan was available for review at the City library, the Clerk of the Council's office, the Public Works Agency's counter and the City Public Works Agency website. In addition, the Advisory Notice was mailed to all displaced residential and business occupants and owners. All questions and comments have been incorporated into the final Relocation Plan. 55A-1 Resolution Approving Relocation Plan for Grand Avenue Widening August 20, 2012 Page 2 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the proposed project was determined to be adequately evaluated in the previously prepared FEIR (SCH No. 1998051068) approved by City Council in 2002. In accordance with National Environmental Policy Act, an Environmental Assessment document with a Finding of No Significant Impact was prepared for the proposed project and approved by the California Department of Transportation and Federal Highway Administration in 2011. FISCAL IMPACT There is no fiscal impact associated with this action. y? Ra`UI Godine ! Executive Di for Public Work gency Exhibit: 1. Resolution 55A-2 7/25/121ss RESOLUTION NO. 2012- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE RELOCATION PLAN FOR THE GRAND AVENUE WIDENING PROJECT BETWEEN FIRST AND FOURTH STREET (PROJECT No. 08-1732) 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 ("Council") hereby finds, determines and declares as follows: A. Since 2006, the City of Santa Ana, in cooperation with the California Department of Transportation (Caltrans) and the Orange County Transportation Authority (OCTA) has designated the Grand Avenue Widening Project (the "Project") as a long term priority project. B. The first phase of the Project, between First Street and Fourth Street, will improve that section of roadway from a congested four- lane primary arterial to a six-lane multimodal street to meet the major arterial classification of the City General Plan Circulation Element and the County of Orange Master Plan of Arterial Highways, and the requirements of the US Department of Transportation, Federal Highway Administration. C. The Santa Ana Public Works Agency has identified ten (10) parcels which will be acquired to complete Phase I of the Project, affecting 17 commercial occupants and one residential tenant. D. Pursuant to California Government Code section 7260, et seq., a public entity is required to adopt a relocation plan, by resolution, whenever it enters into an agreement for acquisition of real property which would lead to displacement of people from their homes or commercial property. E. The relocation plan has been prepared in conformance with applicable provisions of the California Government Code §7260, et seq., Relocation Guidelines (California Code of Regulations, Title 25, Chapter 6), and the federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA), and has been made available for public review since July 7, 2012. Each potential displaced occupant was given written notification regarding the Plan's availability. Resolution No. 2012- 55A-3 7/25/121ss F. The primary purpose of the Relocation Plan is to outline the requirements for moving and re-establishing the displaced residential and commercial occupants, and to demonstrate the level of advisory and financial assistance that will be provided. G. Based on occupant interviews, needs analyses, and searches for appropriate replacement sites, the Agency estimates relocation costs to be approximately $2,110,000. Section 2: In accordance with the California Environmental Quality Act, the proposed project has been determined to be adequately evaluated in the previously prepared FEIR (SCH No. 1998051068) approved by City Council in 2002. In accordance with National Environmental Policy Act, an Environmental Assessment document with a Finding of No Significant Impact was prepared for the proposed project and approved by the California Department of Transportation and Federal Highway Administration in 2011. Section 3: The City Council hereby approves the Relocation Plan for the acquisition activities for the Grand Avenue widening plan between First and Fourth Streets. Section 4: This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of , 2012. Miguel Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Laura Sheedy Assistant City Attorney Resolution No. 2012- 55A-4 7/25/121ss 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. 2012- to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution No. 2012- 55A-5 55A-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2012 TITLE: REPORT ON CITYWIDE RECORDS RETENTION AND DESTRUCTION POLICY ??J- ; CITY MANAGER RECOMMENDED ACTION Receive and file report. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1 st Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER At the August 6, 2012 City Council Meeting, Mayor Pro Tern Alvarez requested a report on the City's Records Retention and Destruction Policy. The City of Santa Ana has had an effective and comprehensive Records Retention and Destruction Policy since 1994 and has continually updated the Policy with the most recent resolution approved by the City Council in 2006 (Exhibit 1). The Policy was implemented in order to manage Citywide records in an efficient manner, streamline the paper flow, provide for document archiving, minimize the temporary storage constraints, and remain in compliance with the California Public Records Act and other contractual and/or legal requirements. The Policy allows for destruction of obsolete records as authorized by Gov. Code Section 34090 and only after the list of records has been reviewed and approved by the City Attorney's Office. It is imperative to note that "no record shall be destroyed or otherwise disposed of by any agency, unless it is determined that the record has no further administrative, legal or fiscal value and determined that the record is inappropriate for preservation in the Archives." For preservation purposes, departments throughout the City use a document imagining system, specifically Laserfiche, to help conserve records with permanent retention value such as resolutions, ordinances, Minutes etc. 65A-1 REPORT ON RECORDS RETENTION AND DESTRUCTION POLICY AUGUST 20, 2012 PAGE 2OF2 Additionally, the City is in the process of updating the Citywide Records Retention and Destruction Policy and will agendize a revised resolution for City Council approval in the coming months. FISCAL IMPACT There is no fiscal impact related to this matter. Maria D. Huizar, Clerk of the Council Sonia R. Carvalho, City Attorney Exhibit 1 - 2006 RFCA and Resolution 65A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: July 3, 2006 TITLE: ADOPTION OF THE REVISED CITYWIDE RECORDS RETENTION SCHEDULE GAL ?/ ?? CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 151 Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution amending the Citywide Records Retention Schedule. DISCUSSION The Citywide Records Retention Schedule is a joint project of the City Manager, City Attorney and the Clerk of the Council to manage the City's public records. A Citywide Records Team was formed in 1993 to plan and implement the project. In 1994, the City Council adopted Resolution 94-048 that established a Citywide Records Retention Schedule. In 1998, this resolution was amended to update the schedules for all city agencies. Since 1998, various resolutions have been adopted by the City Council making minor changes to the Citywide Records Retention Schedule. Due to changes in the way the City conducts many of its business practices, or changes in legal records-keeping requirements, it became essential to reactivate the Citywide Records Team in 2004 to review the City's Records Management program to determine if records retention schedules for all city agencies were accurate and appropriate. The Citywide Records Team, comprised of representatives from each city agency, revised the Citywide Records Retention Schedule to comply with new city, state, or federal mandates, and, to reflect changes in the way records are created and/or maintained. The attached resolution reflects changes in the records schedules resulting from the efforts by this team, and includes updates for all city departments. The schedule has been reviewed by the respective departments and the City Attorney. EXHIBIT 1 65A:3 Citywide Records Retention Schedule July 3, 2006 Page 2 Under State law, records contained in the new schedules may be destroyed following expiration of the applicable retention period, upon approval by resolution of the City Council and written consent of the City Attorney. The 1994 and 1998 resolutions granted blanket City Council approval subject to the City Attorney consent. Upon further review, the City Attorney has opined that City Council approval must be granted on a case by case basis. Therefore, the City Council will be seeing periodic records destruction resolutions on its agendas in the future. FISCAL IMPACT There_,i-s-n-Q fiscal impact associated with this action. Joseph/. FXetcher \ Patricia E. Healy City ttoryyey \ Clerk of the Council 55AM4 Lss062706 RESOLUTION NO. 2006- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ESTABLISHING A RECORDS RETENTION SCHEDULE FOR THE AGENCIES, DEPARTMENTS AND OFFICES OF THE CITY 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. Except for records less than two years old and certain other, specified records, Government Code section 34090 authorizes the head of city departments to cease retaining records, documents, instruments, books or paper under his or her charge, without keeping a copy thereof, with the approval of City Council and the written approval of the City Attorney. B. Government Code section 34090.5 authorizes the head of a city department, without the approval of the City Council and the written approval of the City Attorney, to destroy records, documents, instruments, books or paper if the record, paper or document is accurately and legibly reproduced on film or any other medium that is a trusted system and that does not permit additions, deletions, or changes to the original document, and the reproductions are made as accessible for public reference as the original records were. C. Government Code section 34090.6 allows the head of a city department, with the approval of the City Council and the written approval of the City Attorney, to destroy recordings of routine video monitoring after one year. That section further authorizes the head of a city department to destroy recordings of telephone and radio communications maintained by the department after 100 days. It is the intent of the City to maintain the audio recordings for six months in accordance with the Tort Claim filing requirement. D. The City Council desires to establish a retention schedule for records under the control of the executive officers in charge of various city agencies, departments and offices and to approve destruction of records in accordance therewith. Section 2. For purposes of this resolution, the following terms shall have the following meanings: 60-8 "Department" means an agency, department or office of the administrative staff of the City of Santa Ana, and includes a public safety communications center operated by the city. "Department head" means the executive officer in charge of a department. "Original" means the initial production of a record in its final form. It does not include preliminary drafts or subsequent photocopies. In the case of a signed document, the original is the document which was actually signed by the person or persons signing the document. "Public records" are writing in the custody of the City of Santa Ana, containing information relating to the conduct of the business of the City of Santa Ana. "Public record" does not include transitory writings. "Transitory writing" is a writing having no reason for retention