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FULL PACKET_2015-05-05
MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA APRIL 21, 2015 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:17 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor VINCENT F. SARMIENTO, Mayor Pro Tem ANGELICA AMEZCUA P. DAVID BENAVIDES (5:19 P.M.) ROMAN A. REYNA SAL TINAJERO (5:22 P.M.) COUNCILMEMBERS Absent: MICHELE MARTINEZ STAFF Present: DAVID CAVAZOS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council PUBLIC COMMENTS - None COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:17 p.m. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1. CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: David Stone v. City of Santa Ana, Orange County Superior Court Case No. 30- 2013- 00695626 CITY COUNCIL MINUTES 1 APRIL 21, 2015 1 0A -1 Johnny Hernandez v. City of Santa Ana, Workers' Compensation Appeals Board Case #ADJ9337063 Timothy Scovel v. City of Santa Ana, Workers' Compensation Appeals Board Case #ADJ9042296 2. PUBLIC EMPLOYEE APPOINTMENT AND EMPLOYMENT, pursuant to Section 54957(b)(1) of the Government Code: Title: Planning and Building Agency Executive Director CLOSED SESSION REPORT - See Item 19A for any reportable actions. ADJOURNED THE CLOSED SESSION MEETING AT 5:40 P.M. AND CONVENED TO THE REGULAR OPEN MEETING. CITY COUNCIL MINUTES 2 APRIL 21, 2015 1 0A -2 REGULAR OPEN MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:45 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor VINCENT F. SARMIENTO, Mayor Pro Tern ANGELICA AMEZCUA P. DAVID BENAVIDES ROMAN A. REYNA SAL TINAJERO PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS COUNCILMEMBERS Absent: MICHELE MARTINEZ STAFF Present: DAVID CAVAZOS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council GIL LOPEZ, ROMERO -CRUZ ELEMENTARY ERIC WAKELING, POLICE CHAPLAIN PROCLAMATION presented to Nam Vietnamese Eatery by MAYOR PULIDO recognizing Earth Day. CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER REYNA to the volleyball team from Calvary Christian School for winning the Division 2 Christian, Athletic League of Orange County volleyball championship. Coaches: Rachel Sawada, Cindy Tran; Planers: Mia Awerkamp, Danae Bosch, Belleau Emery, Olivia Keith, Zoe Le Blanc, Daelynn Lopez, Ava Maresh, Brennah Molsberry, Vivian Pittman, Mia Spears, Kate Schoubye, Hannah Van Essen, Grace Wakeling CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER TINAJERO to wrestlers from Santa Ana High School advancing to the Masters meet. CITY COUNCIL MINUTES 3 APRIL 21, 2015 1 0A -3 Coach: Scott Glabb; Players: Saul Bravo, Joey Daniel, Gil Gutierrez, Ricardo Navarrete, German Prudencio, Miguel Ramos CLOSED SESSION REPORT - See Agenda Item 19A for Closed Session Report. PUBLIC COMMENT See Agenda item 25G for comments. CONSENT CALENDAR MOTION: Approve staff recommendations on the following Consent Calendar items: Items 10A through 29A. • Mayor Pro Tern Sarmiento pulled Agenda Item 25A for separate discussion • Mayor Pulido abstained on Agenda 251, reported potential conflict of interest due to potential campaign contribution; • Excused absence of Councilmember Martinez from said meeting; and • Mayor Pulido pulled agenda Item 25G for public comments. MOTION: Tinajero SECOND: Benavides VOTE: AYES: Amezcua, Benavides, Pulido Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez (1) ADMINISTRATIVE MATTERS MINUTES Reyna, Sarmiento, 10A. MINUTES FROM THE REGULAR MEETING OF APRIL 7, 2015 {STRATEGIC PLAN NO. 5, 1) — Clerk of the Council Office MOTION: Approve Minutes. CITY COUNCIL MINUTES 4 APRIL 21, 2015 1 0A -4 BOARDS / COMMISSIONS / COMMITTEES 13A. COUNCIL COMMITTEES — AGENDA AND MINUTES - DEVELOPMENT & TRANSPORTATION, APRIL 2, 2015 {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Receive and file. 13B. NOMINATED BY COUNCILMEMBER BENAVIDES AS THE WARD 4 REPRESENTATIVE TO THE YOUTH COMMISSION (REGULAR MEMBER) FOR A FULL TERM EXPIRING DECEMBER 11, 2018 {STRATEGIC PLAN NO, 5, 1 } — Clerk of the Council MOTION: Appoint Edgar A. Morales (Ward 4 resident) to the Youth Commission (Regular Member) replaces C. Torres for a full term expiring December 11, 2018. 13C. NOMINATED BY COUNCILMEMBER BENAVIDES AS THE WARD 4 REPRESENTATIVE TO THE YOUTH COMMISSION (ALTERNATE MEMBER) FOR A FULL TERM EXPIRING DECEMBER 11, 2018 {STRATEGIC PLAN NO. 5, 1} — Clerk of the Council MOTION: Appoint Tabatha N. Reyes (Ward 6 resident) to the Youth Commission (Alternate Member) replaces C. Torres for a full term expiring December 11, 2018. MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — City Attorney's Office MOTION: Approved as follow by unanimous consent: 1. CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: David Stone v. City of Santa Ana, Orange County Superior Court Case No. 30- 2013 - 00695626; Settlement in the amount of $15,000. Johnny Hernandez v. City of Santa Ana, Workers' Compensation Appeals Board Case #ADJ9337063; Settlement in the amount of $54,280. Timothy Scovel v. City of Santa Ana, Workers' Compensation Appeals Board Case #ADJ9042296; Settlement in the amount of $93,662.50. CITY COUNCIL MINUTES 5 APRIL 21, 2015 1 0A -5 2. PUBLIC EMPLOYEE APPOINTMENT AND EMPLOYMENT, pursuant to Section 54957(b)(1) of the Government Code: Title: Planning and Building Agency Executive Director - Confirmed appointment of new Director. ,�BXCIlSB�.A>SiN CleCfcpfthe,Cunil (c MOTION: Excuse the absence of Councilmember Martinez from said meeting. MOTION: Sarmiento VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Tinajero Amezcua, Benavides, Sarmiento, Tinajero (6) None (0) None (0) Martinez (1) Pulido, Reyna, 19C. STRATEGIC PLAN MONTHLY REPORT FOR MARCH 2015 {STRATEGIC PLAN NO. 5, 1 } — City Manager's Office MOTION: Receive and file. 19D. QUARTERLY REPORT FOR HOUSING DIVISION PROJECTS AND ACTIVITIES JANUARY 2015 THROUGH MARCH 2015 (STRATEGIC PLAN NO. 5, 3) - Community Development Agency Community Redevelopment and Housing Commission approved the recommended action on April 8, 2015, by a unanimous vote. MOTION: Receive and file. 19E. CONSOLIDATED FIVE -YEAR PLAN AND ANNUAL ACTION PLAN {STRATEGIC PLAN NO. 5,1} - Community Development Agency Community Redevelopment and recommended action on March 25, absent). Housing Commission approved 2015 by a vote of 4 -0 (Sandoval CITY COUNCIL MINUTES 6 APRIL 21, 2015 1 0A -6 MOTION: Approve the 2015 -2016 Five -Year Consolidated Plan and Annual Plan and authorize the submittal to the U. S. Department of Housing and Urban Development. BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A. COOPERATIVE AGREEMENT WITH ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) FOR IMPLEMENTATION OF THE BRISTOL STREET TRAFFIC SIGNAL SYNCHRONIZATION PROJECT (PROJECT NO. 156829) AND AMENDMENT TO THE FY 2013/2014 CIP (NON- GENERAL FUND) - Public Works Agency MOTION: 1. AGMT NO. 2015 -053 - Authorize the City Manager and Clerk of the Council to execute a cooperative agreement with the Orange County Transportation Authority, subject to non - substantive changes approved by the City Manager and City Attorney, to implement the Bristol Street Corridor Traffic Synchronization project, and establish the City's share of the project matching funds to be $254,835. 2. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2015 -169 - Amend the Fiscal Year 2013/2014 Capital Improvement Program by rescinding an appropriation adjustment Measure M2 Competitive funding in the amount of $962,000 for the Main Street Corridor Traffic Signal Synchronization project and approve the reallocation of $250,000 in Measure M2 Local Fair Share funds from the Main Street Corridor Traffic Signal Synchronization project to the Bristol Street Corridor Traffic Synchronization project. 20B. SPEC NO. 14 -056 - REPLACE HVAC UNIT AT CORPORATE YARD - Public Works Agency MOTION: 1. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2015 -168 - Approve an appropriation adjustment transferring funds from the Public Works CITY COUNCIL MINUTES 7 APRIL 21, 2015 1 0A -7 Water Quality & Measurement, Sanitary Sewer Service, Roadway Cleaning accounts and from the Finance and Management Services Building Maintenance accounts to the City Yard Operations account, for the purpose of replacing an HVAC unit at the Corporate Yard Public Works Administration Building. 2. Award a contract to AP Construction Group for the replacement of a rooftop HVAC unit in an amount not to exceed $134,500, subject to non - substantive changes approved by the City Manager and City Attorney. SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A. SPEC. NO. 15 -018 - COUNCIL CHAMBER CAMERAS AND CONTROL ROOM UPGRADES {STRATEGIC PLAN NO. 1, 213; 2, 3C} (Parks, Recreation and Community Services Agency) - Finance & Management Services MOTION: Award a contract to California Media Solutions in an amount not to exceed $38,100, subject to non - substantive changes approved by the City Manager and City Attorney. 22B. SPEC. NO. 15 -029 - FST SAND AND GRAVEL FOR FILL SAND {STRATEGIC PLAN NO. 6, 11 - Finance & Management Services MOTION: Amend to the contract with FST Sand and Gravel Inc. for fill sand and gravel by $10,000 for an annual amount not to exceed $35,000. 22C. SPEC. NO. 15 -014 - CONTRACTS AWARD FOR CIVIC CENTER TREE PRUNING SERVICES {STRATEGIC PLAN NO. 6; 1 B) (Parks, Recreation and Community Services Agency) - Finance & Management Services MOTION: Award for a one -year period with provisions for three one - year renewals exercisable by the City Manager, in an annual aggregate amount not to exceed $78,000, subject to non - substantive changes approved by the City Manager and City Attorney, with the following vendors: Vendor: Location: George Salinas Tree Preservation Placentia Mariposa Landscapes, Inc. Irwindale Tree Pros, Inc. Chino CITY COUNCIL MINUTES 8 APRIL 21, 2015 1 0A -8 AGREEMENTS City Manager Cavazos provided briefing on process to evaluation number of crossing guards and noted that Public Safety Committee discussed program. MOTION: Authorize the City Manager and Clerk of the Council to execute a three -year agreement with All City Management Services Inc. (ACME), in an amount not to exceed $1,927,978 with an additional 15% contingency if needed, subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Sarmiento VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Amezcua Amezcua, Benavides, Sarmiento, Tinajero (6) None (0) None (0) Martinez (1) Pulido, Reyna, 25B. AGMT NO. 2015 -055 - COOPERATIVE AGREEMENT FOR SANTA ANA TRANSIT TERMINAL PUBLIC RESTROOMS {STRATEGIC PLAN NO. 5, 61 — City Manager's Office MOTION: Authorize the City Manager and the Clerk of the Council to execute an amendment (C -9 -0258) to the Cooperative Agreement between Orange County Transportation Authority, County of Orange and the City of Santa Ana, to provide reimbursement for custodial services at the Santa Ana Transit Terminal, retroactive to November 1, 2014 through October 31, 2015 in an amount not to exceed $36,568 and November 1, 2015 through October 31, 2016 in an amount not to exceed $38,724 per year each, for the County of Orange and the City of Santa Ana. 25C. AGMT NO. 2015 -056 - PROFESSIONAL ENGINEERING SERVICES FOR THE DESIGN AND IMPLEMENTATION OF THE HARBOR BOULEVARD TRAFFIC SIGNAL SYNCHRONIZATION PROJECT (PROJECT NO. 156828) (NON- GENERAL FUND) {STRATEGIC PLAN NO. 6, 1, B) — Public Works Agency CITY COUNCIL MINUTES 9 APRIL 21, 2015 1OA -9 MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Iteris, Inc., subject to non - substantive changes approved by the City Manager and City Attorney, in an amount not to exceed $755,000 for a three -year term expiring December 31, 2018. 