after the purpose for which it was created has expired, such as routing slips, notices of meetings or events, writings retained solely for tickler, suspense or follow-up purposes; preliminary work materials, including rough notes, calculations or drafts assembled or created and used in the preparation or analysis of other documents; writings which have been superseded by subsequent writings; computer print-outs which are produced solely for temporary purposes; unofficial copies of documents kept only for convenience or reference, and the like. "Writing" means a document in written or printed form. Section 3. The purposes of this resolution are as follows: A. To assure that public records are not destroyed while they still serve a useful purpose. B. To avoid the loss of room and shelf space caused by the retention of public records which no longer serve a useful purpose. C. To provide guidelines to City staff as to when public records may safely be destroyed. Section 4. The scope of this resolution is as follows: A. This Resolution is limited to originals of public records, except as otherwise provided in subsection B of this section. B. Whenever the original of a public record is sent to a location outside the custody of the City (as, for example, correspondence from a City officer or employee to a person outside of the City government) one copy of that 451%26 record shall be retained by the department sending the record as if it were the original of that record. C. This resolution is limited to public records which are in the form of a writing. Section 5. Authorization for destruction of records A. Those exhibits, designated A through L, attached hereto, providing retention schedules for various types of public records, are hereby incorporated by reference herein. Subject to the provision of subsection B of this section, each department head may authorize the destruction of a public record or class of public records which is within the custody of his or her department and which is listed in the exhibits at any time after the time specified for retention of that record has expired, as set forth in subsection 5.13, below. The department head may require the retention of any public record or class of public records beyond the period established for the retention of such records by this resolution, whenever, in his or her opinion, the continued maintenance of such records is in the best interest of the City. B. Prior to the destruction of any public record, the department head shall submit a list of the records proposed for destruction to the City Attorney for his or her consent to such destruction. Upon the written approval of the City Attorney, such request for destruction shall be presented to the City Council for authorization to destroy said records. C. Nothwithstanding section 5 B, above, the department head having custody of public records, may, without the approval of the City Council or the written consent of the City Attorney, authorize the destruction of such public records if (1) The record is photographed, microphotographed, reproduced by electronically recorded video images on magnetic surfaces, recorded in the electrical data processing system or reproduced on film or any other medium that does not permit additions, deletions or changes to the original document; and (2) The method of reproduction accurately and legibly reproduces the original public record in all details; and (3) The reproductions are made as accessible for public reference as the original public records were; and (4) A true copy of the public record, of archival quality is kept in a safe and separate place for security purposes. Section 6. This resolution replaces and supersedes Resolution 98-088, Resolution 2002-015 and Resolution 2005-011 of this Council. 65R-IS Section 7. This Resolution shall take effect immediately and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of , 2006. Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney By: Laura Sheedy Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, PATRICIA E. HEALY, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2006- to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana 6511-6 Q L a) t - m O) C c 07 c i N ? O O) C O) O) a) ? O Q O C + O C N ... M _; LC .. C) C C > a N C w C f0 " a) a) C c E U 0 O ° o C CD .C a) - C a) ? N a) CL C y C y C N c ;« O t U 4) a)U M ? ,m Q - .? ? m y O .rn Q c» O ? Q CL 4- fn U U U O O O ;rn U O O O rn p ?Q a O O U c/J U Q () U) >cno U vi v o m a ^ Y O M 0) CDO rn m rn rn M M a v M W D U U o?)`.y U U m U U Li <`> U (7 C7 U C7 Cl) z 00 HO ? , a) N Z a) a) a) as O a) d y a) a) Illw E ? } } w d V' N N ) N N M N M M Q' N a u3 a) 1 0 Q N a) O N C O N 0 to Q }- w Z?F.. O w O+? V N 0. yw m cu CCU c CL CL m CL m } w (D ' 0) ? W a o LL LL L O a) '? 'O O C a) E c O w a) 0 CL CL CL m a ° 8 0 L I C p 7 p C a) ,) B U ui C M C a m q (D m O O E ' ) C a E a o caNi U a) a E o c ns m - ? m t E a c o Ea i 3 a) a cc '0 a) E 2 c y N w a c c ? U a) O .. a 0 O ,t O a a CL U o .? m .r- 0) 0 co U Z o T $: • (n U) U) E a. 'b i (D 0 ? ++ O a. ?N G j E Y U0 O) q 7, a) o L N Lit = O ?' O p C I. Q N Sa o_ a w Q) j d C N d, a N O h (D a a C (D C C a) .> y U ui c a vo) w m to Z O O 0< m (D N a> w= U vi O W CD 0) 0 ? C •, 7'. d U y v w IM c O C O O O a) a) !_' U Q C N O O O n.0 m N m m m LL 7 U) U E E to Q N N C O Q y4) 0 ) y 0- 0 7 U U a) N Q D E C t7, E :D . . 0 LL c o O U H m i E D an p o to a .9 G a W U C n to ) t U U 7 N U y y cd f0 U p E W C d O - t a) N ) a) E o= a o 'C O E o n U f v a Q ? O N LT O p O U CD CL t0 O U p p U L) U a ??) 0 CL L O ) U 1 = J y - 0 L N m LL d 2 N U > i C C W 0 a a ro O) o N w , ? a) 0 C 5 C a l o ti Y W N m CL O x (D C c c c a) y u a 4 ) O vi - w n • E a' m a) C a) a) r M? r U v m Q c D a M C a) U 0 a C Q N p 01 O U U> z E 0 Q a 4? •U Vl .? rn Q O CL in V d J W M to O . d) a) 4). LL U U rn 0 0 Q (am?L L Q C ? O U U g cU 7 0 OD U UJ O X J?J a) d N a) . " fA 0 0 LL ca co W U) Q >- W 00 0 H QQ O m H a? c n Q J J W 0 O V) OL Cw7 _ m? LU O O ? a J wwv ¢ m V v OU U z Q a Q W /W? V EXHIBIT A Page 1 of 54 66A-9 Q a Q CL Q C C C C C C C C cm tm n fl O C w C a 0 C y .c O ? 0 .S N C N C N? O ro ro O)0 D1Q ?Q CfQ C1Q QIQ ?Q rnQ C C 'C L 'C 'fr C C L C D ;CA ;0) O O O O O O O O U O O R, m Y u) N CV V) cfl O a O > y U) o o =:% ro y - ro a N U N Q o o M U 00 d N C L T O U co N o' „ d (O W U U a?roi? N y c1 o°o t7 0 F- a rY y .- a H O U n 00 J) L y -0 - H O " cD ro N ro ro w o y ro ro 0 ro c Z LU c m a? c + C N v c d p W a U) M 1? L :3 co cn N tD z O 0) O C cm C c O Q y c O m Q a? _+ m 0 O Z d I Q Q ?Q fy6 O N O O Q ro Q c o ro W ? Q C N ro c 7 Q W Q? tY c y c o o CL U .- ° `n E to o U7 0 p aD c C O O +?' p N •c fY/1 L fA O N m a L 'S rn C _ , y a 0 L ro a L o E p c 'E! EL Y aci o L c m o as a? r 1 r y• C E. y c C 0 a ? E p U ? , ? _O U ro ?"' co cm a C G` f CL Y O C a O y Z C _ r O a ro U tUO C U a N _ O rn rna c m c y o ro C y y 4+ O ?c tm p c aT 7 ro ro - m O G y y - y C .i y C' W (n E U? (D c ch u) '5 CL U U) 7 r U) W C C O N p n E O a U C ._ C O Y O Y Q ro a U N V Q . T v iu E 41 C. 0 a c ? :+ ?? ro c ro C = U a L ro ro y 4! to c n n• c° w a? ro ro O c ro N ro y 0 c c ro 0 7 n o O-0 a E E E N X x ' fL6 y w O N :n ° n E a vya?i a m a 0 0 7 Q) W O O N ro O Qf aD ? Mn N C O w QY O y (n Q U) U) w W .C J c - 0- a) (U C o C ro y E U Ti O Q O a x rn rn 4 U > to J o v rn bo w C C U W C N ro G w U) CL N U C V) N u a) coy N 0 c f0 0 U) d) (D y E -C X: y • u O Ol C n 5 CL 0 ? O U W [C O y a m 0 N c 0 E 2 wa- Cr aD W a cn D C ?tn m c U3 D '> O z O CO< oz , w z Z O U > w u? W 00 O z Q U Z U O w OI ? U m UI - LLJ II O R Z U ? l U w )LL CO I EXHIBIT A Page 2 at 54 66A-60 EXHIBIT B J_ V M U 2 H O J V Z a ' a O U U O O O U U U cc O ? d L fY r m N ) p 5 o U g 0) nrn T M N QQ?s 0) L) C Li ? w M O L U o - N O U C7 U) CL UU Uc9 2 y V) - Ua ro a°i ?.Q 1 0 (1) U) 0 C3 E2 - d) cu m cc W LLI 1- Y• N € € N I- a ' N + N N + a v a (L w ca o (a a m p a M O o Q) o c o %r a o 0. V °' - - l uj } ` a) r a) E c c ° as y a ) •p ) a N -V 'p a) ¢ ¢ E U) p U. ¢ L C O Q ¢ CL O CL U E - a = C ¢ L C Eo Y 2 vi a. c U C IO C ?% uj d' c O U ` ??. C Q N N 0 ro E (D 'OR ?-•, m y m E Z c o o N vv E :_ c a ° o? LL c c o « o y ? C o m o E c Z a) V) c a) m Uti O 0 d'? ID m aE? ? a? i a i 0 o? °a=?vU - m y o ° E a o v f1 y Z U C U y CD U f6 C 0 CL Q 0 co a N U L V L) V 0 .n o o N a crS m ca a m E ayi o 3 a; ° E U ° y fA w W y °U a>U ?' fl • ° o to w y' p rn? ,c o - c °? ym d U ?' 16 c a) rn 2 c ° c $ a)g ? c em d v t ?'? 3 N~ C N 0 C ° C 3 t5 c ¢ -p O C 'O 'a a) E t0 ¢ c O U 'a C O 0 U N d ro C7I .y. p E .C N¢ a) N y E C ° m m O y p c m y 7 O 'w d a) 7 N d c'T E LO O c? o 0) CL N c rn vi -o yEm O C m "-o a ? m 'a car R = c ? cm E. y ?' on S E ? v o 2 - c y _c ca ° ` a) w o ? O L U N 4) iiC9Qo w V C na? c N i E a m ro o Q N C mUU R E O t U ca co U } a) ` lL C Q c). 'E E p ._ `. ¢ coE . mm m =8 w? (a ¢W_j r,n o 0- • ? o m o 0 C ?. W C 'p j C 'c '= ? y C N .O . -• E O O w A C0 O U UJ? p a ? tj ¢ fi m do 3 a) r_ 'a CCao ?) Z Q ? c p a)? ° _ 2 n. o LE o C co o ' no 8 (D T aj c m? Q- O a? " N ou) m co E2 o° °0 Vi ?Tki J N ; Ln i M yQ? _ c ?0 m p n Uo a Mo a U, o U a M U E Ea 0 mE UE ac0i. a ° a ¢? UQ U¢ mz° m? m? a iow m02 m0 ? ¢2U U z y Z "6 z O LLI O t9 22 w a U U wL0s Y g m?- LLI Ix a Q I x a 0Mm 02 U Q ¢ m0 U a ¢ 66R-91 Page 3 of 54 EXHIBIT B 2 Q c o a) -vi O Q? > O O U p U V p a) _j U 0. . O U Y N a? m y N .L.+ O a) 0 7 8 0) m C7 C •fC G- N .Q O C) ' (0 0 >, Z 45 tm .13 ig a) 0 d C3 O (D - U) >' a) y " M C C C C N C@ 0 O U C O C co r m N (D ¢ C r cli LO =i W a/ aoi (n IO aoi TS-° Q) N C a) O) (n N C O o N a E ?. N tC U ;° d E C m U N O Q m - N C O C ' 0 d O U) 0) o to c) a) V 'E O) N N c 0) U x U N fa _ yy q ? Q ca O O O 'r 70 O N U O _ U O O fi la U C7 C7 U? 2? N G ?-vUv Nfn E ?vv ° o 6A U' A0. cJ E! U Z N U m U O p H O m w C: U - y N LU N >- co to co J J ? C) LU F- W ?- N N N (n a ? r } N Ln N a) LLJ r 0 ? a Q ? a m ? ? c c n ° a } V UJI } H a) 'o rY ° a ° c 13 c N LL LL LL o 0 U U ? N ' y U s '? .. N ca > U L 2 '0 a) -a fn O c 'n L m N OI ++ U t7 C a 0 N O :+ a) z a U •J a) -0 1 :3 -Z 0 > c U N N ?+ U a) a I-' p) C 7 N Q c U j .? a) O 2 t c U yy U O a m E ul Q C> . C O Q C U O O •U c a E 0 Q. U° ° a) N E m ti- Q) U a ) Q (D Q "' o 'o U LLJy U N .= C O c r c N CL Q C 0 U CD a +r (? W c ?a0 Ey O C Ecmooy U m c O 'v v)o€N y ai o o N O Q . . a) - ui c c _ m ` CD oc N 'D m M ° c m N m O c a ° ° l0 u rn c vj O a V o c o c O ° ? o ' o ? d D.0 y a i Co rn 8 5 O io a i p o v, ?.o U o( 4))? 4) JU Nm0. ° N crn OQ 0 O U E0 oQ d) w N N 17 H r m 0 a LU o OC U m J o N o O N a- p) ? C a) W W O Op Q) O O U 4) 7 cz a) C (O OO m 0 OI w y C N N d • C N . N U E N ? C S_ a O y O U C O m ? 0. U N Q Df O Q U 7 Q U Z d ? O J a OC O ¢Z O z OC9 Lu? Y - OWCQ L ?W w ?? V U U D a Page 4 of 54 50-19 EXHIBIT 8 z a c 0 0 0 1 1 0 U O O _ d O 0 _ C 0 C f0 ? O O 4 O C3.2 0) :45 lY f0 16 C 0 N w.0aO W w O w C i C N 0 y Ql _+ C O ? O N Q .20 O .T E c U ,O U (D °D c 0?0 U c? o.- ?UUx mU wW UaoE00 q) w w ? 0w 0 Q P 0 c c ' y C y l0 l0 N C = ? co T C H W W a Cl- a) (D a N co a co O O H Y o d w O Q O C -° .= CL w Z d C 5 r- CL N c c c OC - y - 0 4) w w Q ? a? m a? E y a u1 w w w i U U c d-° a EN c N0000Caj 'G O O U M ai N 0 2 °' In C N N M _ (D y O_ w E '? C O 0 N m C C 0 ?-0 0 O` V m n z 0 a° CD O c C- W c C c U m d N 3 0) y q ' c is 'O O. y ca ' > 0.0 E N w 8 N -- CL .0 y C O N C _ ~ CL O V7 ?. f4 m c0 N O N E C O O tm C N c C y N N - D y C O O .?.. a 7 .« U) C E C N N .: >. N U) R '- d O E a) 0 V 2 a a m 0 O Q 7 pa .9-Oz UNUQ 0 . c '0 -0 a) y o 3 Ea c °- $ y d w N O N w vf°, C C Vry E- 3 c c O 0 O 0 ° W N c o to E C .E 0- -0 cu 'a c o vi o 16 Q N cc Q a o - W 2 •`.2 ..r0. O-D ? c c y'? Cd' l7 [0 U- w m w CL E C N 7_N 7 a?O c N N ' ` C C lL U L Q€c'w C OD 7 C N Q. 2 pcc y._ 0 O W i?c 0vi w iac> a U °? m E oN"? o V>tn ovo1° ? 0- aa. o' 0 t aoo q ?Q caEi A C c ±+ ±/ ' (6 C O . .. O O O U (UMmvnUUU a?? 0 y N m v-0 m Q N U 2 N N a.0 A O O• IL U;u d O m Z"i O U ? s anew y O C m m W 'i ? I:; 0 N N in y V W W N E E w > p m m m N z co N OD O P aa) is N ` C N N d C ar ci y . O W 0 m m CJ q Qd 2 zm a C3 w ?e 0 (n z U) 0 V' Cl p v LU ? m 0 LLJ W V U rY Q 0 0 J -1 .r U U w w Page 5 of 54 65A-13 EXHIBIT B Z Q O N O U 0 V O U O rn = o N N r _ C' N fL ' C C (D t ) C N E C LL :E w CD W 4) E Z5 'a N N m ? L c ID IT c C M . m N ( j 5) m e L) C7 (? CL C C O (D 41 N O U- cn 8.s Q v N fr z oO (D 12 Z O m ° m (D w w € € >- u a a a w F- a W m 0 0 p d d m ? a? O g w ? j w _ m m d y O } b O LL U O L N C 0) O C O ,C C m Vl of C .f O D 0 N 'L Z . C b O v E E c 0 0 0 O L c E b am c a? m 0 R d d c 00 C -? a m 0 u- E ?M m a o y V m ?q E c? a? .0 0 7j 3 S N m S t'5 N y '? :3 O a) p 3 C- .U .0 7 O c4 N G, N N w em 2E U E N m ? v 0 a c D 3 c ? p a? o? G c m c v -D m ? w m D? o ya Y E `m u' t' a m O 0 ? CL a_D'a- @ 0 m e 3 m N yt ? c U m 7 OL 0 0 C Y _ C O1 3 C (D N N O mro X LL QUIT I 2 O m G3 cu o m N s QU m m.E O U? (r0 d C O m m .N > LL C Q W °' E o? a? cy V N ¢ >m O a 3 rn 0-0 U W W V1 0 y 0 C Z c d 3 CO 0 E a O O Z 0 X -O v a i m O1 C O w L w C0 o ~ '0 4) . O_ V C O , N 1LC L m .+ C c c m O C N n U O mm m y L) u- UO O w w O w w c 0 w U W i z c a ( w z c U Page 6 of 54 66A-111 EXHIBIT B z a ° 0 E ? N ) c 0 p U 0 c c U F- >>0 0 F- LL. LL O O U (/? Ot t O O d a P t CL Q :s .. co O M fr7 M fY'1 O V N IE QO N OTC 0 (D N YJ'3 M ? M a g N l? m a) Q) Go y f0 m a) m aD d - 0 GO J N 0 00 J O N n •C =-0 C O a LL N 0 U a) 0 N d d ci N J N U J ^N v J n ? i U .. N ( U .. r a) - O Q'~ U N fn U CO U U U U 0 U XT c L) n ? L) 6 0 U y g -? a U U m o m o m C?.rw Q m 0 c? oacnU v) cn z p f0 LA >- Ll > 12 m z i a co >- v ti I - Ill LL! + to + + + z N W LL LtC U a> a + w c = c _ = + F- U- LL LL a> v W m ? m ? p O 0 p ami ? 1-- W rg OL ¢ °-' c Z o OC < 16 c w w a co 4)) Q a o U `o rn w p C .0 ui IB C T m 3 m 7 N L .? A O z O C C° U m (U ' O +% N Co '?' N 7- ° N ? -r- a) N us E2 cQ m Q "? EU v ? ? ° F.. Q. 10 pO 41 = () N C p> LL 0 y m C LL N V C M a C c C '0 VC N N C co p 0' . . '? t L) L): c N > _ p 0)70 m N U d C O 7 Co d. w -0 w V W U N w O E v N C (D:° w O • !E 0 a(D cc U O m c .0 m o N C Lu in o a? Cl 0 ?p $ QQ 0 OL 4) o) cn ° 0 'D :3 a) ` 13 ?w 8 ? - rn`° N i6 y > ° m S ? ?? if C cct_T U ? c a' Nm?v` ? 03 U) ? a0 C: cb w ?U $ E a0 ?U CL0 L U ° S `s m ? °: LL w N O N I ? U al y W m N la j 00 p o $ CL E 0 Lo Oc N c O E Ec m wcn m U c4 w0 41 ao W w d' ° mtn m? U oU 0 m ° o- NQ y co Y3 - c? i6 m a i m N ? c ai i.y a c c an d c m N In 0 ° ° N N L) a E a d v E v d E N ° E cg' d E N a 0 m `- CY) c z n ° a Q U) N U( IC O .:4 U N ad- G1 ? 'n io m ' a) C U : ' N ' n cn ii c n cn m m } J CO z in Ix 0 LU oG p W v 0 CJ F= w Q U O U 0- Z 11 L U) - z Page 7 of 54 6SX-1 S EXHIBIT B Z Q O O F- N U U V 0 0 U U Y/ LO 't M y L ?• C T m o o U *6 > Y U -2 8 -2 Y rr N M ? y y ?,c C C '8 y C CD o m 8 'Q a a)) cn CD v? a 4)i a E chi c? - `m E Q Fm 0) a a ii m m c ra m 0 -0 O ° >- c m C ?U) c ?w(4n c a 2 m o m Oar Oar a U V) c n = -a E a,C M 7- 0 0 Z w c m 4) w a a N m W m dmi i? 0 H ? ? coo c c a? ? c c ? ;a a N m c o N a) ul co Q O U (A N j d 3 m U 0 U r m 3 E an n E d m m m n to U QY ui m m U?,o a c'm o o N n 010 U) d?Q 0- a 3 LL E Q) O ° X 4) En C N p C c .c U 0. LN L) m - m c a) ? aa? CL m c d 0 d U U 0.b U 7? N `y E : E N ° .0 p p a U a E 2 N (`0 Q CL U) o m avi cm m w N ? 3 a m-0 O ° 6 0 ._ 09D `m o m `o >, a(> E-0 m 4E) o ? ? o ._ x mn v urn m OL 4) y -54 LO R d 4) 4) 'c d o E O Q > wo c U m •- _o a) z N:3 - or 4) A- Q c a) a Q O c CD m m n E c t ? UUQQ 0 v)E m e O ? m L a D ? 4 U o c m C m G N 0 M o N (a c a in z s Q L Q Q OWC ? ? v, LL a Q Q Q , a) N ? a co U 'p 4) CO 9 C m f6 m r- o <C 2 t T (4 C? f0 c (0 ? C 4) C 4) 2 f/3 J LL Z d F- LL LL LL LL F- F- C ° D w U w oCO O (3 ZZ, c ^y a n " 0 g c o Z o U Q Page 8 of 54 66A-1 8 EXHIBIT B z Q O 0 U U U U p U N Y w OC ° M U C7 z O p _ c ?' c z O ro ?, m a i c W a Q + N F- a w m w m a m 2 o o F- o o a C O 1.- ° m y o d F °' p n - - Q ¢ ? ° c U p U °- o o ° N L° C O ° L T •C y a L y 0 Q Q o A .+ C m e c N :° m .?..• A o N aQ E - Q m a, a c ?? c >. L NZ7 w a? ?.0 m N N c OI L a ti O 4. T C O N C L N E C 0) C 1 U C O m C y C t5 m y C .C C " ° T' Q O c U N O W U 3 N d O •a 3 w y N V 3 a O O 7 vOi 8 M (D O E m O Q? a) C U) d N O > Li. W a LL 4N a) yy- m U C ? O C U N C C (m m ' r w m d 'O ' C ? R Q w p m ?, E N _ C w U ? N N y O 7 N m N Vi H N E O v N O _ C y 7 N m X O C0 .U C U .c c 'D 3 8 N O '?U ?. O y > ?T, p Vi E C .D C N m E U 0 7 4) E N m Of O V m U •C C E N T m? .,m m (D Q C 2-2 w N- > Q o C ? cc c N C 0 N .5 W tn000 W m r, o O cg E W cyu v Oa JU J m N a it ? 0 W o 7 w OC N C .r a Z ; ?+ m ` N N y 3 N =3 E y CU o m L y m c ? m m A C No ui 7 E U c U m az ?? U o w O aw ¢? Lo O O O w U Z w L) w y w ¢ w F- a Of > Page 9 of 54 66A-16 EXHIBIT C tll V LL O LLI Z O Q U Z Q O 0 Q U Q Q U N Q U Y U 2: w U > ? U 7 (L) U N U N U N o Q o M o 2 t- cv) 0 (,D C~7 a a M V LU ' a U p N U V a) U p U (7 ° CL a a 00 N N N N N N H 0 Z ? W W d LO to N Lc) In N W N N N G1 N d 0 v Q D A A 0 0 al c rn c rn c rn c a) c of c a) c Q O O O O O 0 0 N U U U U U U U d N ° N m U o y U ° U a N a? O U to o L E y ^a N (D L 0 (D IL U p? a U m m ?°, a E w U ° U- L U 0 :3 ? U) G c cn a O n , N 3 U) N m C U U N m U U N c ai U U U a U ° L w a cn w ?cn T m >. in >. m ¢ in m >1 m N ar D N N (U d Q m U r A O O U V ° A ti O 0 U7 ?t3 0 ° E ULU w 1.- ?Q c_ N in U ° '- a? oC U w d c g O d V Q U o C4 w E a w l l 11 Page 10 of 54 GOAMI6 EXHIBIT D z a v 3 3 3 3 3 3 O cn c ¢3 C ¢E C_ ¢E c aE c aE i c ¢E C aE + c aE O + C ¢3 O + C a3 O + C a3 O + C ¢3 O + C a3 O ? o ? a ? o ? a O o ? p p O o p o p o O o 0 0 U? Ua U¢ U¢ U¢ U¢ U¢ Ua UO Uo v? UO Vp Y U _ f!j U `3 w ov n O a. U z ? O O i i E LL E E LL E Z w m N } m N o a? co ' o w w lp o (D m o a? S m m N m N m m N m N m N m N w } O D N a 'o N 'O } l } } a A A w a N N } } } U ) N N N N N o 1,0 'n 0 n w p Q ' 0 c w o o O m a 0 o F- c o c y o c c o c A2 p c c a? c a N N m Z H W v} a? C7 c m y E o v v - ? F LLI a a O I mwE O c? -O m aoic 'p E 4? aoia '0 E O a o O, w C y vO cOE 0 O O F - iv Uo X w U S 2) cc w>- 4Uv a`Uv , a 0 wm i Q0 o > uCr 0 = N a) N a -= C 0 O N v c Cr v 7 2 O a U N n ca o CL o can = °'m N E a? +?- (D E E +? O EV 'a N c ?' m N N a rn Q N o m o E w 3 c c LL + a z -? a) U) c? a te, U s L) 'v m e N °? ¢ ro c f ?, 0 .a U m a 'V V O Q„ m Q L ., o E 3 m io ., i a m m co 4 C N r N ? N o co N C .V D CL O y O ? d v 0.3 ii¢U (D N Q Na Co c 0 m p c CL U ? .6 n m a) N N O tv c N 0) ¢= Ti c fi 0 co C O m •.• C C .-. N ? C 4= 0- w O E `1 x N m N ? L W O m d D1 . c of d ¢ o t y C ?; a C m c O a U C m co _ N m N a i Em c ??? 2w a a) ?EQ- . O m °'o .? rna,- 0 0 m 'Q -:3 c a o m 0 c m °o i6 -a 0 0 C O ?' a) y D O T a a? m a ru c U AE m° CL a ? ?¢ c m x U) 0 Qw? >? i oo U 2 <00 12 `2 ro (o c ? c? 0 w E a ? co U) w c o C7 Q Ei ? J LLI (D V i \ l? c w CO m o 0 U J Q ? Q ? w O U CO U L) w J § V) o Z w o c w C7 ? U Z W Q H W a O w w a c? L O U Page 11 of 54 61511-151 EXHIBIT D Z ¢ c c a) c? a) O ° IF- jr= r= lul 01 cr) tm 0) cn 0) O O O c ? C V) U) D o in ( 0 U w 3 = w U U? U? ? ? ? z 2 2 2 2 2 = _ c? O` O y C 3 N c M 0 6) c M oar O a) E > 'm ¢ V IT w U O L U w Q O ¢ Q O (1 l6 C ??- O in O c m 0 t Q. a) a) O ro ? N ? y Q) 0 = LA- LL LL U OL X 5, U U U U Z ? y a) i 0 y f6 y co y fa O a ? ro } m ?° N aS m O Q Y ?. }. T U.1 w , E Y Y Y Y € O O o L a N N a) a fl- LO LO LO a) a i ?- i `- U Z w O Q p.I w0., w a ?C 0 c 0 ai = c c c Z I, a ?o m m ro U V O O U O III "' CL a) m a Q Q T C N w t E a) 1~ a) 1: ? ? ¢ ¢ ¢ i o wa =a e oU C) OV f , at 0 72 a c L! O y c E w L to . r o x III 0 3 Z 0 u) O Im 4Ui N X C ` c C fd a c 0 _ c M c o n 0 U O o Y b ? N H 'c V y v c a) UJI b ? c 0 Q 3 :3 .D a) E ? p O ?? a m V .a .U CD L c p a' y 7 O Q O O U V +` ?p O V N O 1- m .0 V a c 9 co N a) - 0 O U w? y Q U y .y s t 0 w a N W y a' 0 O t` C _ _ O Q _ O O f73.? V ` c O a p) m O a N Z L y 0 O •T d d .? O O a) p c a) nr '? _ c c y C p U c C «. a Q :? - Q a) 5 '92 U U c E O O U V V O ?Om 4) o U -0 y b b (13 c (D C: C p co = m o p La o a o 03 a o U ¢ C Q • OL . E Q ro 1` w CD Q _0 m U y - 12 1 W x • x w O a 4:.:. 0 Q o o m o= Ow ??ai m°coa?i tY U nY ZU I-4U I-4 mUU ? 0 Q ix 0 c 4 CD - +°. y C) w Q 0 3 = W M co V5 U p pU N pm ? 2 Page 12 of 54 6511-38 EXHIBIT 0 I ? ` Q a? N m p 4!, d D a?i ac m U V to 0 3 w U O 7 h 0 3 .L.+ N O O Y - 0 0 7? - O C O -?5 O U oiF a) ? U o Y L? o U o =Q o =Q o 2Q 0 ZQ 0 zQ U N wW U LU = ?O tt= ?O ?O Y Q W m (Y LL LL LL LL m w m U U U U O 0 N aJ (D to a) rn to N Z D O 0 (D m w a) a) a1 at d W M M M 4 a L (D (O to fl' W Z ~ ` CD -C c o ) D L 0 Q ~ D > O > O U a7 C >? w O ° a) N -~ '? (o .- C O 0 O O LP d c E 44) J ? . a i ? 'a > co o o o w H o m a) .? m a N ° w N a m a: CL 0 O D V (a a ' w 0 o x ow to a o o - QU- m c E D U C C > a C C (0 Q C N N ' H Z 0 O OL O ro 13 v U CL N N O m U 7 d> v, »- > E •` m O L C lIl N t6 > C 7 (n w c O C co O L C O to -2 o O m w D m c > o o t33 - ° u E o tai c o s c E .. $ to ° o Co c C O O h 'O U j d L N D O E p E c N O U N - i w m E C N to =p tT .c C -? c 0 a? »- >, to ° CL 0 W aro cc U p O- to co as ..3 c lc?Lm 0 N (D E 0'a (n wo M M aro U O V CL U C N a) L U to r- V) C y 0 LL U CL U U 0 C Q Q N a o fl V D M v N C 3 j Q LM O Q3 Q Q1x0 Q= QQ W (o mm o as Oa O C y ,Ta U 0 co ° N b aU) w O o m j a+ w ZO A?? ?+ ? ?4 v afii W w (n C U a) C 0) Q) C C E i U a) N c v ct) c 0 O ?f h U Q m C C U 17m U fi .C O 1 _ .7 O (D O? 1 ?_?? Lu I? 8 wza mo 3 ? LLLb (n } ~ z o O L O U a U Z- 0O cl? U 5 E O ? Page 13 of 54 6611-Z9 EXHIBIT D z a av 4) d a (D a) m O O O (D 4) v U ?O 'SO Y a w z O o N o z R 11.1 w (D >- 0) >- V } 4) >- 4) r Li 4. CD (0 CO to CO Ix z w O o W E f f f f o o o o o ~ u 7 _ 3 0 oo ao no 0o an rn c .. ? v ? ? a U L 5 m C L C m 'C z O O N y o 7` 0 N m a ? ?[ n- o Q a n a? o m a LL- C U v L c o Q. fn W m 'c O O t cc c N o (D o a m ` _ ° ° c o ai w O ? > % ? ? O )o m ? U W ? rn c c4 ? N c ? a i ? L W N y ? CL (A ? y ? f0 U U O V U C" 1N O Ua r 0.0 O aL memo O w v aci w w o `- CO w U m z OC O U M (!) _ a w O w -J zw:a U O o Uw w in V Page 14 of 54 65A-ZQ EXHIBIT E Z a W V CO) H Z w 2 V Z Q w 0 Z Z LL z 06 06 ca 06 06 q) 0), rn , CD p C) a? a) m ?- c- ? , t , E U U L) a U ¢ U a a rn w o: z O `) a) (D O + L L f,4 (D z W >+ N >. N + N + a ¢ M co C) C) ._. }. ? a a w -v v -a Q 0 0 a E o Q E o w U U N ? ? O `C7 rn O O Uj 0 a) CL) U CL z C U f0 a) j M c 0 >+ Q a) -a L cn ' C O O a) Q > Q O O p c Q N a a cn U m -r- c U U 3: O N 0 f- 0 o V N V E -So ° d C C m i t" U N? 0 L . > E C3 ? -le 0 CL WV ?? a) fE i fC 0 > 4-- 2 O a) O N CL O U C cn , ? ce v? o aD ` 0 N E rn c >,? o M ? ?a p .-. o v? ca 3 oo .5 : 0 v rno_ c? C L o ' O 0- cu c O m L Ca.. _ Q. N C Y L O 4- - L- .C c `? a) O U N m (A C E LO vi -o N N N t/1 C E U m C3 0 o O L O N N' E o v im. O cC C N C> rY w Q a) U J > c A N LL U :3 O > -0691-0 LL v > .E w O a C U (D (D . U o w V o ?? U a? v 0 ca o Ep?c a o goc a 0 C w N o a v Q 0 E ? L Q D m L (D 06 a C,6 o D N o .N ? N C m a) c n3 O C m (n m a) d a ? - N a) .= O N N N M m UU Uw 0w p>(?!Y IY(DX O Z m W H m O } U V U a" a 6611-23 Page 15 of 54 EXHIBIT E Z .6 06 06 06 06 06 06 06 06 c a) c a) (D c a) c (D c (D c () O (D c a) O ?v ?v c-0) ?-v ?a ?