25D. AGMT NO. 2015 -057 - PUBLIC ACCOUNTING SERVICES IN CONJUNCTION WITH THE MEDICAL MARIJUANA REGISTRATION APPLICATION RANDOM SELECTION PROCESS WITH WHITE NELSON DIEHL EVANS LLP {STRATEGIC PLAN NO. 1, 1; 5, 41 - Finance and Management Services and Planning and Building Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment with White Nelson Diehl Evans LLP (Consultant) to conduct a random selection "lottery" process under the provisions of Measure BB (Ordinance No. NS -2864) for an additional amount of $9,000 not to exceed a total contracted amount of $34,000, subject to non - substantive changes approved by the City Manager and City Attorney. 25E. AGMT NO. 2015 -058 - DATA CENTER MAINTENANCE & SUPPORT SERVICES AND RELATED EQUIPMENT {STRATEGIC PLAN NO. 6, 1) - Finance and Management Services MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment with Signature Technology Group, Inc. (STG), subject to non - substantive changes approved by the City Manager and City Attorney, to exercise an option for the first one -year extension to the existing agreement dated April 16, 2012 for an amount not to exceed $75,000 per year to provide maintenance and support services and related equipment for the City and Police data centers. 25F. AGMT NO. 2015 -059 - ARTS AND CULTURE ARTIST GRANT PROGRAM (STRATEGIC PLAN NO. 5, 5B) - Community Development Agency MOTION: Authorize the City Manager and the Clerk of the Council to execute grant agreements with the selected applicants, subject to non - substantive changes approved by the City Manager and the City Attorney. 25G. AGMT NO. 2015 -060 EMERGENCY SOLUTIONS GRANT FUNDING FOR FISCAL YEAR 2015 -2016 {STRATEGIC PLAN NO. 5, 6) Community Development Agency CITY COUNCIL MINUTES 10 APRIL 21, 2015 1 0A -10 Lili Graham, representing Public Law Center, spoke in support of funding application. MOTION: 1. Approve the FY 2015 -2016 Emergency Solutions Grant Program; 2. Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute agreements with non- profit agencies and /or sub - recipients awarded funds as part of the approved program, subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Amezcua VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Tinajero Amezcua, Benavides, Sarmiento, Tinajero (6) None (0) None (0) Martinez (1) Pulido, Reyna, 25H. CARNIVAL SERVICES AND BEER GARDEN SUPPLY DURING CINCO DE MAYO EVENT {STRATEGIC PLAN NO. 5, 5C) — Parks, Recreation and Community Services MOTION: 1. AGMT NO. 2015 -061 - Authorize the City Manager and Clerk of the Council to execute an agreement with Christiansen Amusement, Inc. for carnival service rights for a term to end on May 31, 2015, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Revenues in the amount of $42,000 will be deposited into the Parks, Recreation and Community Services Agency revenue account for the 2015 Cinco de Mayo event. 3. AGMT NO. 2015 -062 - Authorize the City Manager and Clerk of the Council to execute an agreement with Anheuser Busch /Straub Distributing for sponsorship of a beer garden for a term to continue through the last day of the event, subject to non - substantive changes approved by the City Manager and City Attorney. CITY COUNCIL MINUTES 11 APRIL 21, 2015 1 0A -11 4. Revenues in the amount of $20,000 will be deposited into the Parks, Recreation and Community Services Agency revenue account for the 2015 Cinco de Mayo event. 251. PROTECTIVE SECURITY SERVICES FOR THE CINCO DE MAYO EVENT {STRATEGIC PLAN NO. 5, 5C} — Parks, Recreation and Community Services MOTION: 1. AGMT NO. 2015 -063- Authorize the City Manager and Clerk of the Council to execute an agreement with Al Party Rental for rental of event equipment for the Cinco de Mayo event in the amount of $52,057.98, which includes a 10% contingency, for a term to end on May 31, 2015, subject to non - substantive changes approved by the City Manager and City Attorney. This agreement will increase the amount authorized to this vendor to $104,901 for the 2014- 2015 fiscal year. 2. AGMT NO. 2015 -064 - Authorize the City Manager and Clerk of the Council to execute an agreement with Bobby Nava Advertising and Entertainment Agency for advertising and entertainment services for the Cinco de Mayo event in the amount of $15,000, for a term to end on May 30, 2015, subject to non - substantive changes approved by the City Manager and City Attorney. This agreement will increase the amount authorized to this vendor to $35,000 for the 2014 -2015 fiscal year. 3. AGMT NO. 2015 -065 - Authorize the City Manager and Clerk of the Council to execute an agreement with Stage Plus Event Staging Services for rental of a stage, stage equipment and stage manager services for the Cinco de Mayo event in the amount of $23,100, which includes a 10% contingency, for a term to end on May 31, 2015, subject to non- substantive changes approved by the City Manager and City Attorney. This agreement will increase the amount authorized to this vendor to $50,950 for the 2014 -2015 fiscal year. 4. AGMT NO. 2015 -066 - Authorize the City Manager and Clerk of the Council to execute an agreement with Jose L. Romo for event production services and cleaning services for the Cinco de Mayo event in the amount of $11,132, which includes a 10% contingency, for a term to end on May 31, 2015, subject to non - substantive changes approved by the City Manager and City Attorney. This agreement will increase the amount authorized to this vendor to $26,572 for the 2014 -2015 fiscal year. CITY COUNCIL MINUTES 12 APRIL 21, 2015 1 0A -12 5. AGMT NO. 2015 -067 - Authorize the City Manager and Clerk of the Council to execute an agreement with Insure Protective Security for security services for the Cinco de Mayo event in the amount of $17,385.22, which includes a 10% contingency, for a term to end on May 31, 2015, subject to non - substantive changes approved by the City Manager and City Attorney. This agreement will increase the amount authorized to this vendor to $35,379 for the 2014 -2015 fiscal year. MISCELLANEOUS - BUDGET 29A. MEDICAL MARIJUANA DISPENSARY ENFORCEMENT PLAN UPDATE REPORT {STRATEGIC PLAN NO. 1, 1) — City Manager's Office MOTION: Receive and file. * *END OF CONSENT CALENDAR ** BUSINESS CALENDAR RESOLUTIONS 55A. SUPPORTING DEVELOPERS' SUBMITTAL OF AN APPLICATION FOR THE AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES PROGRAM, AND IF AWARDED, AUTHORIZING THE CITY TO ENTER INTO A CONTRACT WITH DEVELOPER UTILIZING THE GRANT FUNDS - DEPOT AT SANTIAGO PROJECT {STRATEGIC PLAN NO. 5, 3; 6) — Community Development Agency MOTION: Adopt a resolution. RESOLUTION NO. 2015 -017 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SUPPORTING DEVELOPERS' SUBMITTAL OF AN APPLICATION FOR FUNDING UNDER THE AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES PROGRAM, AND, IF AWARDED, AUTHORIZING THE CITY TO ENTER INTO A CONTRACT WITH DEVELOPERS UTILIZING THE GRANT FUNDS TO CONSTRUCT THE TRANSPORTATION RELATED INFRASTRUCTURE FOR THE DEPOT AT SANTIAGO PROJECT MOTION: Tinajero SECOND: Sarmiento VOTE: AYES: Amezcua, Benavides, Pulido, Reyna, Sarmiento, Tinajero (6) CITY COUNCIL MINUTES 13 APRIL 21, 2015 1 0A -13 NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez (1) 55B. ACCEPTING THE DONATION OF TWO PORTABLE CLASSROOMS AT CENTENNIAL PARK FROM RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT {STRATEGIC PLAN GOAL NO. 1, 5} — Police Department MOTION: Adopt a resolution. RESOLUTION NO. 2015 -018 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ACCEPTING THE DONATION OF TWO PORTABLE CLASSROOMS AT CENTENNIAL PARK FROM RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT MOTION: Tinajero SECOND: Reyna VOTE: AYES: Amezcua, Benavides, Pulido, Reyna, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez (1) PUBLIC HEARINGS 75A. PUBLIC HEARING - DEVELOPMENT AGREEMENT NO. 2015 -01, SITE PLAN REVIEW NO. 2015 -02 AND ADDENDUM TO MITIGATED NEGATIVE DECLARATION NO. 2011 -46 FOR THE LEGADO AT THE MET RESIDENTIAL PROJECT AT 200 EAST FIRST AMERICAN WAY, LEGADO COMPANIES — APPLICANT {STRATEGIC PLAN NOS. 3, 5; 5, 3; 5, 41 — Planning and Building Agency Planning Commission approved recommended action on March 23, 2015, by a vote of 6:0 (Bacerra absent). Legal Notice published in The Notice on April 10, 2015 and notices mailed on April 9, 2015. CITY COUNCIL MINUTES 14 APRIL 21, 2015 1OA -14 Mayor Pulido opened and closed the Hearing. There were no speakers on said matter. MOTION: Continue consideration of matter to the May 5, 2015 City Council meeting. MOTION: Sarmiento VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Amezcua Amezcua, Benavides, Sarmiento, Tinajero (6) None (0) None (0) Martinez (1) Pulido, Reyna, *Councilmembers Benavides and Reyna noted for the record that they would be abstaining on matter due to potential conflict of interest and did not participate in the deliberation of Agenda Item 75B. Councilmember Reyna pleased that funding available for local non - profits. 