-a ?a ?a =0) t~!1 vm 0 CD Um m vm m U U U U U U U v U v U U U 0 U a Q a ¢ a Q a Q Q Y w O Z 0 >- O O O CO) O O O z 0 N N N N a N N N a w W + } A A A 7, A ?, A w (L O M M M M M 00 ? Q w a a m a N a F- _ i (L) a ) (1) N a ) p Q aj Q a N Q a N Q CL Q. N N F- Q Q E© a Q a a a Q +? ?. i Q ° a? a) m a? a? a) a? w F- U m `V m o w m m `V co 0 D o 0 D p Q C a) a 4- W -0 N U -0 Z C "' ?U O O c V- O E 4- :3 c -0 E 0 0 C . c p C . - =3 L. C '3 P: N O a a N O c o O> V f° E r_° E a) >+ E E C c C r = U w N 0 0 Y 0 W w U° c c Q U ca O w o N ?'O n v°_i m w a E c °wa -°a ° °D ? Ana NQ? v?? m 3 c . Z L° 75 U U O a o n O +' 0 d) ° n L- Li ELcna..E O J > J JQ ma m V-0 n a J N _i (? U J a (D 0 :3 N d T E O) U- w O O c ca 'o? = CL a) a> m m 00 o w w sn.6 U? a o? ° c > w E a :3 N _ V O C ' M aa) c v o 'g v E° -° E aci o cis c a) CL cn a0w ova : v¢ z°¢W z a.0z a roc a q: LLI W H O H -J it O Z 00 ? O ¢ 0 O W Q C) 00 0 ¢ ? v ¢ Q Q IL a Page 16 of 54 65JIS:24 EXHIBIT E Z 06 06 06 06 ca 06 06 06 06 Od w m c C m ? ? ? t p ? ? m? N N ? m a> ? N O rn D) w w c) rn D) rn rn c-0 rn c V H 7 0 V m >> v 00 O> U CO > O V Co O O U M O O 0 M V CO 0 0 U M O O U CO O O U CO D U U U U U U U U U U ? a a a s ¢ a a a a a Y W L Z O L L L L L L ? }` L O 2 m cry m (1) cc a) ca m w O N uj F. 4) L a) L O L U L N L. N {... N L C C a) L p Q d ° ° Q . CL a 2 n. 2 a 2 Q ° U a V F" a a 1 Q. a `a- Q ca ° M :3 a ° CL W Q a) a) a a) N Q} a) j p N H m c m m a a a a U a ` O N N C ?' a) O cv 13 a) a) c ? C U c? ca N +' a) v U c ` O U Z O ° v CU L -O (D ? > U m ? a ?Q ?UR oa> >+a> ? N c v ?? IL ?> (D v,0 p aNi Co ?. a) U u, ca a? a otS U) -° vii L) v U 'U U 0 U a)'4 1 .0 ` o cp c`v U- _ 06 a cB W N +J a) U ? ° ai c O N N Q" Q O C A 3 N C L -? C - m 0 CO :3 M 0 co L- U) 0 ... O C: Rf O a? w - a) N tm > U CD O N 'U - iii M - m U C a) ? a) U _ N O C6 a) L E >, N C O C L O Q) O N U N N Q O C U r p Y aN+- U V U f4 M ?+ C w a° r=.+ 5' U J Q O a) U fCU?? O a4C-.. N J U-a _- a N J W D N J V N (7 (n O x (1 W ? N J CLC L N U) a) CL ?. 06 +- N C O m L1 (D _W V ?' ca cn E cn a) m a) UJ W N O E C U C N V- = 0(7 E U -0 N :5 v c ? Y ° 0 p O 0 m O N -?d O o o > C a= w N > i a i a cnaa 0 w ( i aJ L)0ca t ca a i x a wa x a? w? Z O w U w Q > W ? 1.- w 05 U Q C O =w ?? Y QCLIWi 0 W WZ? W ZZ a V w Om aN z JOZ O !n WLQ_ J . cnF a ?a ?° a m ??? FL ? ? aaw ° w n = V a U- QQ H Z OZ Q t is UQ w U Q W of C7 Page 17 of 54 66JIS-26 EXHIBIT E z 06 06 06 06 06 06 06 06 06 06 Q 0 cp .. C a) CD C O a) . C O 0)_ C O U)"., C O Q) C y rn C 0 0), C O O1 .., C (D ? ? C y O C -O C a C -p C -p C a C -p C a C •p C a C a O y O vm :3 O vm >> Um 0 0 Um >> 0IM 7 0 vm 0 0 vm > 0 in 7 0 vm O vm U U U U U U U U U U V Q Q Q Q Q Q Q Q Q Q Y W v) rn rn 00 z u z c`a m m ai c ro O 0 O rn 0 Z O L F- O Z to a) 07 a) ca a) N N ro O N O a) L L o a a) >- ao t-! :t- OD m W a, ch LO : r _ (i ) Q Q u) ,? w a ) a v a a) C c c c ° a) c °? ? Q ° `ca N m CL (L0 CL O :tt' o ° o L ° v ` :3 m (a OL a? a a Eo ¢ ¢ E? Eo Q Eo a Eo a- w H N m ?a) m a) m O U O U O U O U ?a) m O U a) a) a-, L O CF Q (D a) W L C O ''-' N L O C . O +. a a_ .. ro L ro a O N O L atS ? >%,- a) Q(n- - (A ac0 .O O v E0 to to a L Cc a)ro0 0 ° O C ro? O L m 0.. O OL n o'er a N °; ro rn? a) L" w °' ° cO? E cp' o ?UaS (n C: 0 0 L) V = 6- ° L p co 3 o ro , s c oc ° o° ?° m E Y N u i o 4) c 5 «= CL a U ca ° U U U L> U° a «. c n ° L a) U - , ca c a) L a) L C ::. 0 - a) a co ° (n (D - U O 0 M m? n ) c =? W M L)° co ca a 0 U) c a L CL 0 ?' ° m 1Q o ?. o N a a) U c c Q .. • CL E +r ?. a c °) C , • a) i ( c -W ` U m n a) E 0 J m Q a) ro U) U O w O ? E N L E O J a a) C U J N J O X O. .+ >L a) U- O N> .J O c> O? O X u Q U a) O ro _ rn C O fn L ? .? C O u (D (D (0 - ix N w ro fa 06 O i! -2 C O L Cl- U) (/) O V M CV O > a) } (!1 Q +. N L W O X O U U t6 w N c C) a FO 00 Q C CD w w N N E E E: ` L 'C3 O L O Q a) 0 L O O o Loo ?mm ?° O Et a ° = u.. IL ° 5 li -j -j a_ CO a. Q w U Z 06 CD >- w O U z Qw © O (D w O a Z ins Zw 0? I m wD ?m pw zo p w :D = g U J ? Q =cn zw 0O . O N ?oq U Q > U O > 0 Q w Page 18 of 54 55R-29 EXHIBIT E Z 06 od 06 U U U a D O1+-+ c w m«+ c w O)++ C O 0) c C m MC c m 0) C: C m V me c m O C C "0 C a = C w - G w C - w C - w ? O M O O m O O CO ._ ++ O CO O ++ ++ +r U U U m m m CO m m m U Q Q Q M N UQ U ? a VM U? a 0UJ ° , W oCY 00 W m U _ U ? U C/) U Cl) C/) U N N N N Z + + + + + F- O m L to w L N N cn v7 Z Lu (D r a Q ¢ ¢ Q W M N r 0 0 0 0 L O D 2 4TV U J J .J .J Q Q Q N N U ~ O a N w m co 0 fn E L O w C m N E v w 0- w E E a) V L c Z cn _ N O L- c r O aw m 0 E O a o U) w ` ? U) ° Z m o aa) a ) C O 0 0 Q) O 4) Lu a 6- -0 LP -e Q (D od ? a) U 32- w tF W - C C w _ m V O " m O M m C w> C L c O ` - E a L O w w. C E L c O (n (n C m N +. w U w • Q U tO °1 S2 m 1 t?/1 > > v0- _N d w j O a- v) N 0 a w CL w J C J.? ? W oZS>UQ? C via) m w m O Z N W ` O U m OL 0 w 7 E n IO a -0 N 2 E ? w O ? c j D s it c w c - c a? c? .1 w w F- m w o a w U i3 L 0 W m U L L O? m LL O w n O L.L ,y L 0 CL C O U) w C m ° c t ?? W H c st v ?c a °'o,? ia ?L- :3 ?•? -? a i L o cn Z •? w Q w u? _ fr m C Q L to Q C N c x w w c° O L w w L Ewa? o N G ? E F ? ? W C? 2 Q cr U) ui ? U ?W Z -0 O U) CO E- U w v .> c O = p p -? > c c J Z w w a U U m ? U - Z g Page 18 of 54 6611-2$ EXHIBIT E 2 a) Q C N N en o z z a) (D W N W a) a) a) W (D W W N (D a) a) z N e U CU U (L) (1) CL, U) LV E: EL EL a: m LL 0 ? ag o Q W C? N p C N N N L Z O I J + + Q) U I M U + CD + L ? 4) > L L V Z 0 0 Q L m L m w to a) +?+ N? r- 0 ca cc > () (a a) W Q (U >. + + > O > O + r Q r- r W a p O N N Q E Q E cD f? 42 U J J J Q W >' a) M a o m c o c O c o c O c o C c O o c 0 0 p U c Q ° °?a) mm w? ma; ` wa? ma? V H o o U) or CD m c> p m p m p N m p 0 0 p ° p d) ca p w U p a> ? O c 4) c (U c (D c w c c w 0) c a) ? N ? N U ? C7 C7 C7 Ca C7 U ?- O N ' - N O N 0 N C O - 2 0 a 0 O Mn -1 N f/1 c N B a is _ a) Q L a) C F.. d a) N CO) a) - C :3 y C N U 0 r: CD 7 L C C a) U- O ? - ° o ° ? ) ° cl O to . a) a O co a?Q ? o W V to C'1 ° E L 0 N ? G. a) 5 O C H 1- CO F- ° cLu Q G (n a Q1 u1 '0 C r- O ?p 2 c c c L o ,c O N L ?. L O pip 3 pp(7 .? CL =3 a) Z v > > > N c W ?. U ? , ? D F- Q Q QY E a. Q o0 ? 2 cn p N (D (D C.) a) 06 O W o a Z' U) ? o CL ccc ? c o V W W c oM L L CmLO I °?•° c ° U fn c a) ?E m to ? 4-u, U tM CL CL co 5-- CL E 6- a- 0) E (D 0 CL CL N OWW0 0 m a -2p >, o =U v ui `o U- IL? Ua` 0C cn? C a) y O c `? Q ? ? Q O a z E o CL c -0 w U N C W Q c ?` uNi v V o •- cn p D U Page 20 of 54 66A-26 EXHIBIT E N d d a a a 4) M d) a s 2 2 2 2 0- 12_ . CL too coo Cl- a a a v Y Q W CC O W m o m cu m m ? m a m ? m > m > m w ? . + . + W 4 M Q O N M N N Nt . w F- G a) a) cu a) m O m a) m N m O w a) m c 0 v m CL 0- n ? m N a) a i i a N a cL a a V ri m ci a a_ (L a__ M a) a) () a) LU Q a) a) a) a) a) a) a) a) m m m m N o 0 0 0 0 0 0 0 N N CD ?C? ' E ?. rn>C U? Eo.T c z O F'3c } O a) 0) r o a)C 0 Q w a ?. ° v moo c Q °' ? C « ? ° ` a Ev, o 0 in 0 6: E w a - ?? U1 p a) C N C m c N p m - a a) C o S p n- v `' a? m o c) >. voi :3 a) E - E > C c a) "O N (D 'S V QC a c m ? a M y E C E o -a tL E o a) a a a) ° m LU V c?w - o . m a) n c a)? a.a 3 aa)) > E N N? W O i c a) N C B a) V a ) N w N p 0 cn u C N Q C m X U m 'D a) a) p C: a: U 3 ?G p p W a n ? N C a) cl) N Q ?Ur LU C cn T p C N L L L .F ` (O 0 C a) d tC O M: ?' Q L O ? '? C E m Q O O p p C a) -0 i -0 E 0 N E U mM E . ?a Ema) F- >, m > > ? M a C o a m ?.ca U•+-r ?- w W w o >- U m CL a C1 ¢ m o m.4a) C? > p > OU ? mv* o wa Y >, a) U) C +' a) w O a) N m tT U U ) S .? Q) C. E "o O ?O} a) Of c to aa) of E (u > U cn 01 to a «- > w p V v rn a u) (D Q m En (n -0 p , O C C? t' a) c a) C J O Lj .. ?+ L m (n C m o m L C CL r_ c 0 (U CD 0 U a) a) a) E m m a) .. a) v o () L L a m a) a) a) p ¢ ¢ W W W ww wQ? U)M J¢(L F- U) o> rGCy- (L Of a z z 0 DO _j J ¢ F- Z Q 0 0 W =z U H Q U g i V a U ? ? U O p - 11 Page 21 of 34 65A-251 EXHIBIT E z Q m N N m cc L- N N ca (n Cl) F- O V l U L ` L) O O 41 O U m N m N m N m N m N C ) M - U) ) v a_ 13- C) Q (M C) M Q M Q M M qT W U U V U V U CD / '? `/ UO C7C7 z O 0 O Z N i i i `? Q i M M M M M m CU m 4) m m a) N te m + + + + + W >+ >+ ?, ?+ r . + ?, D n D W IL N M N (N 0 N C) U U 0 U .1 J W L H- c a) O p Z a) m a) O (L a) ., O °? °? n 2) Q. a) a) > v > F CL (D V m E? > o 0 0 a. a Q D Q a- p U a) o a? a) Of () [Y 0 co ~ o o m ? o 0 0 '2 O ? Y L N Y p Cl) L O a) > V U O C (? a) O N O -0 ZO O E U? c (D O V C E 4- Q n c 2 .a o E Y E o m a O w m rn >'n c . :2 n o Q a) . o c a) a c ca c o ? to a W V n 00 mV- a) c?c o us 0 N cn ? c -0 O Q cu cu M ) a -a w (D N-0 Z v m Q 0 N s 0 a) y? .? 0 y a m Q > C: ° (,D N M p a v c a) w- ?? c m` N - W ? 0 V o. O N a) c° N E E rn es a> 0 r- CD - ? 0) ? ) a CL Q- a) CL Q CL CL :3 r- W Q 0 r n o c C ?=? U (D a) E in.C ? 3 c o (A 0 In 0 a) CL cla U O ' W O cn O a) a) c N V) a w 0 a) C .?- m v) v Q 0 y 0 rA ._. Q O a) ? a) (A to U ? Q v - O ?• C N m a) U} ?, U C a) ? v? tW L An d O N O 2 +m-' O C N m O m N O C: E y O V Cr U ) N CL C CL 0 - N cr ' f6 CL w C L) O a) aw in X ?-W a) ?I--w m a) 0ty- a) N (if?? m N ?in O ? o w cn () f-W z z 00 O U) ¢ WH O O C9 F -? 2z = wz Y LU F- 020 z m a0 O Page 22 of 54 410-38 EXHIBIT E Z Q z z z z z z z O cn Vl cn N fn t/J V Y M O Q Nr It 1? Ict d 'fit 0 C) C) 0 C) C) U W 0 (.7 C7 C? C7 C7 0 Z D O M M M M M M LO Z + * + + * + + + + U F- Z) ~ Z) :3 D Q J a U U U U U l W 70 m te a te ° a ) ) ) a aa)) a ) -o Cc m 2! W ? ?j CL ? ? Q a) .r a) a) cu a) a) a? m r~n o 0 0 0 0 0 0 0 ° ? ? o o aNi `a) o c o cn ti 2 ca cn c z (D E cxa m c a) 0 ° E ° E M X C: m e °' c o°? O t m " c M C c a) ? c ca U (D -6.1 0) U3 us 4) a i :3 0 ? N O W O () a) L- E C c N c C O c N N m Q U O a) W V v ` ZEE a) CL N O 0 ` m 0 L 3 8 0 > D a o' ` c N a) V C O C J O w0 N 3 L] U) C C U) C O J ` f/1 U ca a) 'Q +O 013 ¢ w 0 w ?' (n C: 0)) a) vN 42 C t0 a) N O N y c o N .- > -O C? C ca C a) Z N O (D :3 C i a) a) C E a a) E a) () a) c i) ul , y _?c 'D .? O O D .? 0 m ` c a nn. a ? v 0-0 (n .0 m a a u V.LA=U> >> E a) IA -2 06 co Y V1 N rn O V "' Q to O O V _ ° N. CL a) L O W 0 m (D o U W W N c CID E o m W Cc c is to = a) ° N O a) V? o -a m E v) LOL c: v (D ° °) ° m CL (D en 2 c.) (D E -0 c 0- 2? o 0>Qfn 2 W o` ¢ d ? WlY a v >Uxs0-1 w w Ix U U) cr. O _j x ?[ W ?- (n t- w = a Z U V D CIO Page 23 of 54 EXHIBIT E 2 Q z, z z` z z z' z z z z O O 7 O O C > > > C Q N N H F- F- F- F- F- H F- F- U Y o) M C) 0) rn rn rn rn rn rn Q O M O O M O M O M O M O M O M O M M a Ix 0 Z 0 O LC) 04 M M M M M M Z + t + t t + + + + t W w Q U U U U ~ ~ U U U a w a a a a a a ~ Q N N > > > > O > C +? O 6. M O c°i a) L) 4) 0 ? o m 0 C ro 3 . a U m W Np tY m o cu (D 2 C N F- m m m i a N c . ? .>- C > Y 06 _ o = ° o ° W ?, rn c i M J cn CA = G 0 a? (n N c?6 Y 0 N 0 3 t O N N U C O ? a v U C p N C It H a j O? a = N U? c O N O p C C q` a? ca . C cv ? ° ' . N N 2 O -le y N C Y O U Q? N W O N U a C. .C N V A2 N L W co O N a O t? W U o v N N Y - _' v N ? ca ` C Of vi N c a a C U W rn N r- N 'n N a) -0 N U N D j (3 C4 U W U p s n O E C CD a W N c O C ° 0 3 00 C N O U C c a U J > 0 C U C O C..? E ? O O C. a 'U O U RS _ cn N m ? C N 2 O _ N E m c) C + • ++ O >. C. U V - C C C a1 V N O . % O C C m ' . O N (0 O N a U Q U N N J p .tr a C. m Q C m c O 0 t? 7 C 0 F- O m a) C. .- L O m O O O U a? a >. D CO) O Z) Y C N l6 N Ca C N a O W O N W w o 2 m C . a C T O N N 9) SC ,O O _. N C N N N C ° N ww V) Eu N mm C , V m ? 01 C U U ?_ {Q C. >+ C_ p- m .a L C_ O Q ac a U U u. a Q Q (n a) m U) r rz z O O = Z O O 0 U z U X U Q O L) W U) > a F- Q a U Q U C7 w ? U U U ui F- Q V = Z 2 Page 24 of 54 GGA49 EXHIBIT E Z ? 7 O C 7 7 7 7 7 7 7 0 U) ri) cu 2 U) cn 2 2 (j) En Y ix 0 C) a o 0 0 0 0 Q M M M M M M M M W C) (D 0 0 C? C? O O Z O ce) M CV) M M M M M M M Z + + + + + + + + + + LLI U U U U U U U U a U V W W -C 'o 'v v v - ? 0 i W Q) C: CL 0 F- M CL 0 a) a) CL (D CL W Q ix O (1) O a) 4) O 41 a) O d) a) 41 O O O O O D c CM a) O -0 ° I cn 0 r- .c ?. 0 c 0) _ le a) a) m z d) E m ' ca N ca cn o° E Z " '? o c c T O c -0 3 ? L ?+ Q 0 a) U L) C - . O 'C a) a O O co c c O` ?? ' ` cam cn m :- 0 O' c m 'N o 0 ns a a) / V I.L. 0 U1 C U = :3 ? U t0 N _ - N In a) V U Q 0 N s - W U c a) a) U 0 V C N' j V E Q }' U a) v +? CO a) o U , to f- U) O U w O a) v m c U o O° . v O c c =' W 0 a) C L Q) 7 (? = a N N M C U O W N O m {p In O n O O 0 N U L ? C) C C Cl a) rn O O N i c 1/) a") - a) a N ` C2 L N w a C E O C C U a? C) w } cC N •0 U C U C V U U Z7 L N N ? N > a) X O C 0 Q1 -C y 0 m O U M O O C C U) C V m O D ? p O , .S E a) ? U U J 66 I6 J Q U v) (c c U) S L_ J? ca CL N CL U a N O ' c LLJ a) `? O CL C1 -_ ° a) E O - a) -C L a) 4 M Cl 0 >% cc O c w LL O E ?, a) ?, (n o a) cL a? O O E E U U cn U N to U Cl _ p) a a ?U) Q m U o ? J O U U w z O 0 -1 w O W H 0- z Q V 20 d a U U ? Q Page 25 of 54 55A-33 EXHIBIT E Z Q z z z z z z z :3 O 7 7 7 0 3 7 :3 a =3 0 N m to m to m to m N tC to m to m to m N m to m to (a F T a) N N p N N N N V 0) O C) 0) CF) m m 0) f'Y O ,qr O O O O O O O ... 