75B. PUBLIC HEARING - COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM FISCAL YEAR 2015 -2016 {STRATEGIC PLAN NO 2, 2; 2,4; 5;4; 5,6} — Community Development Agency Community Redevelopment and Housing Commission directed staff to transmit funding recommendations for fiscal year 2015 -2016 CDBG public service programs by a vote of 4:0 (Leon abstained) for the Public Law Center, and 5:0 for all other nonprofit organizations on February 11, 2015, Finance, Economic Development, and Technology Committee received a presentation on the CDBG Fiscal Year 2015 -2016 at a Special Meeting on March 18, 2015. Legal Notice published in the Orange County Register, in La Opinion (Spanish) and the Nguoi Viet (Vietnamese) on March 24, 2015. Continued from the April 7, 2015 City Council meeting by a 5 -0 vote ( Benavides and Reyna abstained). Mayor Pulido re- opened the Hearing to consider additional testimony. The following spoke on the matter: Lili Graham, Public Law Center, supports staff recommendation. CITY COUNCIL MINUTES 15 APRIL 21, 2015 1 0A -15 • Gillian Flagg, representing Goodwill of Orange County, request consideration of application. • Kathleen Bowman, representing WisePlace, outlined proposed services to be funded with Community Development Block Grant funds. Mayor Pulido closed the Hearing. Council discussion ensued. Mayor Pro Tern Sarmiento, reflected on current process and opportunity for non - profits to provide community services; thanked all who applied; Community Redevelopment and Housing Commission proposed recommendations; requested consideration to include and augment two applicants not recommended for funding - Goodwill OC and Illumination Foundation. City Manager Cavazos indicated that he would bring back matter for City Council consideration for funding of both organizations in a total amount of $80,000. MOTION: 1. Approve the proposed Fiscal Year 2015 -2016 Community Development Block Grant Program; 2. AGMT NO. 2015 -068 - Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute memorandums of understanding with various city departments and agreements with nonprofit agencies awarded funds as part of the approved program, subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Sarmiento SECOND: Amezcua VOTE: AYES: Amezcua, Pulido, Sarmiento, Tinajero (4) NOES: None (0) ABSTAINED Benavides, Reyna (2) AND NOT PRESENT: ABSENT: Martinez (1) *Councilmembers Benavides and Reyna returned to the meeting at 6:15 p.m. CITY COUNCIL MINUTES 16 APRIL 21, 2015 1 0A -16 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. CONSIDER APPROVING RESOLUTION SUPPORTING WORKERS AT "EL SUPER" - Councilmember Tinajero, Councilmember Amezcua, and Mayor Pro Tern Sarmiento • Rick Eiden, Executive Vice President of Local 524 and President of the Orange County Labor Federation that unanimously approved proposed resolution; have worked to rise standards for employees in the food industry; surrounding communities also considering approval of resolution. • Adrian Rocha, employee of El Super spoke in support of proposed resolution. Council discussion ensued. Councilmember Tinajero, noted importance for earning living wages, treating employees with dignity and urged all to boycott market. Mayor Pro Tern Sarmiento, imperative to provide quality of care and good working conditions; thanked union representatives for bringing matter to our attention. Councilmember Amezcua, echoed comments and emphasized need to meet basic needs. Councilmember Benavidez, stated that retaliatory action against employees seeking fair treatment is not looked at favorable by self and colleagues; supports resolution. Councilmember Reyna, thanked all for efforts to improve quality of life of members of our community. Mayor Pulido, added that it has been multi -year effort to bring justice and fairness to workers. MOTION; Adopt resolution. RESOLUTION NO. 2015 -019 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SUPPORTING THE BOYCOTT OF ALL EL SUPER MARKETS DUE TO INADEQUATE WAGES AND BENEFITS AND POOR HEALTH STANDARDS MOTION: Tinajero VOTE: AYES: SECOND: Sarmiento Amezcua, Benavides, Pulido, Reyna, CITY COUNCIL MINUTES 17 APRIL 21, 2015 1 0A -17 Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez (1) COMMENTS PUBLIC COMMENTS • Irma Jauregui, spoke in support of Community Development Block Grant funding and upcoming Pacific Electric Park that will improve south Main Street corridor. • Theo Hirsch, proposed organized effort to do a community garden and compost for organic waste and assist with recycling efforts; need more efficient recycling. • Wilma Peterson, requested speed bumps on Brooks Street due to excessive speed and also noted that gangs have proliferated into the area. o Councilmember Reyna to meet with resident and follow up on request. • Cecilia Aguinaga, Orange County Vector Control representative, provided brief update and noted that April 20 -24 is Mosquito Awareness. • OC Vector Control, Director of Communications, reminded all of West Nile Virus cases last year; urged all to report out of service pools. • Mayor Pulido, asked staff to assist with this effort to avoid any spraying; public safety concern. • Mayor Pro Tem Sarmiento, requested that staff work collaboratively with agency in identifying areas of concern. • Councilmember Amezcua, suggested neighborhood associations send out notices to homeowners. • Councilmember Tinajero, recounted gravity of disease; need to take care of public. • Michael Klubukin, spoke of County of Orange wrongdoings. • George Garcia, need to do more for climate change, recycle; proposed ban on plastic bags; betterment of future generations. • Laun Martin, introduced self as new Principal of Vista Heritage Charter School. c Councilmember Reyna to meet with resident and follow up on request. • Ramon Hernandez, neighborhood president of Pico Lowell that suffered 3 hit and runs in past six months; requested speed humps and better signage; also, issue with produce trucks, requested an update; and noted that he has seen improvements in the neighborhood, but more needed. • Pierre Espino, supports green efforts - plant trees to bring back natural water channels. o Councilmember Reyna to meet with resident and follow up on request. CITY COUNCIL MINUTES 18 APRIL 21, 2015 1 0A -18 90A. CITY MANAGER'S COMMENTS City Manager Cavazos: • Announced upcoming Budget Hearings scheduled for April 23rd and 28th encouraged all to participate. • Summer Youth Fair to be held on April 25th • Cinco de Mayo Festival to be held first weekend in May. 90B. CITY COLINCILMEMBER COMMENTS Councilmember Amezcua: • Thanked Payan Group for providing free community workouts and encouraged all to attend. Councilmember Reyna: • Announced that California Governor Jerry Brown has imposed water mandates; need to be water wise and further reduce consumption; • Reported that Relay for Life exceeded fundraising goal; kudos to team captains for raising funds and awareness; challenged all to participate next year; • Youth Conference scheduled for coming weekend at Santa Ana Boys and Girls Club; • Encouraged all to shop in Santa Ana; and • Recognized hard work and dedication of assistants and in celebration of Administrative Professionals Day. Councilmember Benavides: • Requested update on Centennial Education Center, youth skate park system; and opportunities to expand youth programs; • Invited all to attend Cinco de Mayo celebrations and Art Walk the first weekend in May; and • Asked all to support local economy and businesses. Councilmember Tinajero: • Attended McFadden Intermediate's 50th Anniversary celebration; was designated Principal for a Day; • Joined the Relay for Life event; and • Noted that Santa Ana School District has built up infrastructure along with the City; evident change and improvements throughout the City that have enhanced our youth's sport experience. Mayor Pro Tern Sarmiento: • Thanked staff and commended all involved in success of Relay for Life event; • Recognized efforts to bring balanced budget and ability to fund improvements such as Pacific Electric Park and South Main Street; need to consider expanding branding efforts to other areas of the City; CITY COUNCIL MINUTES 19 APRIL 21, 2015 1 0A -19 • Strict water conservation efforts underway; commend all for voluntary conservation; and • Wished all a safe Cinco de Mayo. Mayor Pulido: • Reflected on City's progress and commitment over a long period of time, including: Bristol Street Widening Project, Court of Appeals, Bowers Museum and Science Center expansion projects and Zoo improvements; Skyline project may be asset to the City in the future. • Adjourned in memory of retired City employee, Sharon Kay Hennegen. ADJOURNED- 7:12 P.M. - The next meeting of the City Council is scheduled for Tuesday, Mary 5, 2015 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. ADJOURNED IN MEMORY OF SHARON KAY HENNEGEN Maria Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Proactive Rental Enforcement Program Renew • 2015 -2016 Budget Adoption • Mater Del High School Parking Structure and School Expansion Project CITY COUNCIL MINUTES 20 APRIL 21, 2015 1 OA -20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 5, 2015 TITLE: BOARDS AND COMMISSIONS BIANNUAL ATTENDANCE REPORT OCTOBER 2014 THROUGH APRIL 2015 (STRATEGIC PLAN NO. 5, 1) RECOMMENDED ACTIONS � dry3g r �bl CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 16' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file Boards and Commissions Biannual Attendance Report (October 2014 through March 2015). DISCUSSION The Boards and Commissions Attendance Report is prepared biannually to inform the City Council of member attendance at Board or Commission meetings. Pursuant to Council policy, the City Council may remove board or commission members who incur four unexcused absences within the six -month reporting period. Additionally, City Charter Section 901 provides that three consecutive unexcused absences would result in the vacancy of a board or commission seat. Examination of attendance reports revealed that the Youth Commission has not been able to establish a quorum to meet during this period. New commissioners have been appointed. They held a Special meeting on April 24, 2015 and have now established regular meeting schedule. STRATEGIC PLAN Approval of this agreement allows us to meet Goal #5. Community Health, Livability, Engagement & Sustainability, Priority #1, Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities. 13A -1 Boards and Commission Biannual Report May 5, 2015 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Maria D. Huizar, Clerk of the Council Attachments: Biannual Attendance Reports (9) 13A -2 J_ v o Z y 0 O U LU VN Q00 J L h� ro Z LU y NWT Q LL u o N `y Z L 5z W V h0 a J Z Q W m z Z Z O N y O U O in N d _ 10 m Q C � y m 2 X X X X x X X N d � R �p W Y d LL N X X X X v X X x N � d CD aG p � OW Q d' d. z ¢ r z X X X U) w a: X x X y Lu [O p LU wm X X X X X X Z N mp W >: Od Z � . 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AGENDA ITEMS 1. Approval of Minutes of the October 27, 2014 Meeting 2. Update on Youth Commission and Youth Civic Engagement Program (Cheryl Eberly) (Strategic Plan No. 2, 2A) 3. Joint -Use Master Agreement Update (Gerardo Mouet) (Strategic Plan No. 2, 1 B) 4. Park Deferred Maintenance Update (Ron Ono) {Strategic Plan No. 6, 2A, 2B) 5. Update on Zoo Giant River Otter Project (Kent Yamaguchi) (Strategic Plan No. 2, 2E) 6, McFadden /Standard Park Land Swap Prospect Update (Gerardo Mouet) {Strategic Plan No. 5, 4A) 7. Major City Produced Events Update (Jeannie Jurado) (Strategic Plan No. 5, 5C) 8. Review Dog Park Feasibility Studies (Gerardo Mouet) (Strategic Plan No. 5, 4A) 9. Staff Update & Comments STAFF MEMBER COMMENTS COMMITTEE MEMBER COMMENTS FUTURE AGENDA ITEMS ADJOURNMENT If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program / Coordinator, at (714) 647 -5340. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.102] City Hall, 20 Civic Center Plaza s P.O. Box 1988 • Santa Ana, California 92702 Mayor & Council Telephone: 714. 647.6900 a Agenda Item Inquiries: 714.647 -6620 • Website: www.santa- ana.org 1301-1 Santa Ana City Council Miguel A. Pulido, I Vincent F. Sarmiento Michele Martinez Angelica Amezcua I P. David 9enavldes Roman Rayne Sal Tinajero Mayor Mayor Pro Tam Ward Ward I Ward Wards Ward MP ditloGdaantalane om Ward MMarnozOnn tanaom AAmezc,a @een mono om 93¢nav1dQaasana0 anm naev0a5nriya,anenm faloiemat,iaa,xon M Vaa,mlCn,adL3anlaanaam I � I I City Hall, 20 Civic Center Plaza s P.O. Box 1988 • Santa Ana, California 92702 Mayor & Council Telephone: 714. 647.6900 a Agenda Item Inquiries: 714.647 -6620 • Website: www.santa- ana.org 1301-1 13D -2 MINUTES OF A REGULAR MEETING OF THE CITY COUNCIL COMMITTEE ON PARKS, RECREATION, EDUCATION AND YOUTH October 27, 2014 CALL TO ORDER The regular meeting convened at 5:30 p.m. at Santa Ana City Hall Ross Annex Room 1600; 20 Civic Center Plaza, Santa Ana, California 92702. ATTENDANCE Council members Present Mayor Pro Tem, Sal Tinajero (Chair) Roman Reyna Councilmember Absent Angelica Amezcua Staff Present: David Cavazos, City Manager Gerardo Mouet, PRCSA Executive Director Carlos Rojas, Police Chief Ron Ono, Administrative Services Manager Jeannie Jurado, Community Services Manager Enrique Marban, Community Services Supervisor Juan Lara, Community Services Supervisor Hiram Uribe, Graphic Designer Public Speakers Adrian Enriquez, Southwest Pony Baseball Ralph Dominguez, Southwest Pony Baseball Moises Vasquez, Southwest Pony Baseball Desiree Gutierrez, Southwest Pony Baseball Fernando Rivera, Southwest Pony Baseball Cory Favrean, Southwest Pony Baseball Cory Nelson, Santa Ana Pony Joe Tagaloa, Southwest Pony Baseball Jorge Robles, Santa Ana Pony Mario Villalobos, Santa Ana Pop Warner • PUBLIC COMMENTS: • Adrian Enriquez indicated the parents of Santa Ana Pony Baseball made improvements at the site for the benefit of the children. • Ralph Dominguez indicated the parents of Southwest Little League are signing over checks to a person's personal account. The original PREY Regular Meeting Page 1 October 27, 2014 13D -3 Southwest Little League was never dissolved. Why is our organization (Southwest Pony Baseball) not being recognized? • Moises Vasquez indicated they held the title of Southwest Little League which is recreational ball. Now they are with Southwest Pony Baseball. How do we clear up the title of Southwest Little League? • Desiree Gutierrez indicated she is part of Southwest Pony Baseball and Santa Ana Pop Warner. Wants to clarify, she and other members were the original Southwest Little League. The Southwest Little League has specific rules that everyone will play. Southwest Little league provides complete uniforms and hats to its players. • Fernando Rivera indicated he has been part of Southwest Little League for a number of years and now with Southwest Pony Baseball. He questions on what Little League does for Santa Ana. The District Administrator has no clue on what is going on in Santa Ana. • Cory Favrean indicated the Treasurer of Southwest Little League lives in Memorial Park Neighborhood. If the program goes, the park goes and the neighborhood goes. He would like the program to move from Little League to Pony League. • Cory Nelson indicated Santa Ana Pony League in 2 years has doubled in size. If Little League continues the kids will not go back to Little League. He would like to be together with Little League as Pony League, because there are not enough fields for everyone. • Joe Tagaloa indicated he teaches and coaches at Santa Ana High School. He explained his experience, that Santa Ana Little League was a part of the community. He does not see it anymore and he would like to help the community. • APPROVAL OF MINUTES o Minutes of July 28, 2014 accepted as presented. • UPDATE ON NEW YOUTH SPORTS, AFTER SCHOOL AND WELLNESS PROGRAM o Public Comment: ■ Ralph Dominguez indicated this program can help the community. Reminded the audience that youth scholarship is available to residents. Indicated that City programs should work together with the existing non - profit sports programs and not work against it. o Staff Presentation: ■ Gerardo Mouet explained that the community provided input into the Strategic Plan that was later approved by City Council. The Strategic Plan identified the need for Youth Sports Programs, After School Programs and Wellness Programs. PREY Regular Meeting Page 2 October 27, 2014 13D -4 ■ Jeannie Jurado indicated 150 participants have already signed up for Girls Basketball. She anticipates 420 participants in Boys Basketball when registration opens in November. The 2015 Youth Sports Program will include Rookie -Ball Baseball and Flag Football, Soccer and Tennis Camps, excursions to college and professional sporting events. The After School Adventure Program will include Homework assistance, sports, arts, games, etc at El Salvador, Logan, Memorial, and Santa Anita Parks that will serve 60 children. Four other sites (Centennial, Jerome, Madison and Salgado) are pending. The Wellness Program includes Jerome Community Garden. We are in the process of hiring Wellness Education Interns for this program. The Youth Sports Scholarship Program will provide $100,000 for Youth Scholarship, $50,000 for the renovation of DYSC Field #4 and $50,000 for two Part time General Maintenance workers. • Councilmember Reyna indicated he likes the program, but maybe it should also include the Library. He asked when the program started and is concerned that the participant number should be higher. If the program is at Centennial Park where would it be held? • Gerardo Mouet indicated we have access to Godinez High School Classrooms for the program. • Councilmember Tinajero followed up on Ralph Dominguez's statement of not working against existing programs and indicated the City Program is Recreational and the Other Programs are Competitive Programs. • UPDATE ON SPORTS FIELD MAINTENANCE AND PROGRAMMING • Public Comment: ■ Jorge Robles indicated the Santa Ana Pony Baseball has increased from 450 to 800 participants. We need fields for both Little League and Pony League. The fields at Santiago and Cabrillo parks should be modified to accommodate community needs and sports lighting should be installed on the Windsor Park field to expand its use. • Staff Presentation: • Gerardo Mouet indicated that the PREY committee provided clear direction to keep fields open during the summer. Staff has met with sports organizers to understand their needs in order to adjust field maintenance schedules. Staff will also be meeting with Santa Ana Pony. It's all a matter of supply and demand. • Jeannie Jurado indicated this approach will make fields available. We met with Santa Ana Pony at Riverview Parks that provided recommendation to maintain one field at a time. • Councilmember Reyna asked what programs are taken place at Cabrillo, Windsor, and Heritage Parks. Staff responded Cabrillo is used by Northeast Little League and Adult League, Windsor is used by Soccer and Heritage is used by Soccer and Travel Leagues. PREY Regular Meeting Page 3 October 27, 2014 13D -5 • Gerardo Mouet indicated the recent division of Southwest Little League was just brought up. Staff will meet with the league to understand the issue. • Councilmember Reyna is concerned about checks being written to individuals and not to the organization. This can create problems. Staff should follow up and he would like to be included in the discussions. • Councilmember Tinajero indicated Windsor should be used by other organizations and not only soccer. Also Spurgeon is a joint use field that should be utilized for sports program. People leave Little League because the organization does not provide good service. We should look at Spurgeon, Windsor, Jerome, Cabrillo and Delhi fields to program then more efficiently. At the end of the year, we should look at participation numbers to allocate fields. He reminded the audience that fields belong to the City of Santa Ana, not to the sports organization. • Councilmember Reyna indicated while Valley High School Sports Complex is under construction, Valley will need 3 fields to accommodate their program. • Councilmember Tinajero requested items # 6 (Major City Produced Events Update) and # 7 (Arts and Culture Update) be tabled. • Public Comment: ■ Ralph Dominguez indicated the Park Rangers have always assisted the leagues whenever there is an incident in the park and he supports the Park Ranger program to continue. The Memorial handball court is a problem gambling area and the courts should be removed. • Staff Presentation: • Gerardo Mouet provided a history of the Park Ranger program, when they use to be full time Rangers. Could not keep them long because after being trained as a Park Rangers, they would apply for SAPID or School Police positions. Several years ago to continue the ranger program the agency hired retired SAPID officers as part time rangers. This worked well, until Cal PERS regulations indicated Cal PERS retirees can no longer work after a certain period of time under a Cal PERS system. On January 1, 2015, SAPID will take over the Park Ranger Program. • Chief Rojas indicated it will be a new and improved system. Currently, SAPID responds to 11,000 calls for services in parks. The Park Rangers respond to 17% of calls for service and SAPID responds to the remainder of calls. We will assign a full time officer to manage the program with a comprehensive plan to address safety in parks. SAPID has more resources than Parks and Recreation. • Councilmember Reyna asked if an in -house person will manage the program. PREY Regular Meeting Page 4 October 27, 2014 13D -6 Chief Rojas replied "Yes" it will be an in -house person. Any gaps will be covered by SAPID overtime. DISCUSS SPECIAL OLYMPICS OPPORTUNITY • Gerardo Mouet indicated there is a proposal that next year Santa Ana will host a portion of the Special Olympics. He plans to work with the Kiwanis Organization to form a volunteer fund raising committee. The proposal will be presented to the City Council on November 18tH • Councilmember Reyna asked how big is the Committee. • David Cavazos indicated as big as anyone that wants to volunteer. DISCUSSION ON YOUTH SPORTS SCHOLARSHIP PROGRAM o Mr. Mouet indicated City Council approved $200,000 for the Scholarship Program. City Council requested PREY to review how the Scholarship Program would be implemented and the type of program. After a consensus, PREY will discuss the concept with the entire City Council on September 2, 2014. o Discussion focused on using $100,000 of the Scholarship Program funding for Youth Sports. The remaining $100,000 would help address deferred maintenance repairs (50 %) and part time general maintenance staffing (50 %). o Councilmember Reyna indicated he supported this proposal since it addressed all areas of need (Scholarship program and Deferred Maintenance). o Mayor Pro Tem Tinajero also indicated this would be a good compromise to address both needs. c David Cavazos indicated we need to identify the maximum number of participants that would be eligible to receive scholarships per household. s PUBLIC COMMENTS • Mario Villalobos indicated the Memorial sports fields are closed every summer for renovation in order to be ready for the Pop Warner season. Because the renovation was not done this summer, the fields are not in good shape. This was one of the best fields in the conference. Please take into consideration Pop Warner's use of Memorial Fields. • David Cavazos indicated he would like to meet with Mario and Gerardo to tour the field and understand the situation. PREY Regular Meeting Page 5 October 27, 2014 13D -7 STAFF UPDATE AND COMMENTS o Gerardo Mouet announced that Memorial Park