0 U U ' ' U ? U 0 (D U U Z 0 O M M M M M L- M M M M M W rx + > + > + > + > + > O >' + + p + + D + D W a U U U U U U U ~ U U rZ W -a a) -o _0 v . -0 d) -a 2 _ o ca _0 > v > 70 > p Q p O O CL is CL o a) N M CL v- c 0 Cts CL o a) a) a ) p ? a CL °? t n o N a o ° c 0 a > CL CL v v v w W Q a) o O Cl W a) Q Q• O a) O a) d cc m Q° to p O D O to a) c .o O v ` rn co m . E y r Z ? o N o c c }o c cfl c c m E o c v O c c to a? o p o O a) a) - o 0 C co E `J c c E d t-- > :!Co- (1) o S N c d> +, 3 U o C +' o Q V LU 0 ° D D 0 5 -0 C: - v w o l -'Z ) m ' < e n CL t6 n 0) X +6 D C N lie 0 Cr CD L- E o +. (D C p (o ° m to o Z' - t: -v o a c 3 a? ' E o 3 o to 5 4- C CL o :3 O a) ? v ° a ° E v >a= i m Q o°.>,c? a ?M - v ?aa)) Cm c?0°? oE u c u CCF- ui C ? a? >FL > Q ? o = axi c O c Q E 2 2 2 c > 0) c tm N p y o x V) c O V Cl) ) L C3 x m L_ o v a? O - OC if S w 4- x '- o o a) aGi o .o 0 f E W W 4 O to - O V) D a) . J.. ? a) W = C N c Q 10 o o N }. a) U > o W c U L U ?• O o o f to to '> o. m E Cm E N m m E 10 E +O_' N Cn 4) •N R3 N > U x Q M 'C (TO Q 0 0 W D m0pm °w > H EQ W Q ii 2EL CL C/) C 0 LU U) Z U U D W '`? O U.3 Cn CD ~ W H Z Of W O p .. LL V a E- Z w F- w U j Page 26 o(54 6611-34 EXHIBIT F Z Q C a C a C a C a G a C a c C a C a C a G a C a C a C a C a C a C a C a 0 r C E C C t C - E r r m C V V r F- n m n m m a m a m n m n m n m a m cl m CL m CL m a m a m m m n m n m n ? d ? O ? a q O 0 y y 4 L] 0 0 0 p O ? ? O Il L'L U- LL LL LL LL LL U- U- U. LL LL LL LL LL U. U- 0. a yy C U pp' O O O O C r w 7 C Y o a°i C M ° o ° N U o ° ? QU U 0.1 d .C (0 W y .0 U N h C Ci Ci 0 N U ! V? g W U LL Cl) N is rn W N LL O O O E ??, oo U O ?N- O g O O 6 M 0) 0) c) Q 01 O NN O M LL ? O E O N p a a (A? m Q O • o rn > G U y ?•c C) 0) Oa 0= a) O Q 03 O t`?i et et D: O: 0: S U 0 - 0) O O O ff^a 0, 0 00 ' O 00 vN OF-- V 0_ co ao r, m 4 -'- vM LL U M a Ma LL U LL U LL U LL U O Q SO . t 9 0 L) R c" ? M U MfA un a 0 Z ' a 0_ a 0 Z >Q 0(D a CD 2 U' U N N N N Or 0 M)a(D 0 Q CD0 00 LL as O 0 ix w IL O 12 T Z { E a 'O a a C: a C: ?n E , 2 y ;? a y E a W y m co m m M N N O E O > M > m N ?` m U U U a U a a U U T v d Ntl a . n i ? H LO N H U V) a U U a F o ? Q o c v y W ~ m a O E c c a y a 16 a iC M O y rOi, y O p o (D E O c o D a w ;? m E a o O o m o E € c Z w w w o a Q U a a i Wa' c C L' aoi ?o O C N m N co O d a ; n m 0 U 2 m o m w . a., m 0 is c n a Cl. v o o Cl a a w 0 0 c n ? a ii a 7 y C ? L m C '? ? O .+ CS O '> y ? N c a a m L V 0 O w y m C ?p O ? 8 O 7 Oai 106 O a a. d a N 0 m o y m c a 0. v a y 01, Q a p y 2 wU c m to a 3 ? ? E? Ta a -C '0 U) Z _ C w° o 0 o E o Q m r of ca o c € C p ) y m I U a i CD . E N 21 O = O r m E y ' a t L O E C c 2 a CO a i 0 E }. rn A "a a tm s j y CL O N a O E Q C a a E D y O_ y y N U U T C 7 0 m O E y IU T y y U Z) m a c a a a 2 W a y { Cp C m G a y /D C s ot? ~ O m N CM CL O C C ? O M- C . a a s 41 E co C '2 a a 0_ C Y O O C otS y C .... m 0 Q H ? 7 ? . N a .O v y a m c E ?$ o m • Lp E O co 0 c o ' o U a ° ? ?? a ? -° F m avJ aE 0 .m12 2 a E a o? to m E o?m a a) 3n , E ma R 6 E a E -0 .9 3? o£ L° a8i o ?? ° o$ U (AU' fA 0 F D.. O 2 U_ w w of0 u) E J w W E E ? U a H M U mJ CL U m 0 y r 0 E a M y C m W O C rA CL n ) 4> . E2 o °- Z U a a CL W c z a y Q a d a y U. y C E ~ o y o m E m E n y ° o o E a v LM D p c y g a E `-? n U a E x w o y a U Y o c a a E i a c y O d ? S W Q rn i H U o o O i C a 0 'E N 7 c c C V y - L y y Q y y y n a .2 V E 4 N 0. E = C O 12 O E V L O w ?' G m U ? c 0 U c 2 0 0 p ? a 9 a a w c a O m CD d) M y :3 a a L a a ? w ¢ ? a0' a aM = co } cl: O c o W F- e c a+ m o c G1 V O C C O Q e `m 2 C C > E a U ` U Eo O 0 a a w Q CL w w I-L Page 27 of 54 OGA-35 EXHIBIT F z C C (D C C Q E E D O n a E c E m a I a g gy? m 0 O 0- O M L N p N ° Ll LL LL LL LL iL LL _ O ' fq Y c '•E o y rd O 9 W c i 4 1-- C U O O C 00 d a v W Epp p C ? O l0 0) O 01 O O O O Of O O y O O N yQ 0) O m O O O O O ko O 0) O O O rn 0 O C O O °g to U y LM -C0 0 O O -* ? r0 E ?O O ? A O R O O O O ? O N VM 8'EM A A aA a aA to r> I A M , U (D C O u < 5D ¢0 C 7 D ( ( (D o z cc a 00 a 0 ? 0 o ?, a W d 25 '- Z c ` ° O - oo. c C C C T ! W C . G N T T ? y N y y > ? y T + . . 7 p p p + + d D_ N d N d U U .t U U U U co I- f? cq c ~ Q o 0 o y o a N Q 43 :: - n m D G E O a p c cc o w o ° ° o v d O d ° U v) U Z o w m .2 m a ° .? a W m o ti o u m a v cc p in P en F N CL Q a dl O c Q > N O '? G c N N G n Q (0 a. O 0: d U a 2 W p C r w G y C C O N C p .O N A ' R C Q U O CL N E B to 2 ° ai O to o c m t 0 v E ?° c c ° G ? o E a? . t n w v , o c cn ? - C c° O EC O OE ?a?ia ° c t° E N C N y Mn p v E ci o it, g is ?v `025 y a 3'3y O etlta d ?y m E Tt d 5? v ? Q O a >? aE v2 y4) c € no r m W =Q C (d W O _I IV m C = 0 a Q w y d y y to N C x t s C y C y .. .. y. L y r C C C1 G lSf U d ,.?+ y 7 ; U O E y C cr, f? j O aid 0 (Z d O a a -ab ?a lL 12 _ 'C C r Ln 0 '0 C O a> w O d) O O dL d Q D. um ` R U) N iY C7 dQ R a co d 7 d FO F--.+ a> U d G. UJ w o C O V y tm _ CD h- F- a?i a y g w p D E y ° o- g ' m y y a, y O c 0 ? w m O C wN, C C C 0 5 C 3 y y Q`1 y ?2 W 'C ? O CL O rn CP b y Q1 C 12 'O E tC 't3 O C - d 17 O C O LL L C C c O L 7 O d d M M ? y •? Q U O U m U u i W (n 5 N Q to U F ? d O 3 ? O o c R Ld p OC O co F- O C U > CL Z w Q CL 0 w C-L Page 28 of 54 6046 EXHIBIT G Z ui a M? W 2 Q 0 o ? m O c o c v ? J _1 J J U Y m LO N y co U w U `O N O Z 0 c 0 + .- Z T T ?? Q CD w W w a a . Q. E I.- W a ° v v U W w Q C3 0 g 0 G O U ~ c O c O C O DE D? U m 0 C i6 cC3 Q Z .Q O N W W U H t: o a ca Q Q 3 0 T 3 fl Y u, co N p a E % L m c ° ° t? (D 1 U N V NZZ- 0 0 5 o? 0 r Vj r Z En Z GJ N Y 0 w ° - :=. O 0 ++ C L a y N U Q? U N W V :3 Z3 v N G C N O N O i6 Q c c c a O p c ?; 0 ° C J J y? 0 J N Q Z'? 2' N U d d a U ? ? Y C . O (r N C7 4) f6 U (/? c c N c w O U C Q N fY ?n ° J J O ? % W f0 O - U W Cp E 12 f0 - y LL N ? C L 0 4 J c C 0 CL C. O w O L C/) W , n O (7 W ( ) U_ .? .,. , M e i I c ? ° W Q s v O F- 65Ar35 Page 29 of 54 --'r -'r 1 V W Q N W V 1.t.. cn w Z U) w a Page Z a °o ?c ?w ?c ?U ?N ?U) ?? ?N C O o 0 c () O c a) o C 4) o .? c () O .? c a) o c a) O .? C Q) O .0 4 ` ` U) N ` 4 0 ` 0 (n N U 0 4) IL U) d) (D acn ) a ) 4 0- CO a ) IL N 0- U) a ) a ) am a ) 0 ) CL (0 4) dcn ?c x X X X e a) X X > C' j CO U Q n OQ n OCD n O p w n Q E 0 C) n p O 2b n 0 ^ NN{fj =i to Lo 2 2 In . U') CO a) - cn - 4C) 2 C) ? 'qr a r e- w a) 0 , _ ? m w .= a m U 3 ? Q , a ? Q a = Q Q C7 U - 0 0 w Q te Q rn0 Q 0) N cr Q 0) 0) a) Im 2 c) u' ? U a) o U () a U 4) 3 U a) a m m U a) a U a) a U a) s a) W W • 0) w it (n a w [n of W In W R 4 W fn w w U) w X cn W W IL n VJ W C) a) C y O Y Z G - N ? N CO) L - m = w a) h O m m . m > m co T m m c w m a E o w w T N >. co . N T N N T N N w O m w a a L a) T O w C j 47 f0 .O+ n a) N m D ` C O p ~ ° a) O m N o w b CD 'O w O O E y Q o W (n N N w a; a w ?? c ? > w om ? Q o c? ?m n ° a) O w Q . a) m Lo c a) .. 0 C m a) ? c? a) v c u a y z a) ;, o N a L n -°o 0 a N C - .r C) 044 > U (n N O N Q a) a) N O .. O N . C c O L in C O CL E E OL EQ, ua)io co ? oc_ m °6 m- r 0 (n w(D v a?i o E :3 m 3 64 3: m _ o a) v w T wY? u) ?? m ? p) E -0 O Lm . C. w W mE a) 00(a m '" a) Q) a) N T r CL C N a) Co N V N v ` 0 O 'n O L c v V O U m O U) V Z c C Y E a j C 02 a) a) a) w O a m ? ? N c } r U C O V L y o O tn w0 y cv?Z O a) )co-:? a a m m Q C> O d) E O W U) a) c p C V E N cn _ L c ' Y 0 N N w D 72 m L .- O E N a) a) a ` O O -a T-- m m O tm C J m p V a) E a) N O(D o (Ta {n m E d o c N t/) Q IT m y N U C O N 1°?o C ?- tea) c3o m m C o C T on 'r7 cEoc > c N w ° U) ; E c > ' E : • a) m O N c a) c :3 c ° E c` E a i o m ? a i c - 0 co ? a) 0 c '> O a) c m c t 'cv m m 0 c c ?.C NU , CL oc . - E ?> m o? cn N c a0 > m? 'C 7 c cn a) c Eoa) O E` t m m a) ?' U EM ad O to Q E O O O U Q F- a m w. U a) U U V ti co J m d V m * + + + + + y a) y a) c m U C O 0 U) Q w N N 0 O ' V > :> Q 4 p N N IL T w D Z a + a) + C Q O - a) w a c d. G a) : rn a) t c Q c Y o w w N > >c E c °' E > o E >,? o °'v °) m E OC of o Of N E •U O) o t E? c C_ g o a) m Y n: o O a ° o N Q•a M d) ° N m c 0 co E o E a O Q QF-a Ucna F- UCL QO s0 ?WOU wW Ucr ¢ w (nLLzz w_ F- O U' ( J w -) Q Q U = n 0w w F- Q ? d ma _j M: LL V w?ss?F-anF- w Z Q Q Q S n Q 55Am36 Z Q O O N C N W (A co C N C N N C N N r C 0 o L) C a) o U C (D O .L) c a o- c 0 o .? C 0 o .0 C N o .? C( O V C O O .V N N N N N N N N N 0 N V N V N V a fA CL co EL co a cn a) a- w a1 a- cn N L Cl) a fn CL cn Y U c 0) cu o- a a c(D ° d a N N N 0 <D of o m w =? c ` O .0 E-a (D E-a C 0 Em C CD E-a 'C N E-c ? () E•o = W = 0 E fl- Q- c N N a Q 00 00 oaU)W 00 00 00 00 aH-3Zm1-6- 0 C3 a) a) CD (A 2 O m a) m cc o N m w E E E E W a CL `? d ao a a a (D a) a) 0) Q ? o 0 o a V rn 0 0 0 0 _0 cc M 0 CL (I CL ' 0 w to w cx °C ` '? c o o ` - 0 0 } N O 0 "a o C d N rn m 'C C V O N t- •: O F- o E 3 y Z N (0 0 T U (0 ` O a) Y O Q E 0 0 F- N 3 a) a) °? C w o 00 M N N o U a w iA °: N w:3:3 O 0 (D 0O _a c M U °? c E w a p U o y ? V w 'M U EL U C O N E 4: f N LO :3 M N N N N ? N E Q a) C f0 0 V •0 (p N r- i 2 Q L U 7 cn 0-9 E 0) 0 .? U a? rn CD 3 C N a) C Q U U 0 -0 m C y .0 C •p m N ?_ ,? o c iv O c4 O n 0 C 0 c ?, c N 3 w - CL -0 m 'a 0 cm C N fC E- -LD N C :3 h C M O ? C a) m 7 Lm :nE m (A E °- `o °-' :3=3 Q rnp _cr E ' c w c U U o 0 F^ OQ rtc 5W N O J J Q' p o c 0 -E W p :0 c V 4) D a rn V C cn 0 r- a? 0 v E o Q c 0 c w UJ uj N [2 O~ U` E (C C U -0 F- c ? ? a) N C N a) ? ? a) C tL' U Q (L A Q o cn w U) z Z LU U) 0 O V W Z w U < CO U Z w - * H Q' U wF-W Z w a"0 L) F- 0 aorz EXHIBIT H Page 31 of 54 551-35 Z Q _ N v! G O al a) a) Q) C U N _ Q N o? o? o.L) 0 ? Z a?a' o .o L a e a L z S a V v, ` 2 V 4) 0) co a V 4) d n (D CD a cn CL (1) CL U) Y C 7 ? V- LO m N ca a ? J 0 JU M N O J C,4 CN m N U y O p V C =? 0 to c? N 7 CD M ?- C U Ucl Q mo m , ? ;r mQ otlM m ? ott2 O O d to U C ?Q C rnfn M ?O Oce?v'0 () M N w ? 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C> o C? 1 E E E E E E U W 0 W W E cc 0 r- ca M m O ro O t: N p -tf M O O N LL O U W U V nw c CL C nW- CL c- Q- c- nw CL LLJ i o? o? 0 b - 0 4 - 0v o o Q) (D U) w0 -0 0- 1 0.0 O o N w N N (D P O r76 0 + C? N N ` # N N C c C c N m m N '????E + co c o m m CL >1 (h >1 M >1 " >% (n 0 CD Cc 0 E W a E c7 ch O ) a) a) N U (? D U d d C N E 075 N W O O O N a c°a n ro m i ca a n v p p 0 a? E E E p a s 0 O Z3 - .+ O .o c U F.. C O ro a ro O L C N p 0 C m ° U O 0 U -0 0 O O y 4? E 10 O v` , ro ro aa) a p w p n U O N Q) a) C y O ro ro o ro OT ro E r C O U E (D C x N C N ~' (C C y N a E c > C (D c c Q U w- a; 0 C N (n (D (A 'p O C j N O Q O ?p Q C Z O N C N C .O m Y 5 M? T y ` O M o p M O n C .C v .C ro y fn ~ 0 `? (z c CLr- U ro v i v ° a V W o - m >,n- 0) o o a i N E E O N c N E 0 0 (n w 0 Q CL- C ? 2 ? V C co o a- a a co n o o V (a w E 0) A2 0 N X '° aD Z. E o -0 0 v i i 0 Q ° o c E C Q) rj? 0 y U D ro 'O C fn _ ro N y ca C O N O U O 17 '' 2 C .V N N 7 2 , 0 0 C ca 75 O C A. 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M 42 D a) L w O °> U - a) h 0 0 ,o O G , o . a i c n CU CL 0 c > c 0.= vma r c v?`? a0i? (L V 3 O E N O V C G C N C N N C E C N a) W w y G C 4v O E L- o O V w (v O 0 - SO O c0 N O_ C` W N a) N d d) E ? C W v N = a V w M a) CO Q y 7 _ a) O. 0 a a) p td N ? _ C N CL . O 'p cc C U 4) 0 E 4) O C a) m b - V) 0 m c° m 0 0 a) ' E° o ?? v E1° o ? U° i rn u NC E cc ) Oc p 'a a) r -0-0 ? a oc O L c L o V E C oo W - cv W c 7 p 0 E v 0 ? G E O t0 - E •? p o N N N c O C 00 "3 C ) : 0 7 0 0 v ' V Y N U m uj p) ' o U U O U) O C = N .? cr N O D N C Q p C E a 0 `N L w m U f A p co O - Q) a c0 - O :3 0 E O O r . a) 7 0 aU co m Q a M m O d? J O L O (D U a J V .N a m Z d cc -0 -0 >, a CL n 0 p U W f6 r- 4) U eA Q a) w a) G O N ( 2 (D 7 o C U Or' Y O N 2 ~ c '0 a) c N 5 Z W W a) E 4 c a N E` c m N ?