Exercise Area ribbon cutting is scheduled for Tuesday November 18th at 4:00pm. The project was designed and built by in -house staff. • COMMITTEE MEMBER COMMENTS o Councilmember Reyna indicated sports save his life. Recreation is a value to kids and provides the skills to move on to competitive sports. o Mayor Pro Tern Tinajero indicated he sees value in competitive sports, By providing opportunity to play and compete, improves and provides a better product. Staff needs to look into Memorial Park field usage and a process to improve the system. We have growing pains that need adjustment. • FUTURE AGENDA ITEMS o None • ADJOURNED: 7:07 p.m. PREY Regular Meeting Page 6 October 27, 2014 13D -8 CITY COUNCIL MEETING DATE: MAY 5, 2015 TITLE: QUARTERLY REPORT OF CONTRACTS VALUED AT $25,000 OR LESS ENTERED INTO BY THE CITY MANAGER AS PERMITTED BY CHARTER SECTION 421 {STRATEGIC PLAN NO. 4, 1} r CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1"Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For, CONTINUED TO FILE NUMBER Receive and file the Quarterly Report of Contracts entered into between January 1, 2015 to March 31, 2015 valued at $25,000 and less. DISCUSSION On November 7, 2006, the voters approved a Charter Amendment increasing the authority of the City Manager to enter into contracts and agreements up to a value of $25,000. Section 421 of the Charter requires the City Manager to report to the City Council quarterly on the contracts entered into under his authority for informational purposes. The report is required to include the names of contractors and the amounts of each contract. Exhibit A is a listing of all purchase orders and agreements entered into between January 1, 2015 to March 31, 2015, valued at amounts between $500 and $25,000. Unless included under a blanket contract, the City as a general rule does not purchase goods or services valued at under $500 through either a purchase order or an agreement. Purchase orders and service agreements valued at greater than $25,000 require approval by City Council. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #4 City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). FISCAL IMPACT There is no fiscal impact associated with this action. 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N u Z F H ° 0 0 m 0 o N 0 0 0 m o a o 0 0 0 0 �t 0 0 14 m 0 0 0 H m m O H i. o m a 0 o n O N It o o m N o m o v 4 L6 r4 of o o5 .4 o oj ri o N N o 4 vi vi o 6 oo a oj � Li o a m o N m m m O m H m m v I o M m o o n m o m N O m v N m m o O O m . 4 M .-1' a d' r .-f �e M N E H N H O N N Q O Q a a N N N a U Q U N N N u� no w m cc cc a o 0 0 o o w m oc o t�0 t Q LL d d W LL d d d U d d V d d d W LL LL d d d d d d W d LL LL x c w m o m m m U O O �o w �n m O H m N m M t0 V1 d' N vt W I� H m O m N N ip N O N M i0 o a N N N N m m H w �o H N N w w m m � m o m m o 0 0 0 l0 iD i0 t0 lD i0 �O tp O tO t0 O l0 lO N t0 l0 lO l0 lD m h l0 lO I� r r n C ? fl V .ya. �. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 F d d d d d d d d Q d d Q d d m d d d d d d d d d d d d d `m O w U Y U w J � 2 2 O Z O Z (7 > J u J W } G z O > Z u u O O Q O 2 U Z U } W° o U w Z1 Oi U U N G OO Z d Z F = W N N w m U [C Z Z U K N 0 N U V Gam'' N Q CC C ), O= F- Q w Z W Q 0 O p F- z z V> G ZZ_> Q m m Q J Q Z d J Z Z N Z W O J w? Z z z w> U Q�Q N N Z Z O Q a K= vWt = d V~i > >>> Q a z 0 N O O U' O Z K Q O} O K Q N W W Y N x Z w w z Z Q a w v ¢_ o z c07 ¢ w w w Y Q Z cc ~¢ O d< N N N N to N N N N N N N N N N N N N N N N N N N N N N N H H H H H H H H H H. H H H H H H H H H H H H H H H H H H N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 a+ N N N N N N N N N N N N N N N N N N N N N N N N N N N N m n n w m m m m m m m 0 0 0 m m m m m m m 0 0 0 0 H \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ M M M m M M M M M M M M M M M M M M M M M M m M M M M M N l0 h m O H N M a N tO I� m m 0 H N M d' N w I� m m O H N Z O O O O H N H N N N N N N N N N N N N N N N N N N N N 19C -9 19C -10 REQUEST FOR COUNCIL, ACTION CITY COUNCIL MEETING DATE: MAY 5, 2015 TITLE: APPROPRIATION ADJUSTMENT — ADDITIONAL HOME INVESTMENT PARTNERSHIPS FUNDS (STRATEGIC PLAN NO.5, 3) REC MMENDED ACTION CLERK OF COUNCIL USE ONLY: •.••• _r ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 21d Reading ❑ Implementing Resolution El Set Public Hearing For CONTINUED TO FILE NUMBER Approve an appropriation adjustment recognizing additional HOME Investment Partnerships Program grant funds in the amount of $24,881 In the HOME revenue account, and appropriate the funds in the Loans and Grants expenditure account. DISCUSSION Each year, the City of Santa Ana ( "City') receives funding from various formula grant allocation programs administered by the U. S. Department of Housing and Urban Development (HUD). One of those programs is the HOME Investment Partnerships Program (HOME) that provides funding for a wide range of activities including building, buying, and /or rehabilitating affordable housing for rent or homeownership or providing direct rental assistance to low - income people, HUD allocated $1,191,080 in HOME funds this year to the City, but only $1,155,805 was originally adopted as part of the FY 2013 -2015 budget. Therefore, the additional $24,881 must be recognized and appropriated for expenditure in FY 2014 -15, These funds will be used to provide loans for housing development projects. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT Approval of the appropriation adjustment will increase the HOME Program revenue account (no. 13018002 - 52000) by $24,881 and appropriate the same Into the Loans and Grants expenditure account (no. 13018780 - 09152). 20A -1 AA for Additional HOME Funds May 5, 2015 Page 2 a06 . - Kelly R nders Executive Driector Community Development Agency KR/SG /sb APPROVED AS TO FUNDS AND ACCOUNTS: Nc, Q r � -, �\ L � . Francisco Gutierrez � Executive Director tk Z0 Finance and Management Services Agency 20A -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 5, 2015 TITLE; CONTRACT AMENDMENT WITH ENTERPRISE FLEET MANAGEMENT FOR LEASED VEHICLES SPEC NO. (13 -008) {STRATEGIC PLAN NO. 5,3; 5, 4} CITY MANAGE RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: r:1J2 Ti0 ❑ As Recommended ❑ As Amended ❑ Ordinance on l'tReading ❑ Ordinance on 2noReading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Amend the contract with Enterprise Fleet Management to increase the aggregate limit by $39,900 for the addition of six leased vehicles for the Planning and Building Agency at an annual rate of $6,650 per vehicle for a total annual amount not to exceed $340,600, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On March 18, 2013, City Council approved a three -year contract with Enterprise Fleet Management to lease 34 undercover vehicles for the Police Department and two Nissan Leaf electric vehicles for City Hall staff. During fiscal year 2014 -15, the Planning and Building Agency was authorized seven new positions to assist with Code Enforcement, Building Inspection and Medical Marijuana compliance. As a result, additional vehicles are required for these positions. Due to the estimated limited amount of miles driven, it was determined leasing Ford Escapes is the best option. Staff will be able to reassign one of the previously leased Nissan Leaf vehicles for one of the new positions, thus there is only a need to lease a total of six vehicles. Additionally, maintenance for the vehicles will be provided by City Fleet Maintenance staff. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #3, (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana), and Objective #4, (Support neighborhood vitality and livability). 22A -1 Contract Amendment for Leased Vehicles May 5, 2015 Page 2 FISCAL IMPACT Funds are available in the Planning and Building Agency Administrative Services Contracts account (no. 01116500-62300) APPROVED AS TO FUNDS AND ACCOUNTS: Vince Fregoso, AI . Francisco Gutierrez Interim Executive r Executive Director Planning & Building Agency Finance and Management Services Agency CL /sp 22A -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 5, 2015 TITLE: CONTRACT AWARD TO PROFESSIONAL ACCESS CCTV & ELECTRICAL FOR PHASE II SECURITY MEASURES (SPEC. NO. 14 -093) { STRATEGIC PLAN NO. 6, 1C} CITY MANAGEII RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: _...• _e ❑ As Recommended ❑ As Amended ❑ Ordinance on 1$' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Award a contract to Professional Access CCTV & Electrical for implementation of enhanced security measures (Phase II) in an amount not to exceed $73,700, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION During the past fiscal year the Finance & Management Services Agency Building Maintenance Division implemented security measures consisting of installation of new security card reader devices at the entrances of City Hall, Ross Annex and Corporate Yard. Approval of this contract will allow for the implementation of Phase II of the City's security program which consists of restricting access to the elevators and floors two through eight at City Hall and two through four at the Ross Annex. Additionally, duress alarms will be placed in strategic locations of City Hall, Ross Annex and Council Chambers that will feed directly to Police dispatch. The notice soliciting proposals was advertised on December 23, 2014, on the City's online bid management and publication system. A summary of the solicitations and proposals received is as follows: 71 Vendors notified 18 Vendors downloaded the solicitation 3 Vendors attended the job walk Proposal received A proposal was received, opened on January 20, 2015, and evaluated. The proposal received from Professional Access CCTV & Electrical is responsive to the specifications and meets the City's requirements. The contract amount includes $15,700 for a five -year software maintenance agreement. 2213-1 Contract Award for Implementations of Security Measures May 5, 2015 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the city's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). FISCAL IMPACT Funds are available in the Finance & Management Services Agency Building Maintenance account (07310100-62300). APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez <v Executive Director Finance and Management Services Agency JA /SV /sp 228 -2 i LI • 11, 0 Lei 1. 