- = c O V •°-) U of a) c N i iv U) L? D O C c 2 O U ,, N N C E E y Q C O V ) N N N U c a. E V- m (n ;. E 0 2 0) N D JmM m N O ILL m f C 2> W U C (n C a) () O UWu. N UH O d) UJ U dQ 0 am ? J O It O = co Z w 0 ? Z ¢ Z L) W W F- ,. a P f.. U U to U) V 0U 0 L 0O U- W? ,Cc J On. LL XHIBIT H 110-49 a 6 N _ a O c U ' C C C to c co C N c 10 fn Z E2 N O C o O V c () O V c 4) O .- c o O V c 0 O V c 4) O V a? V) E2 2 ? I.- f2 v 0- L O U) C °i cn I U) L J dN L U) n. u E _= ' O ' C O Uad 9 ? 6 N Y U U p IG? U p cy U N N CD c- cy) NN . O> MNN ro N 0 N QU?^ _ 0) ? N N N O co -J U M = O U N CM O ?= O ? CD J r U M ? M M2M Na > O ?? Q N a) °clU ? ? W 0) 13 C J? U U. 06 U ? JN ? 0 O l i 006 V f C U- O m CN p j ( fnL L 0 ?(n? C f ? c C ? N M hU N Z) C DU ? >M N Z 0 in y s « « cn @ C ?+ C Z 0 N N c0 U N f? } >. a) 0 } V 0 (1 T Uj Q. C C14 In tn N M C) CV) E E a a) Q) . Q) a) Q1 N . N p H J -a Oa ?a o 0 0a 0 0 D W L C T c T a m a T c (` C U LL W co O ca 0 O O ro 0 O O O O 10o m flca a am oco 4 Q Q) E y? E Nr E ) E N? N W W? W W W W o W w W W? W W w Ui C C N - C c 0 o N O 0 o 0 tM M ? R a ) E m ro a 0 4?) 0 (n in 'a 2 (A G c M a) C 'o 0 w 75 m o '- E (D p E v :3 CL to (D - o Vi .o y us = a) c cc0i , p c > 0 Q p a cu d? w - E 0 tn o ? t c g o Z - 0 a 0 O 0 .? a) cO E N >, CL Y a c c . m c0 ` ? 0 cc C E .U () a) 0 •? 0 s 0 o . m > a cu cv ( a c v CL CL a) Q a (n a . E C -9 0 .r N N E a i a) .0 0 fY J C ro d N LL -0 E c .` O m 0 - N m co N ? E p c? N O? - ? O ? w V 's-0 3 c y 2 (D o co LLv 0).r_ 3? v 0 . o LL v ° a) W E a o v E Y j, 0) O N vi Q C O U Q. O a V aj a) Op a) o mo0 -° cwa? wE . 0m E(r' M c >1 U) n ? vii v) a E a) v N C rn E a o o (D M a> o 0 :: a) E N E O O N 7' 7 N ' C O a) 0, p o y a N C N O 0) o c c a) C q) O A at rn?a Qno O c N 'ca ?'- a? c E Q ro w aa? M M O W -a Mo N T 4) E a ? C O E- O '0 p c c a) Q O c t / o maa o o.? av to c? c ?'no a) E c E m o ro? M o E E r ° m a) c M o CL ? M :3 ou ` CU _ M Q LL a) a) fl O U LL 0 c W a Q a Q w o(D J a O_ O p p () LL .C > C O O CD W 0 V W ro -0 o m > 0 O a) *y c 0 U) c a E 0 Q U E o N E -0 m o U) LL Q C =3 0 cc U C7 ° - Q O z co 0 LU 0 Z J Z LU W U L U LT. LL W J OL1LL IBIT H 5o(54 ?5?-43 Z Q O O c N c N c N c N W N c N c N Q) N c N f.. c 0 C? C O C O C O C O C O C? C O V O 4) d (n 4) 4) a (n 4) 4) d fn 4) 0 a to 4) 4) d. fn 4) 4) a 0 N 4) a [n 4) 4) a co 4) 4) a !n 0 C? 6 C 1 6 M 6 M o (i Q M o M a M Y N N OUr N N OUr N N OU r N N OUr M 0 NN N N OUT" N N a N N C) Ur N N OUr Q co CNI e -J wU M (D -J 04 'r- r r ? QQ N ? -i ? -J C ? e M ? ) UC c ) U?C ) = M Uc UM Uc ) Uc w r_ C - G w> C 01 U) C 3, C G C W LL O LL O LL O 0 LL oa O 0 o? r LL O LL O LL O U?0 O LL N y ? N y 0) N (D 0) N 4) co LL N 4) 0) ? N 4] m N 0 a) N 4) N (?fn NM(n N°?fn C4 -m 0 DU N MCO N Mfn N Mfn NM(n O ` O Z m in « N : m « • + ? R ?+ T } > T T . h W W 0. LO LO U) LO 0 M LO LO uD Lo W C G O C C "" _C ''?'' C C- C C- C < Q o? o o o? a o? 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"t3 L O) C m CL ' a E >+ m 4) C C 0 gy C_ 0 C 4) ocv n c tN ECL Ec Em m X0 N0 0 to ( p n > E v? . ) 4 v 0 . a a i N O) N .0 :z N >` O N > N 0 '0 N V C Q (U r CL C N 'a _ (D fU (o E tz N a O N E d _ Q a Q V O N N c 0 4) 4) E ?- (d ? (n ' C .6 w 3 4) a) a) c T .. O o () Q O N U N E N N O a 4) - a) a) !' U '~ c 4) N O 0 E O c vi 7. N O U 0 N O Q O CO N O N N V 0 O N 'O N N? 3 N (D E E B E Q_ _ Q 0 0_ o E a E N € .V Q 4) 0 0 Cc Q 7 C N 0 1 CU :3 L LL co U LL 4) W a) -0 LL W LL t U. a () cn m E U 4) 0 O CO m LL C3 U) a) E c a) 0 (A - E o W O> L C) N ? .° 2 W W O O 7. r- W ?p ?? J cu O n c m 0 a cn 0 L a 0 ..N? Q- 0 m M w c .0 0 a) ? Q c O C (d D O E low O > aW w a a) a? 0 O (n LL n w . ? 4) N F-a? c O ?o } w O J w C7 -1 Z Z W 1.- 0 U (D U) V L% M w LL J 0EL LL Py, IBIT H 651-44 Z a ?y 0 a) a) ?U) a) ?U) Cy a) o C U O. C N U O .- C 0 U O ._ C N V O. C U U O .- C N O C N U O .- to a) N d N N 1 a V a cn 4) 4) a cn N 0) a 0 N n. cn 4) cl) a (1) N a (n ) 4) (1 d cn 0 o c° N c° cq o oU? rY Q m?? r U cN c a) c a) r U CO C a) C a) c 0) M u w E E ° E E E cr u l ho m0 C ?a i C w a o!7 ?? c jai C ?? c u Q) N N LP N (D N d) m 0 (D N N m N M cn O O O N M cn 0-0 © "O D U N Z vi ? O C C C m ?l i w E E E > >, (D CL (D o M 0) > a w 0) 0) , `a N `r) r . " ' ? s a n E a w ) a w a) 0 LC w C cU w (D l? C o p a) C w a) a) a) ?. N O - M w R T M L () - O (D (D m ui O ? .. O O fa N O + "O 'O (D M 0 C O I`0 C O N C O E c } m C. i a) m- C a LZ O C C C a) a) Of C- C C a) a) O w V ~ fl N p c9 a N N E n cII .C) a) v ) .? E (D O s? O y a) w Q N .? y C a) w= W _ w w .c o. E ?, tr0 a' 0 m •°) a N O- ?) -r- W w G_ W O W W E Q O (D O a o ` 7@ a o a) 7 0 U) W a) w a) w ?- U) • - W? U x .0 ` lII U Q a m V (D cu W ? m •? V m N W m m >+ Q C O C O U D - O C Q N a) N d g E (o O 1O (D CL E O a) CL E -0 N C C n E 4) 0 CL 4) (a U 1 ( 6 _ V O N - .C V j Z O E 3aEi°c CL C was > a? N ca ?: G _ o o m x. o 0 m t C M 3 0 0 ? 0 0 ? m ' ? ° ? ca V tm fn ? U o 0 W U a) o ? C L E x - ca i0 m .° a . 0 0r W j Uo a) c€ V Q) - C'O)= 2 E a Y ? S c ate) c c •- > a O W w 0 CL) L) 4 v N a c t5 E E C -0 0 j, d y 0 O C O O :_ 0 O 0 7 U) v) CD 4) t N O U y O U O a) a O a E s .? a) U to y C a Le E a 'Q co a) E wc°)3C c g ma w ?o u-0ccc 0i QO u- a) x ) a (A `m 'D O w U 0 w Y y ' a) co a) 5 -a C y V W w a E- O fD r .J M o ° U U' z c0 0 (b 0 U rn? y C ? € M C w ID d) (a ? • ' ti U) d 2 m moo.. w w 0 w w U W Q Z -i z H W ? W? R' Q UwU) CD F- U U- w =? Q w 0 W W O a- Li q 8.m xm PYI IBIT H FaUt: 70154 55A-45 2 Q N N D O O 'U C N C N C N C y C N C co C N C y LA i N N C U y ' C V y ' C V C V N C V • C 0 H C U y • C U y • U 0. ? 2 Z ? ? ? V N N av) N N CL u) N N CL CO N N IL cn N N dcn N N CL cn O O ac) O N acn C5 V) o Y cv a l O O N N N N N O 2 C ) E? E? E-0 E? E? E-o E? w LL O O O O y 0 O y w U C CL c OL C 0 c OL O C a O C a M C a c a oa o? . o 0 L;= -D w o-0 w 0 +r- (N -0 ca N Z O a {n N N N N + C y Co m cc (a m co 0 cc W > + m } Q, M CO 0 cr) M cV fV LU .0 n' J W N_ - M 0) O c a: w Q Q ° 0 ° ,> > E p/ p D N O m L N U ? co p j w c c W !- U .n O N O m= N N m @ T O N N ca O f O . 0 E- N N o d 6 N U U M O a O n N V W m W N U 0 t ? tm `? c a? ..o a? N 3 v O .N, 'o p ma O N - O O ? ? ? M t 0 LL ? v?i 3 N aS a i C c n i O ? d w C L N CM +? 0 y N c N Z . E w . C N ,? y to U CO M N ,E G 0 0 V C U O N O L C E '- d N v .N w U O O O a c wa?' '` a ? .. NN O co a? o . ?m CL 0 o O'c N N >' N N o c E v E N - 7 V- Ol o O a? 3 Ql O U W a y y 3" c E o? ° ?-? to ` .? c 0 U a c co o y L o m ° y ` m X C N .0)0-- N O O y 5 c0 U T O ., O L 0 3 O V Q (0 ` O :) c O c N M a Q U L p O to O O 0 fA O K U N p z3 O Ul y O 0 co O .3 m fA a y = N ca a c a Q Q t ? O D N c fa N d O N NL 11 ?? f ,c f0 ` T N E N E C O . 6' L 2:1 .? c Z3 . [a O m N :4 0 .O cG C N M U N a ` W y U X 0.y U N p? E N a:3 c6 C C 0 o V O 0 a C O O C U Q U fd 7 E ? U _ y _ O L W ca a? w N w E EL U U U O CD 2 O ...I N Q o co N m U F- ? N C - N a N W c °' a ? . ? °, ca a 3 0 0 ? L p os m U) a c : y o W C C W a? O C a ?, N c C c 'a a fs cc Q c N N N C ?_ . 3 'U 3 .2 C O ++ U T i m Q V fC N U m is m U N N X U 'E U CL ro N 5 :3 .? -p ? LU< u1 OZi H lifna Q wUQ OM Q o 0CL ?a° w 0 U) fn w v w CO W W W W W w Q am ?2w w R2 fi511-46 z a 0 0 C LO C U) C to c y C N C U) C Q) C y C U) C to F-- N c N O .L) c N U O ._ .8 c C C O . U _ c O U O. c O U O. c N O. U c 0 U O C U O c 4) U O w N d N 4) N N 0) 4) v N N N 0 N 4) N a) 4) a cn a cn a cn a 03 n. cn a cn o. cn a us (L cn a. cn LO Y a) cn o C R E co C C C = C G C O U •0 00 `p y o y Q a) - N N N a) a) O ' p ro m m O N o U ro_ O N O U W = N ro ? W ro 'C 4) ro 'C N ro c a) ro = N ro -r- ro U CD F- O ° cc O) ° ro C CXL= C ac- W c O. d) C a = (D C Q= W C CL,_- C CL O c M m 'o - cr q 7 N 'O 0) LO N 7 N ? rnU) ?v ? v O a a) ? v ?0 ? ° Dv roU oat F 0Q? 0 F-L)X U1 to O CL ro o V y O O ro N ` m co O ° N W a z (D >- T N ro O a) (a O ro a) E v c y N ._ _ c0 N W W i d LO C N C: d) n U.) N >. N >? N >+ N >+ lf) L Q) O a E ro O > ? Lo F N O D y N N N O LO a W a) "a O N 4? O O o Q CO :? o a m a O o o c E E V DG :3 -d N (D LL - vyi a U g 'N O m aW, Q N C y v) (D ro • ro U ro ro ?, U a a ? c c c LL L _O N f!) U) c N N Q CL N =' p) a) _ ro ro ? a L U a o o c U 22 O 3 ' T a cca (D c fl c 015 m cu a) 0 a y O 2 ro O c C y C O a O-0 y d E Co N C V) C > ro U_ G O C m ro ro o C C v c a y N 'd c O y N f0 ? °? ? v y 0 0 E c > Q y y L q a) > E a s y m : c a - ? ? , 0 V C G) `~-a ro t a y L y ro ° Via) a. ° ro y E O cEmE c C . ° U U c a c W N f6 y U N_ O N N Cl) y w U y U W i w c U O in C U O J O 'O y a •:3 ? E E " O u vi 0 E a) CL E2 O O c L a) Ua y 3 v- c ro y _0 ro LO U . C ° c ro ) U d m 4) 0 w O W U° a) C N m :) Ul N N N c ( N y ro - N o 0 E N roC E L 0 c m? > ro Q y N C)) d) rn O U N N C . o) c +. ro O C y vi C C C 5 C U Y O _ ro E j N > y E c cOi) N CL 0> a O C ro y N 0 4) d . N C ° O z _ ` ° ° ro i m L° 2 a. ro a) o° aN x o N n co ' a) o a c ? n F- a U? z O Q N U a O u U rn a U) * y y L S- o , CD 0 E O W T N j* Fu Q m c .c Q) N U c m W? 0 N U W 0 U w c w ? y N° O'a) in c N a) ti >, 0 E LL ?o y ro 16 a (n 2 0 ro CL (? - a) ' o ca rn Ja n y cn c c cna . .- ¢ ? _ 0 Ua E RL WC L c ii0 -0 ? _ii co C) >- O F- W L) W 0 Z W Z z Z a v Z OO Lw M B KHIBIT H 39 of 54 504S Z a 0 o V O . U a co Y 0 E 0 a . U cfA- > O O O N C7U! z O ( N R f0 T W w a Ln w m p o 0 H " a Cu U) a m N ul z a ` o o JOR o w N N w ? o iu w C E N U ? Lo vJ E LL- 0 W . W r- E ' - E U 22 _ W N 0 } O)w Z U to W W 0 00 3: L) EXHIBIT H oyc +v v. w 85A-46 EXHIBIT I V Z W Q Z J Z Z Z QZ J CL z Q LL J m [ p co Q O w z 1: ¢ Q Q m ¢ Q Q ¢ Q Q ¢ ¢ ¢ ¢ ¢ ¢ ¢ N a . a s w w = 0,, a CL a w a a a co a am co a a° a w O . . V U U Cl) M U) O Y O O CD v r q co O S O O O It O ~ r I7 I.1a R fQ O ?O• C M U 0 0 U 7 ? 0. C 00 V U CD p c N c N c N c N c N c aJ c (D c a) h c R y c C ?j c c `o c F p m c c c c c c c c R c M to c r ? c c c i s lu w d w R R € R R € R R R € R N > R a) >- N } R F R E y R R R f o ` ° R € a ° `'' "' <" ° w u w a s a a ri a 0.. a a a a CL L a o a s o w Q a 0 Q Q 47 R R O R O R O M O R O R Q R O C: ca O c a ? R _ R _ R O > > p " R ( ) S C R f0 R R R Ill R N N O R N N L U R' G C a m a > ° O n o n O O. O O. O CL o 2 o CL € a o o n E ° > ° M ¢ Q Q W Q Q Q Q Q Q 06 a- Q Q a a ¢ Q (D CL Q CL c U °?' ° o m r U O rn c m r N 'Q rn G .y C ? = y C a v C n R n O L R A C E y y N CM O w O M E > .2 y C O_ al N n C ° m a) tV a c U N O E CD c cQ a ? m Q ° 2 n E C N .C m G O R N G v 0 O C tm d = a G N ` 0 O lr O O N ° y O C R •0 O) V .c C d y E C a Q/ y p U y c C ED 7 Q R y y C 0 O G. a R O R C g y O E p y O n O 0 c r- 7 C O t 2 }.' L 'c N - . N c a N "a W m M- 0 C° 2 Q7 8 y E 02 y E Q O U N f ' 0 C y C P 0« 0 c ° W U Z2 0 ? U o C Q . N E- c o CL o 75 ? 7: ° .o c d Y E ? R Lu C) c _ V QR v • c 'y yR am y w a a 4 R a 0 m o U E 0 n v Q E E r- Q c 'V y c?a> y> U E y R b .C d cca c o O M aE v Ec m m C c. m c `? R ?E C rn m N o 0 N Q 2 41 n N a •G o f y C C n d R n « O C N •y `° y ° c to C .0 ' C Q7 y E rt'I a ? Q al '.°-.• y o1 C R y U G 0 E 0 R 2 R O ° o O o E o C R R E a w O R O C 0 c R o ° y E O a y R a R c C R a y ?' W ??pp U ° E C R . Q1 rn Q1 C C "- R O C .O y 06 C C ' O C O d 7 R D_ y .y 0 y c O° O w r .L o 0 C o w E „' E Q? n O - •S? R V N N U O . CL N tm C N ?i y C, R N "°' U C ' Ln R 4) C O R y > w O_ y •(U p N ++ C7 C O O E p« y O tI pp U d . ° .'G M 'a T C N R f?. N ? C C C a E O O. E a n 0 a R R a !E N m N 1= ° O. N c ° Gl 7 Q N ?S 7 41 E C7 n 7 a 2 N L R U O C R _ E . C C U 7 C ¢ L y U a O pp U R Cl O p U$ G O R U E Q n ¢ O - n d $ X 3 X N a N p g d O ' " " y 2 C 3 ` y C c F U) W U) R K c LL 4 a J N Q CL Q F ; r O Q7 y C d a o? o a d ° I° v € E o c p ? E y o R ° [x R o z c o N c R E ? a - ° O w a Z z ° U Jy n a m 0 _ ? c a c y c c In a J ? ? V w w H a'i - a? o a y R is m E R R E G d A w R c ° ¢ x Q 05 2 CD R m E ¢ Iv n Q n O n ° ° W € a d Z N C `o C) r R N? Q Q V y o R m a o m m J 7 C Q C O_ LL c 0 p ? 0. aa)i R V D J J W W U) D w Q Z O o W U Z U U w ¢ a zz w LLJ U a U C7 d Q D Q ¢ Q 55A49 Page 41 of 54 EXHIBIT I z M ¢ a a ¢ ¢ a ¢ ¢ a ¢ ¢ ¢ a ¢ ¢ a a a a a C13 m m m m co m m m m co m m m m m m m m m F- 0. CL a a o_ 0. 