1 i !CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: MAY 5, 2015 TITLE: APPROVED CONTRACT AWARD TO ECONOLITE GROUP ❑ As Recommended FOR TRAFFIC SIGNAL CONTROL CABINETS ❑ As Amended SPEC, NO. 15 -025 NON- GENERAL FUND 13 Ordinance on 18` Reading Q � � ) El Ordinance on 2 "d Reading (STRATEGIC PLAN NO. 6, 1, C) ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO (\ FILE NUMBER CIT MANAGE RECOMMEND91? ACTION Award a contract to Econolite Group for the purchase of ten traffic signal control cabinets in an amount not to exceed $73,000, subject to non - substantive changes approved by the City Manager and City Attorney, The City of Santa Ana currently maintains and operates 297 traffic signals, many of which have outdated steel cabinets. Often, these cabinets fall due to traffic collisions, electrical surges, rust, or other damage. Once the cabinets are compromised, they must be replaced immediately to minimize delay and congestion impacts to the public. To expedite cabinet replacement, the City will purchase 10 aluminum cabinets that meet current California Department of Transportation standards. These cabinets will be provided to the traffic signal maintenance contractor as needed for installation. The notice inviting bids was advertised on March 16, 2015, an the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 31 Vendors notified 2 Vendors downloaded bid documents 4 Bids received Bids were received, opened on April 6, 2015, and evaluated (Exhibit 1). The bid received from Econolite Group is responsive to the specifications and meets the City's requirements, STRATEGIC PLAN ALIGjNMENT Approval of this Item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City 22C -1 Contract Award for Traffic Signal Control Cabinets May 5, 2015 Page 2 assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). FISCAL IMPACT Funds are available in the Public Works Traffic Signal Maintenance account (02917620- 62321). Public Works Agency FMIVTN Exhibit 1: Abstract of Bids APPROVED AS TO FUNDS AND ACCOUNTS: Y Francisco Gutierrez Executive Director Finance and Management Services Agency 22Ci -2 ABSTRACT OF BIDS TRAFFIC SIGNAL CONTROL CABINETS (15 -025) Vendor: Location: Type 332 Cabinet Quantity 10 Each Sales Tax (8.00 %) Shipping / Freight Total Bid Vendor: Location: Tvoe 332 Cabinet Quantity 10 Each Sales Tax (8.00 %) Shipping / Freight Total Bid 1. Trafficware Group 2. Brown Traffic Prod 3. McCain, Inc. Sugarland, TX Davenport, IA Vista $ 83,750.00 $ 9,568.00 $ 68,630.00 $ 6,700.00 $ 7,654.40 $ 5,490.40 $ 1,650.00 *$ 00.00 100.00 $ 92,100.00 $ 103, 334.00 $ 74,120.00 4. Econolite Group Anaheim $ 66,680.00 $ 5,334.40 10.00 $72,014.40 * Indicates shipping is included in pricing EXHIBIT 1 22C -3 22C -4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 5, 2015 TITLE: CONTRACT AWARD TO BPR, INC., FOR SIDEWALK OFFSET GRINDING SERVICES (SPEC. NO. 15-030) {STRATEGIC PLAN NO. 5, 1, C} ITY MANAGER RECOMMENDED ACTION 171, , I CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1a' Reading ❑ Ordinance on 2 "° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO Award a contract to BPR, Inc„ subject to nonsubstantive changes approved by the City Manager and City Attorney, for annual sidewalk maintenance for a one -year period expiring April 30, 2016, with provision for three one -year renewals exercisable by the City Manager and City Attorney, in an amount not to exceed $170,000 each year. DISCUSSION The Public Works Agency Maintenance Services Division is responsible for maintaining the sidewalks of Santa Ana. Staff evaluates the condition of the sidewalks and identifies uneven surfaces and cracks that may pose a risk to pedestrians. Offset grinding is the preferred method to repair uneven surfaces caused by underlying tree mats or soil depressions that raise or sink sidewalk areas. Public Works repairs approximately 2,000 sidewalk hazards annually using offset grinding. Parks, Recreation and Community Services Agency also use this method to address trip /step hazards within the parks, bike trail system, the Santa Ana Zoo, and the Civic Center area, A notice Inviting bids was advertised on March 30, 2015, on the City's online bid management and publication system, A summary of the bid invitations and bids received Is as follows: 12 Vendors notified 7 Vendors downloaded the bid documents 3 Bids received Bids were received and opened on April 15, 2015, and evaluated (Exhibit 1). The bid received from BPR, Inc., Is responsive to the specification and meets the City's requirements. 22D -1 Contract Award for Sidewalk Maintenance May 5, 2015 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). FISCAL IMPACT Funds in the amount of $150,000 are available in the Public Works Roadway Maintenance account (02917660- 62300) and $20,000 in the Recreation and Community Services Park Maintenance account (1113250 - 62320). re Mousavipour Executive Director Public Works Agency FM /PG /sp Exhibits: 1. Abstract of Bids APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency 22D -2 ABSTRACT OF BIDS SIDEWALK OFFSET GRINDING SERVICES (15 -030) California Bidder BPR, Inc. Concrete Grinding Location Port Hueneme Paso Robles Terms Net 30 Net 30 Total $105,050.00 $116,550.00 EXHIBIT 1 22D -3 Extreme Pressure Systems Camarillo Net 30 $119,500.00 22D -4 0 6 I, i CITY COUNCIL MEETING DATE: MAY 5, 2015 TITLE: AWARD CONTRACT FOR CONSTRUCTION OF RESIDENTIAL STREET REPAIR FISCAL YEARS 2013 -2014 & 2014 -2015 (PROJECTS 147516 & 157514) (STRATEGIC PLAN NO. 6, 1, B & G) 4 CITY MANAGER CLERK OF COUNCIL USE ONLY: W ® As Recommended ❑ As Amended 0 Ordinance on 1a' Reading C Ordinance on 2 "4 Reading Q Implementing Resolution ® Bet Public Hearing For • r e FILE NUMBER Award a contract to Excel Paving Company, the lowest responsible bidder, in accordance with the unit bid prices, totaling $1,254;010, for the construction of the Residential Street Repair Project, Fiscal Years 2013 -2014 and 2014 -2015. 2. Approve the Project Cost Analysis for a fetal estimated project delivery cost of $1,567,511 DISCUSSION This action will allow for the construction of residential street repairs that were approved in the City's Capital Improvement Programs for Fiscal Years 2013 -2014 and 2014 -2015, This phase of the Residential Street Repair program continues rebuilding neighborhood streets throughout the City which are in need of repair. The recommended local street segments are located in neighborhoods, citywide, and have been identified by the City's Pavement Management System (Exhibit 1) as high priority streets for rehabilitation. The roadway pavement identified for repair has deteriorated due to weather, age, and heavy usage. The improvements include removal and replacement of failed concrete pavement; asphalt pavement reconstruction; and replacement of damaged concrete curbs, gutters, sidewalks, cross gutters, and curbs ramps. Once completed, these improvements will enhance the ride quality, surface drainage, and appearance of the neighborhoods. A Notice Inviting Bids was advertised on February 27 and 26, 2015, and bids were opened on March 19, 2015, The following is a summary of the bid invitations made and the bids received: 23A -1 Contract Award For Residential Street Repair Fiscal Years 2013 -2014 & 2014 -2015 May 5, 2015 Page 2 Contractor Participation Data Santa Ana contractors receiving notices 15 Contractors requesting bidding documents 7 Bids received 3 Bids received from Santa Ana contractors 0 Bid Results Summary RANK BIDDER'S NAME LOCATION BID 1 Excel Paving Company Long Beach $1,254,010 2 R.J. Noble Company Orange $1,370,200 3 Sully - Miller Contracting Co. Brea $1,527,158 A total of three bids were received and all were deemed responsive. Excel Paving Company submitted the lowest responsive bid in the amount of $1,254,010, which is consistent with the engineer's estimate of $1,438,280. Therefore, staff recommends award of this contract to Excel Paving Company. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy B (equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe, and aesthetically pleasing for all users), and Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment Plan - e.g., neighborhood streets, traffic improvements, etc.). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. 2015 -29 will be filed for this project. In addition, a Certification of Categorical Exclusion and Statutory Worksheet have been prepared in accordance with the National Environmental Policy Act. 23A -2 Contract Award For Residential Street Repair Fiscal Years 2013 -2014 & 2014 -2015 May 5, 2015 Page 3 FISCAL IMPACT The Project Cost Analysis has estimated project expenditures to be $1,567,511, which the construction contract, construction administration, survey and inspection, as contingencies. Community Development Block Grant (CDBG) Funds are budgeted in 14 -7516 and 15 -7514 in the following accounts: Project Account 14 -7516 135 -18 -783 -66220 CDBG 15 -7514 135 -18 -783 -66220 CDBG f \�JA d(I //-J-- --- 'Fred Mousavipour Executive Director Public Works Agency II m m KdIly Reen rs (-J ive 7 1� Execut ctor U Community Development Agency FM /EWG /ET Exhibits: 1. Location Map 2. Cost Analysis 3. Construction Contract includes well as projects APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez /qR Executive Director "Cl Finance & Management Services Agency 23A -3 23A -4 ]JIF z l 9Q C, al Lu Cc, - - - -J WALNUT ST z Ld co J ° ^_1 1 w _ I 0 __H12HLAN0 S 4 BROOK_ST - RESIDENTIAL STREET REPAIR EXHIBIT 1 SANTA ANA CITY COUNCIL P 23A -5 ti PAGE 1OF1 23A -6 COST ANALYSIS PROJECT NOS. 14 -7516 & 15 -7514: RESIDENTIAL STREET REPAIR FISCAL YEARS 2013- 2014 AND 2014 -2015 Exhibit 2 23A -7 23A -8 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO. 14 -7516 AND 15 -7514 RESIDENTIAL STREET REPAIR 13/14 & 14/15 This CONSTRUCTION CONTRACT is made and entered into this 5th day of May 2015, by and between the CITY OF SANTA ANA, CALIFORNIA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter referred to as "CITY" and Palp, Inc. DBA Excel Paving Company, hereinafter referred to as "CONTRACTOR". WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 1. CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Project No. 14 -7516 and 15 -7514, Residential Street Repair FY 13/14 & 14/15 identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents," as defined by the Standard Specifications for Public Works Construction and which include the following: • ...Notice Inviting Bids • ..Instructions to Bidders • ..Bid Proposal • ..Bid Bond • ...Contract Forms • ...Contract Bonds • ..General Provisions ...Special Provisions ...Technical Provisions ...Project Plans • ...Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Constriction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete Project No. 14 -7516 and 15 -7514, Residential Street Repair FY 13/14 & 14/15 the sum total amount not to exceed $1,379,411, as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A ". The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City Page 1 of Exhibit 3 23A -9 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT N0, 14 -7516 AND 15 -7514 RESIDENTIAL STREET REPAIR 13/14 & 14/15 does not expressly or by implication agree that the actual amount of work will correspond . therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. 4. CONTRACTOR agrees to complete the Project No. 14 -7516 and 15 -7514, Residential Street Repair FY 13/14 & 14/15 within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A ") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. 5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the Project No. 14 -7516 and 15 -7514, Residential Street Repair FY 13/14 & 14/15 a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law, CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100 %) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hrmdred Percent (100 %) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond equal to at least ten (10 %) percent of the final Contract price or $1,000, whichever is greater (Warranty Bond). 7, CONTRACTOR shall, upon project completion as a condition of project acceptance, furnish a Warranty Payment and Performance bond to be approved by the CITY, in the amount of Twenty -Five Percent (25 %) of the Contract price, to warrant the work done under said Contract Agreement against material or quality defects for a period of one year after acceptance by the AGENCY. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. // Page 2 of 3 23A -10 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO, 14-7516 AND 15-7514 RESIDENTIAL STREET REPAIR 13/14 &:14/15 IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney.,. BI a Stoick sistralt City Attoruey CITY OF SANTA ANA DAVID CAVAZOS City Manager RECOMMENDED FOR APPROVAL: Fred Mousavillour, P,E Executive Director, Public Works Agency CONTRACTOR: Palp, Inc. DBA Excel Paving Company By Title:_ Q)7L4:r Page 3 of 3 23A -11 MAYOR Miguel A. Puiido MAYOR PRO TEM Vincent F. Sarmiento COUNCILMEMBERS Angelloa Amezcua. P. David Bsnavides Michele Martinez Roman Rayne Sal Tlnajorn March 10, 2015 CITY OF SANTA ANA PUBLIC WORKS AGENCY 20 Civic Center Plaza M•36 o P,O. Box 1988 M•36 Santa Ana, California 92702 www.santa•ana.org CITY MANAGER David Cavazos CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria D. Hulzar N $11 a , SUBJECT: PROJECT NOS. 14 -7516 and 15 -7514: RESIDENTIAL STREET REPAIR FY 13114 & 14/15 The following changes and clarifications have been made to Specifications for the subject project: 5aecifi0tians 1. Pagel 0, Add section 7 -2.1 General: 7.2.1 GENERAL Add the following to this subsection: Prime contractor and all sub - contractors shall register with the Department of Industrial Relations (DIR) and pay an initial nonrefundable fee prior to bid submittal, All contract documents are subject to compliance monitoring and enforcement by the DIR. The City will require that bidders including all their subcontractor's registration numbers in their bid packet. A bid shall not be accepted nor any contract or subcontract entered into without proof of the contractor or subcontractor's current DIR registration to perform public work. 2. Page 10, Add to Section 7 -2.2 Prevailing Wage: The following subsection: Contractor Is aware of the requirements of California Labor Code Section 1720, et seq., and 1770,et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. [INSERT "If" OR "SINCE" AS APPROPRIATE] the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and [INSERT "IF" OR "SINCE" AS APPROPRIATE] the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide SANTA ANA CITY COUNCIL Miguel A. Puiido ! Sommlero I VmcenlRS.onianlo i Mlohan MaNmz ! Am@dfoa AmeeNa i P. DaNd eenaNdea I Roman Rayna Mayor 1 Mayor Pro Tom, Word 6 Ward Ward Wards Ward ! Ward MI'did.f6teanaana nm I ^�p6tgrn/atsanla.aa6„Qrg I Wermlenlo@15enla ana ors I odwrorezftsamamnaora P:4meirmaAsanlaana a4 paeneNUes(6tsaMaana om RR _A@ J. 23A -12 Contractor With a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement, Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed. to execute the Services available to Interested parties upon request; and shall post copies at the Contractor's principal Place of busiriess and at the project site. Contractor shall defend, indemnify and hold. the City, Its elected officials, officers, employees and agents free and harmless from any. Claim or liability arising out of any failure or alleged failure to damply with the.PreVailing Wage Lows; 3. Page BP 4 of 16, Replace with the attached page BP 4 of 15. Add Department of Industrial Relations ([)I R) registration number and expiration data 4. Page BP i of 15: Replace with the attached page RP 7 o 15. Add Department of Industrial Relations (DIR) registration number and expiration date. 5, Appendix G: Replace entire Appendix G with the attached Appendix G. Federal Wage Rate has been updated. All other terms and conditions remain the same. FOR THEM Y OF SAIq-T ANA Edwin "William" Ga z, P,E. City Engineer SANTA ANA CITY COUNCIL MlyuelA. Mild. ,sarTtnajetb vineaeuP. $Nml¢nte M100 Mftnex I ArNellm AmeaWa I RDgMa MINiodw 'i Roman R?na Mayor blayo�Aro T¢m, Werd6 I WaM1 I Watc2 I wwvl) WcvJ4 WBVd Mpulitlo�SanEa�ane. @a t S'Yin51 ®to(�50111e•eita br& I V:Sarmlanldbsanlb.ana oYU ` Mwninogoo ntb•ano:ora 1 411t senlsana ng I 013anaNtl fianla -0IYLLolA kltevnoQOS9 xvn.'.n. 23A -13 CITY OF SANTA ANA PROJ. NO, 14 -7516 AND 15 -7514 PROPOSAL ADDENDUM NO. ONE PROJECT NO. 14 -7516 AND 15 -7514 MA1tCH IQ 2015 RESIDENTIAL STREET REPAIR FY 13/14 & 14/15 CONTRACTOR'S LICENSING STATEMENT The undersigned contractor, or corporate officer, declares under penalty of perjury that the following is true and correct. Expiration Date Contractor's Name: PW. INC. DDk EXCEL PAVING Business Address: LUNG BEACH, CA 90806 Business E -Mail Address: Telephone: (562) 699 -5841 )AA . State Contractor's License No. and Class: STAT €. LIC. 6NO59 W License Expiration Date:�i 1�Ila Department of Industrial Relatlon(DIR) Registration No.: 1 WM0?)55 ) Department of Industrial Relation(DIR) 4 Expiration Dater 201 EM Title: C,P, rPgn pl, PRESInlll BP -4 of 15 23A -14 CITY OF SANTA ANA PROJ, NO, 14- 7516 AND 15 -7514 PROPOSAL ADDENDUM NO, ONE PROJECT NO. 14 -7516 AND 15 -7514 MARCH 10, 2015 RESIDENTIAL STREET REPAIR FY 13/14 & 14/15 LIST OF SUB - CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount; o Streets, highways including bridge projects; %% of the bid or $10,000, whichever Is greater o Buildings, parks, or other projects; ii %of the bid Expiration Date BIDDER proposes to subcontract certain portions of the work to the firms listed below: NAME NAME LOCATION LOCATION PHONE PHONE TYPE OF WORK TYPE OF WORK LICENSE # LICENSE # DIR # & EXP. DATE DIR # & EXP. DATE AMOUNT $ AMOUNTS NAME LOCATION PHONE TYPE OF WORK LICENSE # DIR # & EXP. DATE AMOUNT "$ NAME LOCATION PHONE TYPE OF WORK LICENSE # DIR # & EXP. DATE AMOUNT$ ►1•INTA; LOCATION PHONE TYPE OF WORK LICENSE # DIR If & EXP. DATE AMOUNT $ ►�115; LOCATION PHONE TYPE OF WORK LICENSE If DIR # & EXP. DATE AMOUNT$ NAME LOCATION PHONE TYPE OF WORK LICENSE # DIR # & EXP, DATE AMOUNT $ NAME LOCATION PHONE TYPE OF WORK LICENSE # DIR # & EXP, DATE AMOUNTS Signature of Bidder C,P, RNJN Pk;rVS {uEF1Y BP -7 of 15 23A -15 CITY OF SANTA ANA PROPOSAL PROJECT NO, 14 -7516 AND 15 -7514 RESIDENTIAL STREET REPAIR FY 13/14 & 14/15 BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA INC-013A FROM: OW RAWNG 99 REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Description Quantity Unit Unit Price Amount 1 Mobilization 1. LS $ $ 4(m- t((5U0 2 Unclassified Excavation* 300 Cy $ $ 14 - si sili� 3 Remove PCC Pavement* 6,400 CY $ $ qe- 301W 4 Crushed Misscellaneous Base (CMB)* 100 TN $ $ (,�.a(y�J u °..F so(c -r 5 AC Pavement* 6,500 TN $ $ (01.- q n wo ._ 6 Pavement Fabric 38,500 SY $ $ is 7 Furnish, Place and Grade CTB 4" 4,300 CY $ b6, — $ Imulm- 8 Construct PCC Cross Gutter (T =6 ") 600 SF $ $ I :�'° 4c�su 9 ---- Construct PCC Curb Ramp 1,300 SF $ $ q 10 Construct PCC Driveway Approach (T =6 ") 750 SF $ �` ${-n qUu 11 Construct PCC Sidewalk 4,000 SF $ $ 12 Construct PCC Curb and Gutter (Type A -2 -6) 30 LF $ tae $ L91 BP -1 of 15 23A -16 CITY OF SANTA ANA PROPOSAL PROJECT NO. 14 -7516 AND 15 -7514 RESIDENTIAL STREET REPAIR FY 13/14 & 14/15 Item Description Quantity Unit Unit Price Amount 13 Construct FCC Curb only(B -1) 450 LF $) 14 Grind FCC 50 LF $ r $ 15 Adjust Manhole Frameand Coverto Grade 25 EA $ $ ra(9aJ7 16 Furnish and install Water Valve Frame and Cover to Grade 15 EA $ $ 17 Signing and Striping 1 LS 18 Root Shave 30 EA $1 � $�1 19 T construction Signs 1q EA $ $ 22�k0 TOTAL BID ('T0. s The lowest BIDDER shall be selected on based on the lowest responsible total bid. The City reserves the right to award the Base Bid, and any, all, or none of the add - alternate bid items (if any). The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3 -2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within seventy 70 working days after the commencement date stated in the Notice to Proceed, The bidder also proposes to commence construction of the Work within ten 10 days after issuance of a Notice to Proceed, and to continue in a diligent and workman -like manner without interruption, and to complete the construction thereof within the time specified above, The liquidated damages amount in lieu of the amount specified in Subsection 6 -9 of the Standard Specifications, shall be $3,400 per calendar day. NUBIA Name of Firm L ?0W VnAA0A — Signature of BIDDER Title C,P- 8R0YJt!, PA E SiP. ENT (if an individual, so state) BP -2 of 15 23A -17 CITY OF SANTA ANA PROPOSAL PROJECT NO. 14 -7516 AND 15 -7514 RESIDENTIAL STREET REPAIR FY 13/14 & 14/15 BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he /she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, that the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies under penalty of perjury that the foregoing is true and correct. PALR INUBA Name of Firm p FMNG G O~ Signature of BIDDER CR. Title C P. F?„ vr{ €i fib{ F -- (if an individual, so state) (If a firm or co- partnership, state the firm name and give the names of all individual co- partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) BP -3 of 15 23A -18 CITY OF SAWA ANA PROPOSAL PROJECT NO, 14 -7516 AND 15 -7514 RESIDENTIAL STREET REPAIR FY 13/14 & 14/15 CONTRACTOR'S LICENSING STATEMENT The undersigned contractor, or corporate officer, declares under penalty of perjury that the following is true and correct. FAQ IBC. CBA EXCEL PAVING C Contractors Name: Business Address: O BEACH, CA 90&06 Business E -Mail Address: Telephone: _562)599 -5641 State Contractor's License No. and Class: STATE LIC. 609659 W License Expiration Date: 'i ��11. lot to Signed: Title: C.P� SROVJN! P?EISMENT BP -4 of 15 23A -19 CITY OF SANTA ANA PROPOSAL PROJECT NO. 14 -7516 AND 15 -7514 RESIDENTIAL STREET REPAIR FY 13/14 & 14/15 OWNERSHIP AFFIDAVIT STATE OF CALIFORNIA ) COUNTY OF ORANGE )SS; CITY OF SANTA ANA ) C. P. aFJ{i NN ,being duly sworn, deposes and says: "E'S1'OENi- ❑ INDIVIDUAL That he /she is the party making the foregoing proposal: El PARTNERSHIP That he /she Is a member of the co- partnership firm designated as: -- and who has been and is duly vested with the authority to make and execute Instruments forthe co- partnership by: constitute the other members of the co- partnership. VCORPORATION Thathelsof: PRIMDENT a corporation which Is making the foregoing proposal: [-]JOINT VENTURE That he Is of: one of the parties making the foregoing proposal as a Joint venture, and the he /she has been and is duly vested with the authority to execute instruments for an on behalf of the parties making said bid who are: that such a bid is genuine and not collusive or sham, and has not in any manner sought by collusion to secure any advantage against the City of Santa Ana or any person interested in the proposed contract, for himself or any other person. PRESIDENT Signature of BIDDER Subscribed and sworn to before me this W 1 9 -1015Jay of 20 Signature of off ic Administering Oath (Notary Public) C. PHILLIPS Cory N1d96177 N ^r� { •^ Notary Public 4elitoo, K Lc5 ANGF Ea cDtN1'Y tidy Comm. Eapo-es out.25,'LOis gP -50£15 yv 23A -20 CITY OF SANTA ANA PROPOSAL PROJECT NO. 14 -7516 AND 15 -7514 RESIDENTIAL STREET REPAIR FY 13/14 & 14/15 LIST OF SUB - CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: • Streets, highways Including bridge projects: Y,% of the bid or $10,000, whichever is greater • Buildings, parks, or other projects: Y,% of the bid BIDDER proposes to subcontract certain portions of the work to the firms listed below: NAME cc)V& LOCATION PHONE __Okp TYPE OF WORK t LICENSE # t AMOUNTS NAME LOCATIC PHONE TYPE OF LICENSE AMOUN NAME _ LOCATION _ PHONE TYPE OF WORK – -- — LICENSE # AMOUNT$ ^_ NAME LOCATION PHONE TYPE OF WORK LICENSE # AMOUNT$ NAME LOCATION PHONE TYPE OF WORK LICENSE # AMOUNT$ NAME _ LOCATION PHONE _ TYPE OF WORK LICENSE # AMOUNT$ NAME _ LOCATION PHONE TYPE OF WORK LICENSE # AMOUNT $ NAME _ LOCATION _ PHONE _ TYPE OF WORK LICENSE # AMOUNT$ c. P. BitiixY - PRESIDENT Signature of Bidder BP -7 of 15 23A -21 CITY OF SANTA ANA PROPOSAL PROJECT NO. 14 -7516 AND 15 -7514 RESIDENTIAL STREET REPAIR FY 13/14 & 14/15 REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which BIDDER has performed similar work within the past three years. 