0. a. a a a 0. a a 0. 0. a a a 0. v (nO 0 WO 0 wO o wO O (nO 0 (n 0 (nS 0 (n 6 (nO o 4) + 0 + + + C + rn ? m ca = v ca = It ad = v v o6 = V .6 = It 06 = a ca = a 9 :r: It mtl = v o _ C ._ C C C Oc Y 0) O lCM rnO i00 rnO NM 0) O O Ncl) OO i0m 0?0 is ll) 07O i0M O O f0? OfO ii C.) Ma m m 0 m m O O 7 m 0 W m a) O? 7 m m O 7 C7 CD o `? R o rna ?o C, o rn? aCi 0 ao ? rn o rn? o ?v 0 U °C7 °C 9 °CO CD C °CD w ' U A M U L M IO Ill IO In U 6 U U ?••? U lL LO C?00 W) U' co IO 00 LO (7 0 O U` m Uw t?w O co O C7 W 0W U' W C7w C7W U O r U O U O .-- U O U O r U O r U D U U U U U U p C y C N C d C d C d C Ol C d C N c N G d C of C O G al C m c GI C O F O z c m m d y c m C m c m c m c m c ro c ro c m 2 w m W c m € 2 w c m € C m € c m € c m € c ro € c m € w € € € € € € € w° a (' a d a a a s a Q. w m " a a a a (D 0 a a a o! J J 67 N N 61 N d N y d N :: .O+ 01 N N N d .0. m m m m m m m m m m ro ro m C m m m m ro O p m d? y y m a) m m m m m m m m m H V a' > o - O d ° 9 > 0 a; d D , E e 0 O m n > o > 0 > 0 > 0 > 0 > 0 > ° > o > 0 W Q CL N a E -` d) d n O n O $ $ n $ ° L d d d n 0. CL n n d v~i ¢ ° ¢ ¢ ¢ a: Q ¢ ¢ ¢ ¢ ¢ ¢ d ¢ d ¢ ¢ Z) m r_ H N •_ N L E c ro 3 m ° N a Q 0 N U N C m c m ° a w m ° a t 0. Q n ? N CL '0 V o 0-0 E m -0 AM C O O O C m .r N O y C C N ro .C c _ e. N 3 ro H C1 N O W c I ° c N c 4) co `o E ° d :cm o E z d o a U d ti •C N It O yy N 'c E d x i E O V p O F C C O 0. m H o w d C m U C z d a i d "' N 3 d N 7 O n 2 > `o m o N C w E c c c = S C c ` 61 ro d m N p N t ._ '- CL U w V c (°? d m 'c o ?' U o E 3 E m a? c °' • ti • ro c c c m $ o D ° r CL °E O No .? v 0 E E w O c ° ° ° ? n d t Em • N 0. « 0) Ti m c io d ° ° E ° $ a H CO ar m cn .0 E 4) ° c m c mm v) yy L N O d 1 C oI a d t v d'a N 5 C a? > r m . d C N c !0 7 :° iJ m SN N o o Q I? E E C N ? C, U ca S C . . N N .?. 7 w Ia . ro O O N j 'n °' C O N L G n d y N m$ .? Ql m C y C O' N O C to (n m 0 p?t - C ;(? 0 C 0 (? w c N O O O °' N -E N 7 z' c LLJ Q C pl C m O E "E CL CL C, , 13 0 V 0 E - C . •N 2 m CL E d c1 C U N O N 40 0 •p ? a) O « m C N CD 2 0 N m -O d m d C 0 O z - _ ?• 'D 0 O $ d 'a I O N -. V LA N E t d :.+ O - 0 (U d N O BOA L z Q7 O E G 7 m ° 'C O /6 i>O O ° m I U (n 2 v m ? a ? m I-- ¢ ¢ w a ro 0. V3 a m ? E CL 5 d .E L m $ a? S m C m N o N c ? Ida c o 0 o E $ ° `rg n d c m w p tn C) yL o a ?N Ino $ a g0 y Cc x mr of E O a and E E v 0. 1 m ' a C E° O C C n H 0. Un W C n d rn C Q U L) w w E m o CL O U c ? c E 5 I o C to m cm m E s $ N E 0. C o a' w o In W c cm m co o W-- CL o m CL ` > E c E o L) 0 C C o C 0 'a M m Mn CL Q N i J J U W Z Z (!J d :3 y Z 4 p 0y w Q ¢ r 1- z ¢ w O o U w it y U z V W U r C ~ O J LU I.- V U u 7 U d ( > t7 a U z W Page 42 of 54 8s1%-60 EXHIBIT I Z a O a a a a a a a s a a a a a a a s a a a a a N m d co a m o. m a m d m d co o_ co d co d co a m d m d co a m d m d m d m d m d m a m CL co d + c + c + c W + c (n o OYC rn ° M ° zv 00 0) 7 v° (D 0) 7 no m = 00 o° oa U U U a U cc Q p a LO 0 0 O ? U U U U C7 °' w 0 p F Q N C al C c C_ al C a) C 12 a) a) N a) a) y y ` y al d y Z la a1 m a7 m a) m w O N C as C w C to C m G mN A y M y m N m Qj N N y V- M C M cc y w € C € >- >- >- € € € € } ? } } } € € >- LU d d d d d N N N 0 d 4) d d a N N N N N N w a M W H a) R a1 ca G: N N N i y N N i d m y R 6? N N N N + N y y «? O N d p Q ? ? M ? a d 0 ?a q m ? v ? ? m ? m ? m ? m ° i a 0 m 0 p p ° to ? is ° W K O O O E td y w e O O a M o N ° a Q Q- 0- qa R 06 O_ CL 7 0 O U 3 0 n 0- L f1 R CL 7 N t 7 N w 7 (a 7 m J co y O O O m O O. Q Q Q Q Mb D Q Q ? Q N N U U g h y M ?' d) zz C O W V A C r c ° a G W- E Q d • E CL L C (D y G O C. 0 N N O CD a O CL .0 y O. O y m N m O • a O w O C - -° O Y s c' N y ` o O) c c O a * ` o d a1 y y t `'o G G E Q 0 c _ E co W y 'U ? E ` O O .O N C 0 m o 2 °; o N o rn c Z a aai W m E 0 2i p K> a v o-0 c ? > rn c c a ° a ro `o c m > Gl y E' c a) m E o y w p o F IM G C C a? c O O O y W N >` c - ca t'i m C C a b O y ._ '? 4M a1 as v w rn O. p a ca a) d fa > •07 n a7 L IC6 c a c uCi o m a? C c 'fl y y 'O G ° > N c a7 W V 41 m 06 - ° a' y t v n c c a? m a) y h E w m O 40 -C a = E °v o N L o y .0 y d > D m y- v m as 5, o vi o a ? yy - o '? u? n o y ° o $ c Q O C N c°;?° E m p i1 C C d C t O 7 ° C U C ?`a .6 Rf ° O U O o 03- amEo ° o $eo E o c rcvo, Z5 O as c ? v _ m E E `7 C y a d o O ° C G O ¢ a N C O .°.• U C G W N W - al L ? C •O L ' ? U `O y c O C y E y ;N a) n7 U C N E >+ C a7 d m 0 O a C a7 C d -a C C - .+ . `? E N O C 0?1 O d W 4E O " U a U C Q E_ .V w m r y C C T LL 70 G O .? O. y al y > a) f L U c m y a) y ? O y C y N" C G g N 0 C O C O = 2 ,Q "a y ,C 7 ` is f0 y lC b '> .o y c'oo? Ol G! c L m p aT {= O E C me 0 y C c• nl v> :a o C M E o a y ? o N d z m ` m a a c y p o m o t 0 o E c N 06 o m y a c •T N 0 d o? QW :3 LL- LL Z's 0! U -1 a•o ?Ua 8 U m L L W ? x Z (L m p C C G O C o O1 C E E E y c C C O `° O C _ G w 'N N y CD M C n C ._ 0) ay M C O ' C O C ?' U p N W O d V ay p° U % C la C o a c d G ° ? E N ? lO ° C O E D o .? 2 O v N c E a7 o : V 0 w ° N a LL a o ? ?'7 a 0 ? ny c t - > a O E O E ? -O y ... O l ? .Q0) ? O o a > c?? C . W V! 0 m c _ m F- (? C) U a IM y o O o . y C ?F V; E W is G - o y (? ° E y ?' • m 0) C C y yy U , N O W E Li Z Z a o o ao Z a a) i ° o Z y o I L > d N a U U n co ID M w c/) LL 00 w U } < c U ? 'CH ZZ Q Z O 0 of U Q co g Z W - O= , ° O H V W H LZU O [nJ d Z W ZLL F- Z a O C7 U LL) Q 2 W v ? a U>? ZI.? O 2 O W W >G i - ?0cn ? D: 4 z ° Ua O z Q < w0 °Z LL W D U z Page 43 of 54 65.49 EXHIBIT I Z a O Q 4 Q Q Q 0 Q < < N a a 0 (L L a a s V Y CD OC rn CD U K C7 Z O N ? c C `c C o y 0 1 C C C F O Z C O p c y a3 N a7 N O f9 t6 w a .? 'y o Lo 0 CL 4) O. a € ,(> Q. € 0 CL Q J w a) a: m a m d m a o m n o n o 0 0 () ° > > s a o ;? a a I? e d N N N N n n n N Q j Q Q O N O V N a) N co C R E d) gvN c g ? O a? -0 C_ ? CL d U t d o ' ? N C w Z O 40)- e Z. a to vi i a cc 2 a° o D a p y m m M E y v, a m W CL v a p 'c E r ° CD = C ui W CL o o > 0 ? -0 c m c G d v N y m N o, s r ? N •? d N cS •! r o G N - ' Q N C C O O O O o m ? m U o . o a ny d O •co 0 O a n n O d U) CD p N NN U V w y aJ t N cii V Q t a) (U CA i ?p cr) U N - VTJ a ti f0 W LL d c G of O N p y m a C C ML -0 W ui N N d 4 N D LL h •p U M U y 'C o 2 U) Q' co a o o CD w d > QQ C) W F^ W U W Q Q. tY V a a Q W Page 44 of 54 55AM5Q EXHIBIT J Z W F- Q LU 0 V J CL Z N Q O Q Q Q Q Q c N c V O c 0 EFE O c U _ 0 c V _ O c U _ O a) Q cC ?' Q IC G Q O Q O `? Q f4 v O . ` > L > O L > 0 L > O L > O L > u' a u a a a ? ~° ~? ~° if, ~° ? a U ? c c c c c N Y O rn O rn O CO O m O CO O w O rn O 0) O rn O rn O rn c5 m O O O O O O O O o O O O a v M v M IT CO v M v M IT M v M v co v M v M v M M W U U U U U U U U U U U U p? 0 0 C? C7 0 C7 CD 0 O ? C7 U O N N L N L N ? N L N 4 N L N L N L N N N P O Z C L L L W W a a LO Ln Ln LO Ln M N N N N N c O r_ O C O c O C O 0 U la- w Q c?C v O N v v? 41 N 'o rn (1) 'C a? N N o a) +? ca O .?- a) O N O .? a) O (D c to U) W o k N N N a? N N (D O c .? O C .5g ° c .? _ O c O a °: • V co a N Q 0 n ? E a) a c E 0 G. > E O L]. > E U o cu c m Q N d) m c N Q a> w c0 c m o a) cc G m n° N •? O O ? n - o - o - o S o S o o ? WO O WO O a) ? ? a) O o ¢ U U U U U Q Q Q " w m c_a c?a ? m as ? Q c `? L U j ? O c o C ° D c o L C °m a C o L C 0"4) ?. C 0 4) O V > -v > > °a O z O C > N N G N -p O O Q. O O Q O O CL > O O Q N o ? c cp p m o ` o IL O ? N t m M m U Q cn c -v ° ° ? Oi 4.. o U v V U W c p o C W N ;a ? - L m O c C o 2 Q N 07 N d U o ?m a o rn V (D CD mr (D c ar a) O N c o O o _ 0 Y 0 o 0 2 N N O N° v? -y c O U O co N O N N N N a L- N ? m ? w ( 3 ? co _ 0 W a) (n Q O 0 0 0 O O O ca a cB : cQ cC cV O O c C ° c C U L ._m O ? O O O O O 'O L N O O M c ?U O Ql > N U > N () ?+ N a) N N O N N N a) cg V N V tC U c0 o • - c0 d ' C =Q? Sv c c d c c d o Q? Q c Qv = Qa C Q-v d O N 0 O O cn CD N u) ? "a 0 0 40 'O 41 N aa) N C a) O E fIS O Y 7 C` W O- N .N E E 0 O ? a) N O N O N? V a > E C O a) O U O U H 6 U W w cu a) Q v := L) O 0 C) ? O Z > U c c x 0: N z? w¢ cQ ?•? Y ? m > a> ° mZ I- O w U) > Z N d U) J Z o C/) ? H O m O cn Ir . ? U ?Q¢ ?F- z 0 - U Z ~ c c ¢ J Q w Q w U W d U 451%al l Page 45 of 54 EXHIBIT J z Q p L N C C C O C= C C t? = O N= c O O W O Q Q N 8. C O .N C .? O m C .? O .N M J C O 4) +' cu J N ro V p? 0 o ; LM V N X0 ° > ? E2 o o >? ? 0 ?o . cn o L a a a a W - ; ; ca Y to 0 Q a Q O O O Q O O O O O o v M N ) 1: W o M O 0 to to a> M M O a It ? ? r M v M 00CD O V V M ? M d' M v M It M It M v M IT M It M U r W Ur]UU U (AN? U U U U U U U U U ? rL ? w C? C7 C7 ? C1 C7 U C7 U` U' C7 C7 C7 z ,. O p N L N L N L N L N L N L N L N L N L N L N L r 0 z a1 N N O N Q) O N N O O N N W W } ?- ?- ?- ?- ?- ?- a W NO N LO M LO LO N LO N N N M N ? 11 C CO ,_, C Q +, C 0- C O O +. O (D = C tV ( CU Z C ) C V1 W O N C tD O E C O E c 4) E c 2 _ c N w- O N c0 c ? E c ..- O O p Q O a OL C a = O = C O 0 E O .-. O n O • - N C °1 0 N .. a p O U E W °' E a E E a E E - to ? E ro-a a E ? to W wC) p ?W HW )W ro O a ? ? a E tD O m U oc I ? cn? ? a N N E Y w N aD O vi to E _ ca (D I- CD z w a -°? o N _ E o O N ++ Q E w= cu O E a) U a. O CL n Q y U U w O a 0 0 p (! 3 E N N= E ; U N y c E C N tv = O v E O 3: 3 Q a m y W N U= O y C O O tU = - 2 cm 4) c Y N N L = V tU O N c N (n '2 _ 0 p ? = o 0 O O U o C C a L = to _ C O N o cu M M O E U a L as N O ca ? N O Y p f6 E . m O ,? O N tU = E w ro O c V O t N U CO E E N .0 C ° W C N N V C = C ' V 10 0 M N > t O 9 i N a c ? a U to ~ C N vi = n N o° a) w 't7 ) r- Q o o U o ? N 0 . a? w tLC E 0 C a rn v c N' i M ° ' ° (D E J J ' a - z O o N -0 L c n W ' a In L U U V U C L (D T " n c w W o a) E W E Y E N E E h E a? °W 'a E z Y WJ 8 =z tB oz m 3z M z v a15 15 z E ? y Z m N ? 0 N M m a- f = m co CL U J U z U U. O U (!) co w W (Y > ~ ZO?'Sj O W(A W j W JW Q HU) O NJ U= lnW5 O? ?0 LZ LW- ? zz zO? ?fY QFO W U? 0wm gw j ZU Z zUw U- w ?zw O c/)tAC/) WCC w a ti ?cn ?? U ? W ? U Page 46 of 54 GGIRM54 EXHIBIT J Q = v - - - v - -o° N c 'ao c co N C -o ° N O a o N c -2 0 0 m LL m LL m IL m LL m LL m IL m IL ca LL y L pp N U '> C w m > . O U) U '5 o N 03 . O to 5 U ' U) D 0 c -m m m E cl ?° . ~o ?o of . ?o U o U) Y a C) O 0) O 0) O Q) O rn a m O rn O rn a rn 0 03 O 0) CD rn m o a a o O O 0 0 0 0 O a rn a v M Nt Cl) w M M It M It M It M It M v M v M It M It M ti W U U U U U U U U U U U U a OC 0 C7 (? C7 C? (? C7 C7 C7 C7 C'} C'} on N L N L N L N L N L N L N L E N L N L N L N L _ z ro a) cc a) m () m a) m a) m () cu a) m a) m a) m a) m ° cu a) c m c m W W } } } } } } } } } } } E E IL W w N N N N M N N N N N N N a a Q ? 0) .." C4 •C O a1 N a) L ?-? U O J E E a O J L ?- a O J Q. Q) Cb O ?, y c O- N 72 O CL O CL U) LU ~ CL C O O ¢ O J O p . + O O a) G O O af a) c ° O O .? v. a) CD C p Q N L- 0 (ID w cu cu m H O O O N c a) o - w N _ z rn o v; ? n 8 OL o 0) N E E O m a) m m ?' N N n c? CL ° -o CD c (D Lo m N E O E 4 m m Q N :3 L U ui N w a) U M O N c axi s c -o O E Z Y :° L °: U M C o O 4 N w a) ° >' o o N ? ° E p o ° E ° m m 3 Q 0 v :c c m m 0 0) E v- ° ? C N 75 Q c d vi C N E C a3 a o Q. V ? Q C c w 7 V) ?` ro o m °' O CL L > °: a) ( m N o N O c m d ° U o w C c OA c N , ••-- y 8 0 a c N a L 3 L N o U E (D N a C N Q .- fl. o c E N Q1 . L ro E L O N N C N c N O m T >. Y 0 - a) U? o LO ` ? ° a) O a) .? m ? m ° O m ?. (n N D tm cn N ' O U U 0 -° a C w a ULa-) c c N O J t ? ' c 0 ° ' ?:% a) 0) L O` 'O a) c N N N C C ° W 0 0 iv N m a) Nc`?-0 aa° N ? N 0 U g •+ M '0 75 EE ?E E ? c ?o J o? ro m a vvE ` = °'4'm0 ?- .?0 ?y N m a) or Z Q a i CE ? Z, Z, O m a) w ? 4) x - E 2 c d m u) ? U m m ?N oU u ) m O Q r ? L _ c c - > z m Q cn U) U) w c/) F- Qo f-F- w z z W ¢c~ i)0 z0 ( ) w0 CL 0 O O ? w Zw . -?LU CL 0LU x w w cl (L CL Q a Page 47 of 54 641A-5$ EXHIBIT J a N C ' C C C Q) C C O C C N C N C ' m° p N O C O C tm c Q O ? O N C O o ? a a is C O N .v a? m C p o N a O o N a O o u? ?? .? C O 'c 'u, C 0 'c '0 3 m C CO c ;u, a) 2 . E 5; 6 ?S _2 CL O HO O a° c N H? ?-° Y }-° V a) O rn Q O O rn O M O C) O O 0 O O rn O CD O rn O rn O O O rn O O O O O a O O C) Q O O O O Q o (D IT v lqt at v ; M M M M M M M M M M M M c W U U U U U U U U U U U U U 0 Q) C7 O D N N N L N N L N N 12 N C CD N N N N r O Z m m m a) - m N m N m N m a> m N m m m w C m (a d) m o m N m a) W } } } ? ? } >- >- E w a N M co LA N U) o T N N a) Lo LO LO Ln a a O O O c (D c m ° ° a a) E C a? c o (a ° a? m ° ai m ° N w ai N - m a? (D c m ?. a) C C c (n N G P. 0 w a c U m cn O m = o O 0 O ° . +m. E 0 0 O 4> a a) o a) +N+ C C m C () C) c"_a °? tj U °) c E o a E E E m N C O 0 CC CL m a O No E CL o E E c d 0) U (Y f0 /1 U m c}n 0 a N L CL a .2 o m o a? c EF a 0 a) W vi CF) x C ro c D o? °o °'`•' C G a? E a? •' m a) C? m '' n cn O 'a C C cn p 4-- O c c !E N m O V a) E O C > N E N c N o v O N O m U a N o Q ° w C A ?. O c A p C O co «. N o C m a O N v i ?N C 4 n E C E d m E S .2 N M c °Jro Q.r ?' O ? o CL x m U) Q m Q E • E c o N E o o E E m (D ° E 4) x t °'C o :°. ? o o 5 v E m E o = E d- U a) I C m 5 v U) N LL 0,0 fn U) a) H (n ,l 0 (U `m co U m co o ° 2N °N a) m ?' m a? c m O- a -0 c L a)m .m o c a) m c a)m - C w C M F'(D Z N N ?N (L) j? c y m N oE 'E 'm oE ' 'co`' E E U? o ° m a? cu (D N C m a c a'ro nm - o m ° wN m tf o U} n. ? Ur U} (n U) a0 E 2 0 EZ F - 8 EZ ,(L) cn m , m m m U 'L U 7+ N ° W !Y w M (D of W a Y D U o0 ? CD (t) U) C) 0 v LU Ucn 0 CL W = w pU) Q LL J Qg Q U F- ?-w tY p Z° rY ? 0 - U) (D w ? ? d > O w ? jCLL 0 ¢¢ fn W } a. U W aw W F--? U) m =? ? a Cn Page 48 of 54 URims's EXHIBIT J Q Q1 C ? ? c C N C O N i!3 C Q C O -5 c 0 -0 O 'R O ? 0 S -20 0 :in cC ILL c .N 5; d 0 N . G3 R a ;o) 6 O ?O U fY0 U N a o 0 0 0 0 CO CO C) o o ° ° ° ° ° Q M v M v M v M v M v M v M v M 1L 0 0 C7 C? C7 C7 C? U Z .. O p i a) N N N ` Z (D (D (D W E } } W d LO N N N N N N N W c G a tj ° m E 0 Q. 0 0 0 O p a) L- o a? ?w a) -M a) o CID w a p D m O (D o c 0 c Z m Q O c a) N 3 a? n a N IL U C Q 00 y - N a) CD Q V o co -0 E D c 5 m a W c c 0 v c p c 2) a C Y p 0 L N _ c 0 O 3 O C F- E U Y ro w ° c c n > 3 (' a ° 0 0 0 3 0 m x y 'O -v n a c W 0 a) U) 4) a a) W w 4) of CD N U N ? 'O -0 fA c ..? O n (p O Q W U (D CL 0 N _p m e V LU (D w (D 2 cm .S ?U _0 0 G d1 O J 0 c :3 L w N C? 0 F- c6 - ?' H m Q a) 0 CU U) v of N O O U' w to F- G Z Z 0 L Q z w V z0 - U) J w ° goa w w U) a U z Y i N jr w tea! w w Q ?j0 w Of > z r- Page 49 of 54 61SAMN EXHIBIT K L W Q Y O J A_ a. Q O 41 N C O d N •C C p1 O C N N N N N d - N d - C 01 O C N Ol C L77 C N N Q7 C Q3 C a1 C C m y ?' tef C EL .m~. a 'C 47 Li.. LL :L U- 2L LL t 'C w 2 LL C •C tm C CD ( d LL C 'C 01 0 C 'C _M C: 'C Cn 41 d C 'C Ql CD d O H - d C C C¢ d .'- . d C C C¢ d r?i C7 y C m m m `+ d N c m N d C N d o ' N d d C ' N d o ' N d C V1 y C (n C O E D d C O E U 41 C c c C . C C c ? cm p C1 c rn ? Cf p p Q7 c ? rn c W U a w U a O C 01 d d d O c d c c N c c () ¢ LL ¢ LL U w U U U U U W U W w U W W W W O CD O M O C3) O M CD C) O 0) Q CD b CD O ? O C 7 M C? W U U C7 C7 U CD C7 0 C) N c 4 ° a N N «. ?. .- .. ` Ln N .. F- Q y C Cu G d C d C a r- d o C 41 C d C d C d i m m m N d C Z a, o m m m . c m a1 A d >1 d >+ m m m m d m m m (L) i m >1 m LU W 0. O Y t a l a u1 to u7 d) 4) a LO L (L) CZ O N X a_ ( U) CL a. ( CL 0- O W Q a d 0 0 d ' U > ? a C O) C M C Q1 on '? cc m m E 2 i N ? w m N ? N f6 C O C (D O Y C O j C O ? ? ? c O p CL d d O a d C Q p - m c Q - f0 O y y y d d W N O Q 7 O a p O Q LL •` d N C Q. C Q. Z CL d co d fU :% d m w n ¢ ro m c LL U E U E w c'n w E m = o 0 o Q ° w U v v ° v 0 U U w ¢ N r c C U `d ? ci c Z a d d a O E CD Q c?v c N C ` a 2 .. N O CL C U C O m e N v E U i `° c U y S d E a U a E . d m A v o ° v y n 2 m co N E m = 2 Cr ' p m - . L y m E v i d E o a E p 3 -j m :E 0 Z6 ?• N d C a1 L) c o > CL C z c " N 0 ? c o o v o 06 '°o •o d ui 3 Q `y a 0 U C (D > O C C d o 3 ! (C m C °" N N ro 8 m -a O (D -• y a1 o ? C o 0 0 0 a , c i d W d C N Z N U 7 w (n d0 4) 'D c N Q y N 0) N m U c 0 O C in t U N d •O .. E U E c d vi N vi d V C t ?? y U 7 m N d w_w w V J a E ¢ d LL E a_ O U N > O z E a d ? 01 ?? CL (08 UO p1 ¢ 3 m sE W - to ui E o w 0.2 ~w V) O .S = 0 w N Cf N ck: d 0 '? U T m N C N •c ( ) C 2 y N N V 0 s m . o W W W = a a a 3 ¢ m C3 a N N !E U :2 m 0 LL CD LL d _ L 1 .?. 2 N N F- 41 m m N N ?'' d CL N I- c c N f0 C df O J = CL lCC E p LL m C ° 2 CL P6 O C y , y Y m M U N U = d y m A ? a1 a ' W N 2 0 'O y y 'O 2 ? m p o d G N N a Q N cn cn Q) m v o a a n`. m U (L W U) U a ¢ ¢ LL o c c L.1 . cc O w O U uu y- 'c 2 2 d H .5 N N d .E OWC vU Uw °w V ¢ Page 50 of 54 461%zle EXHIBIT K Z Q a) C N C Os O C C 0) O C C rn C C cn 0) C N 4) N 0 C 0) N C c 0) 0 0 C C C 0) C C 0) C C m c o) C N E E 0 E 'c E 'r- E a E 'L E 0 E 'y N E 'y O E '? O C E '? 0 C E '? 4) C E 'y i? c n o c a 2 c n o c a o c m To CL oc d o c ro O o °? c a o ?' c ? 'D c C °p « c n ° ° c a °? ° c . d) CD , ? 07 w c 0 '- 0 .5) 0 .5, 0 F C C 0 '? N.& '& 0 •& _ 0 - d7 - - 0 'F 0 ' C ? C L1) 0 y C w C w y C LU y C UJ 0 0 0 C w y a C y C w 0 C w C y C N C y V U O ? ? 0 U U ? 0 W OW O ? Ow ?w ?W U Y T m o m 0 C> m CD 0) rn 0 0 W 00) ?o{ M o M d It M 0 I m p m o M a} M o a M o M 0 m 0 0 W U U U U U U U U U U U U U ? C9 t7 O C7 i7 (9 O C7 C7 C? C7 C7 C7 o _ 00 F O N V c N ` N ` CC) = N N -0 = (/! c 4 N" -- r- + t5 o N m C c C 0 z m > m c o i c a > a 0 m 0) w 4) `? a m c 12 _ . m ° 0) m c m c m w . N (D U) M (D U) to 0 = >, U N -r d O. r I € € W , d d d O E N d 41 d G) d a uj ?U M U N CD 0 m ` N W 0 m ? E 0 0 0 _N C p O c E y N 3 a 4 p °- o v) 0 a a y a o m c? n a m Z w a E ° y E c p a m « :: « Q Q i o y y> Q - a . y V w w o v o n o ?O o « CL o d x 0 Q? o .r U y a wo a z m ° O O .. c N > 2 N cn c ~ O F c ° a , a «. m c m o E v CL n r i_) x -a « m a? c c? a n c o a ° r F2 U , G E N w 0 U N E 0 0 O a d C liC N I- « C y N> E 0 N 0- C C VJ ° m W c Ll] € °? c m _ >+ a 4 ° N a M N E *- o ° a V U W- U y ° 0 CL a p y - N 0) C . O CL w N V > 'C ° V N w > m CT Q) E d) 0) 0) LL m C CD C N 5 Lij « M 4) m CA. (A "0 Y C C (a (D a V W Q d U a 0 a) r .. ° c m 7 N d Z m U C N 0 J E O O '? m O C? Q) 3 0 S o m E m t4 cm y 0 d N > N C p N m N ,?- ? l ?. O O) •y n o 0 E c o m `o c c? ?? o o 2 CD 4 n w CL Z (4 W O 0 w U a x ¢ cA a 2 U d 0 d m a o d w -5 U N N a i C o E N y.. LY_ N N y N 0 ° N w N E a m t5 0)) Q N CO ff a m •? c cn v v p a ? - y N U LL N N c O c=a a V 0 ` _ w 0 0 O V C m w a O. E a a -0 n N 0 O 4 C O n ? o mL E w w d w aNi w >1 A Ac •- m d O U E m ° c 0 c 0 7 O N O Q a H N (n n LO CL m O. 4 Ip i a En Q7 W w Q CL U O ? U Q a U (D CL 0 F Z 0 U) L) q OTC c aci c' O 00 c c •y N E c O_ ai 0 W y c ° c ? & (D rn °C Caj w o w Page 51 of 54 4601061 EXHIBIT K Q aciC acirn acirn ' r acr m a m m ' y v v a '0 2 -o '2 o v p E CL E E y E ii U- u. c m r m > m } m r m ? cc m m m 0 2 s a s A m p r r } j > c > C y c C N N a U U U U a ) W a ) w W 4) W N 0 U U U U U U p p p p U U U U Y ? g W Z ++ r cn to 0 0 O a) R L 0 G ac) N i 12 -0 '0 y y W W N p T t 6 € N N N d ?' N 0 T d y N d > m w d r N M tO u-) N N N N a>, E a> E + to to m W a 0. a O O U U Q a) N O y V 'p 'D w m - 4) m v •? - °? a) a) cm c 2 m m O is F- W is ? io ? 0 .- G t= m a) a) C ? G ? C m y p p m ? y a) 0 C p C 0 C O~ Ol a) t9 C d (D C fn 2) fn « O N .- N ? ? d y O O O p a _ cn n. C3 °c a) - m CL a « a) 0 a) (D 13 p , p a? a? CL a? CL c U m 0 m O E E m p m ? p z E E E W t1 ? U p U O U D O Q; O U p U p U p U xx j m C O y C y y y Ytl O Q m . ?C p ?? E L O E c (D Ad ? a) F y c n m m c E '4 a rn y CL d E G d) M d ?j ° d) E O _ ° L V CO y E a L j V ? O R C m ¢ y w «. FE G ?' m t, Q O y m 12 1 + C7 O C y m 4) w m a d d T ? O p C c O lY p C m U '0 ' '? N O D Y +y+ y U t z m `7 y 0 > 0 ) O U O O E O a) E co p y y w (1) N a) C m f? O 3 0) E m ? y L O C C " m > U O a) 0 m C 0) m c cm m m .O n'O^ C> m c o Q) ?e 0 0 CL a) Cr C 'U p O y a) y m y N m C m a - d m n a mn. o a) U? l - 0 o F- •m E p 2 S U ?O N rr p ? z 3::a C-/) 2' 3: a. y Q. c = E c C c ?c a m O i j Q A= '0 ro?i°3 o a 3c c c U y c v vi v o W y ?- v a mi to M o G VE ` c m y fW '2 t MO- O C y p v, m yV- a Q m N y ! e' ? 3 y U C p y C V h R 7M i p G 3 p H CD N t0 4 10/) ? Q C t/j y 'n '? C C C • O C C y C U ? y y Q W w . O l 9 y V I? .p+ O N y L ? 0_ N 3 m y N CL r- Q) c a) Qs C O O m p U O C C C 7 O N> 'O y N O N O. V i 0 T2 w d 7 'L u Q c' -e O m a) is c gy „ h om _ Q m 0 p m tT C y G L N y V l0 W O c d' Q Q C Vn/ G p .t .. N C C pp C O G •C U r m p, N C C .0 c W G b V I-E d ) y - 7 '- ?_ .,+ N N a) +?+ C y N Q CD a) > Q O CL ` • C m •? :O tp m Na a Y L m 'C a) ??„ O a) • m f- tr O UQ a'y•o 3 E >.m E; E y ? m a ? i,_ c9 U U ? O Q' a) c w te O E N C C 00 CD O Sc d W F- a' > rn ? c V UJJ Page 52 of 54 6601=6a EXHIBIT K Z Q a N ? rn c rn c c v1 c 03 c y c rn c rn c c rn a CA c rn c c a " 0 a •v v a "a -2 o a a a Q O L } _ • U ` EFE N •` U d •` U y •C U_ y •` _V d [y •` U N •C U _W •C U N C U _601 •C U _d •_ U 0 'C U_ N L 1 L L L L L L L } L } } f^ w roc ' c ro ' c c ' c ' c M,- ' c ' c '? c T 'm - c 'iT L c 'cm c ' y F- a1 H 8, - F- iT F-^ c rn H H rn 1- h H I- F- U U U U U U U U U U U m c C C c c 0 C c C_ C c c c U U v w w w w w v w w w w w w w Cl) M Y o 0 0 0 0 a o d g C M M M m 0 0 C) LL v O C9 C9 C7 C7 C7 0 L N z O a w N c a 03 N ?' m .. c c ) a) .. w + ». m .- m +- m N 0 0 c m `m 0 m 0 w N c ` a O m m 0 2 y +-' 0 m 0 6 i c m p m 12 m 6 i c m (D c m a c m ) a c m c m 1 m c m c to c to w r- Ln I,- Q CL o o 0 o a o Lf) Lt) o ° o o 6) CN CV 0 0 0 0 0 04 0 a Q W . 7 r d O r r + 61 r a d U. a a d a. a. a. J ..0.. 0 O 0 0 0 iE t6 0 0 +) 0 p p ?? 0 p °? i d Q Q iu p °? m c?mo a an R6 d 2 o m 4D m CO -0 m ) ca tu c o c o o Uc c m a c c o s a m a o p m p p a m a c O t p p p O p m a m Q 113 a w _ N o t .3 o •i - - c c c c Tfl o m N 0 N a - w °a io c io y r O Q C1 W 0 N c o d N c N c r0-. Q O O t?' n Q - N w in "N L cl, N N L V ° x o cA c y c o c c c X c c U y j U 0 U o w C) w Cy c Q c U w c O v) p ? ? N c z O O O a O y Q N y ? +r vNi _ ?4 8 3 c 8 U 5 p m Q d U C? ` i N 0 Q C ? '? = N p C a m •• c6 N V tl ?' C , .m.. y C m C (D p a O CL O = O •C N a _ y -M m U E `) y C: N mm M 0 3 0 d O U C w m ? 2 U CJ) fD ?' ? °1 LO Z^ m ? N ? a o a m H U C 0 0 04 a OpG v, a) n cc w o E > c v W 0 •? o c m o c m - Y O o 0 U m m Y ?' N N C" C C m 00 O N y N p? O N J m O C 0 V W ° m ) ( N C m L1 O w . O c= O c O a O CO ` 0 a . 3 W U N in > 0 N O 0 0 2 C . . C V a; .0 fE0 p N 0 . O } ia a) 9 '• C 'cd -5 N O t m T a C O O 0 N O - ai m > N -cc C O C O C 9; W 0) p :3 2 , o 7 . a c q cc 0) U) N 0 .2 0 4i C i- m E-? Jv O U m > d Q O cn 1 cn ci7 OU O w 5 C.. z N .- U O -1 a m - w m ? 1- i0 d L t 4) Q 0 _3 0 - 0 ? N N c ? U Z' W rn S 0 c W p c > N O o c m - ?c?pp t c N y O c y O = m 0 4 j `-' a ? y ? W O C M V O a C C N "" 'Z 0 ? N E N C > ?O p W O . a N m 3 p C 0 fn pp U m ? o m 0 0 0 0 N m m T m U N C t .0- C O A ; F (L F- O R C C CA O (7 m O ?' A .C i4 E E .. S c ?e () c c f 0 C ? 0 N C m ?- lL U m U = T1 F- J U m a « N O L L ? O N a ` a } m > c ( m C J y d U 6 ) ZA m -M € O 0 co c c c a ° V C? 0 w ? 0 fn = 2 `m W m` L ° L L m m ' 0 L 0 N m ? a a? an d m m d ?? m d m ¢ o a cn in . I in to ?= ?- m U I.: LL ii li C7 2 2 v5 ? t } O o C Ir O U V 00 F= W FW L H ?a F - U Page 53 of 54 60-41 EXHIBIT K ? to to to C.) U U V X ? L U Z 010 c c 4) Q) z ca (0 a) W 9L (D (D CV CL a N N WLU C3 I-- p V is C3 .4 C3 Q 0 CL co t y ? ~ ~ W Z O o a c ? o- r C N N W C/i U O O a O N :? ?' O V O V v c +r O C W o c C 1 1, O O ti C> O c X m J ffl J 7 N N W _ (Y ? d O Q O w (D U O U c C CL Fm N . t5 (D co ? 'U C N O O d N 77 3 ? D O.' U W m 3 ?Q U Page 54 of 54 41110imea EXHIBIT L z w a w U W N D V z z 0 Q W V W N a z a Q Q Q N ¢ a Q ? N w m m m cc a a a o. a a v Qw m o 0 0 U) Z ?7i o Q U U U U ? U W C9 z 0 p 0 c c ?+ c zR } H W a N N - N IM a z ( a o (0 ID p p ? 0 0 0 N to 4) (L) CL 2) Z W £ d = J_o a W Q a CL CL W ? ° 0 o U E ¢ z C .2 C O . N C O N ` 3 CO 0 d C •O t C L ? C O. m -NO 0 c U o 0 m 0 m U) on o 0 - c co ° ' ? _0 V m ° o C c c c c a i d o y LLJ y d o N C _ c? y w ? w •o v •o ? ? ? .E ? w c m 0 N o c a m L c a m m LL e y Q E N v, o ° 0_ U) 0 0 s € N a 0 C W E i O7 v 0 O a 0 a o 0? LL v W U- 0 ¢ c Q o M a z O } o Ir o 1= 0 ¢ o v w z W w Q a? L CO a ¢ w Asa-a% Page 55 of 55 HA=64