1. &D �W" 116 LID /(NPC 44 �lil0 Name and Address of Owner. A AMejA YMOLV i 0ai �`� 3�oq Name and Telephone Number of e son amili r with project. ` I,�a�1 t � Vane if to tU 1,4 Contract Amount Type of Work `� Date Completed 2. Q,�, a W1 � +� 'A Name and Address of owner. Name and Telephone Number o person familiar with project. `� GsjP3'U p r Sr _.. ... {aJUly Contract Amount Type of Work Date Completed Name and Address of owner. Name an Telephone Number of person familiar with project. 1 ()°14 0-12 6vL &!�- 44 t Contract Amount Type of Work Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. BP -8 of 15 23A -22 CITY OF SANTA ANA PROPOSAL PROJECT NO. 14 -7516 AND 15 -7514 RESIDENTIAL STREET REPAIR FY 13/14 & 14/15 ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed street rehabilitation, and concrete work in the past 5 years. �o 1. 2. 3. Name and Address of Owner. Name and Telephone Number of person familiar with project. Contract Amount Type of Work Name and Address of owner. Name and Telephone Number of person familiar with project. Date Completed Contract Amount Type of Work Date Completed Name and Address of owner. Name and Telephone Number of person familiar with project. Contract Amount Type of Work Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. �8 BP -9 of 15 23A -23 CITY OF SANTA ANA PROPOSAL PROJECT NO, 14 -7516 AND 15 -7514 RESIDENTIAL STREET REPAIR FY 13/14 & 14/15 NON- COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) in accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non - collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non - collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. C.P. BROWN Signed Lt a Pi? "M SIDENT State of California County of i�nye t aiL 'I kg��i5 Subscribed and sworn to (or affirmed) before me on this iR day of 20_, by C.P� 8 OMIN , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Sig Lure G. Phillips, NotaryptibIle Notary Public Seal C PHILLIPS It EQ�piresOCC2s , zo18 BP- 10of15 23A -24 CITY OF SANTA ANA PROPOSAL PROJECT NO. 14 -7516 AND 15 -7514 RESIDENTIAL STREET REPAIR FY 13/14 & 14/15 NON -DISCRIMINATION CERTIFICATE The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows; 1. 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 /she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his /her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non - compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance BP -11 of 15 23A -25 CITY OF SANTA ANA PROPOSAL PROJECT NO. 14 -7516 AND 15 -7514 RESIDENTIAL STREET REPAIR FY 13/14 & 14/15 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. S. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: t. P; a ^ Jr ?cR - ArrE"T PALP INURA Firm: fa°CEII R8a >dFBf:. -: a W Date: g4Q 1 u wis BP -12 of 15 23A -26 CITY OF SANTA ANA PROPOSAL PROJECT NO. 14 -7516 AND 15 -7514 RESIDENTIAL STREET REPAIR FY 13/14 & 14/15 STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: 1. Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or funds in each craft or trade in which he /she employs journeymen or apprentices on the public work, in the same amount or upon the same basis and in the same manner as the other contractors, except contractors not signatory to the trust agreement shall pay a like amount to the California Apprenticeship Council. Signed: _ (�-T .j Title: C °P. 3 ?V1N? 0�ME E NI PALP WCARA Firm:aAAr Date: MM 19 211 BP -I3 of 15 23A -27 CITY OF SANTA ANA PROPOSAL PROJECT NO. 14 -7516 AND 15 -7514 RESIDENTIAL STREET REPAIR FY 13/14 & 1.4/15 STATEMENT REGARDING "ANTI- KICKBACK" REQUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti- Kickback" Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CFR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction or repair of public work, to give up any part of the compensation to which he /she is otherwise entitled. Signed: C.I f R `eJP?, ME&DENT Title: P , I, Firm: EMEL PAVING C WA f Date: MAR 19 8,15 BP -14 of 15 23A -28 CITY OF SANTA ANA PROPOSAL PROJECT NO. 14 -7516 AND 15 -7514 RESIDENTIAL STREET REPAIR FY 13114 & 14/15 PUBLIC CONTRACT CODE SECTION 10162 QUESTIONAIRE In conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No Y If the answer is yes, explain the circumstances in the following space. C'' `r' BP -15 of 15 23A -29 CITY OF SANTA ANA PROPOSAL PROJECT NO, 14 -7516 AND 15 -7514 RESIDENTIAL STREET REPAIR FY 13/14 & 14115 KNOW ALL MEN BY THESE PRESENTS that, PALP Inc. dba Excel Pavina Company , as BIDDER, and Federal Insurance Company , as SURETY, are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY, In the penal sum of Ten percent of the total amount of the bid Dollars ($ 10% 1, which is ten percent (10%) of the total amount bid by BIDDER to AGENCY for the above- stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONpiT[ON$ OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above- stated project, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER In the manner and time specified, then this obligation shall be null and void, otherwise R shall remain in full force and effect in favor of AGENCY. IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seal this 16th day of March , 2016 . BIDDER" PALP Inc, dba Excel SURETY* 0 "F- N", "I;2VDENT sworn to before me Signature: Long Beach, CA 90806 Warren, NJ 07059 Notary Public in and forthe County of State of this day of *Provide BIDDER/ SURETY name, address, and telephone number and the name, title, address, and telephone number of authorized representative. BP -6 of 15 23A -30 A Notary Public or other Officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness, accuracy, or validity of that document. ACKNOWLEDGMENT State of California County of Orange ) On 03/16/2015 before me, Debra Swanson, Notary Public (insert name and title of the officer) personally appeared,, Douglas A. Rapp who proved to me on the basis of satisfactory evidence to be the person(ig) whose name($) is4F& subscribed to the within instrument and acknowledged to me that he(elte/fhey executed the same in hisAieN# eelr authorized capacity(**, and that by h1sA494tgeir signature(it) on the instrument the person($'), or the entity upon behalf of which the person($) acted, executed the instrument, I certify under PENALTY OF PERJURY underthe laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seat. °` < DEBRA SWANSON t a ` GOMM. # 1997119 .� ��g NOTARVPUBLIGCALIFORNIA+� �� % "'n ORANGE COUNTY ply cgrmcwco- M19Y CCMM. EXP. HOV 10, 2016 Signatures k7�aCt�an l! (Seal) 23A -31 .-.� �hD�� POWER Federal Insurance Company Attn: Surety Department OF Vigilant Insurance Company 15 Mountain View Road Surety ATTORNEY Pacific Indemnity Company Warren, NJ 07059 Know All by These Presents, That FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANT INSURANCE COMPANY, a New York corporation, and PACIFIC INDEMNITY COMPANY a Wisconsin corporation, do each hereby constitute and appoint Douglas A. Rapp and Timothy D. Rapp of Aliso Viejo, Calitlornia ..... ----------------------------------------------------- each as their true and lawful Attarl in- Fact to execute under such designation In their names and to affix their corporate seals to and deliver for and on their behalf as surety mansion or otherwise, bonds and undertakings and other writings obligatory In the nature thereof (other than ball bonds) given or executed in the course of business, and any instruments amending or offering the same, and consents to the moditication or alteration of any Instrument referred loin said bonds or obligations. In Witness Whereof, said FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporate seals on this 16th day of December, 2011. Kenneth, Assistant Secretary :N.hl., r., Vice President STATE OF NEW JERSEY as. County of Somerset On this 16th day of December, 2011 before me, a Notary Pubno of New Jersey, personally came Kenneth C. Worst, to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY, the companies which executed the foregoing Power of Attorney, and the said Kenneth C, Wendel, being by me duly swoon, did depose and say that he Is Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof, that the seals affxed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By. Laws of said Companies; and that he signed said Power of Attorney as Assistant Secretary of said Companies by like authority; and that he la acquainted with David a Norris, Jr., and knows him to be Vice President of said Companies; And that the signature of David B. Norris, Jr., subscribed to said Power of Attorney Is In the genuine handwriting of David B. Norte, Jr., and was thereto subscribed by authi of said By- Laws and In deponent's presence. Notarial Seal ApF KATHERINE 1. ADELAAR NOTARY WU6UC OF NEW 1FRSF1 y btPRV�y Nn,2376665 �� —�--- r Commildl Eupinea July iA, 20i4 Notary Public JEQ'ca CERTIFICATION Extract from the By. Laws of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY: "All powers of attorney for and on behalf of the Company may and shall be executed In the name and on behalf of the Company, either by the Chairman or the President or a Vice President or an Assistant VIM President, Jointly with the Secretary or an Assistant Secretary, under their respective designations. The signature of such officers may be engraved, printed or lithographed. The signature or each of the following officers, Chairman, President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any cendflM a relating thereto appointing Assistant Secretaries or Attorneys -in- Foot for purposes only of executing and standing bonds and undertakings and other writings obligatory in the nature thereof, and any such power of attorney or cerlirsete bearing such facsimile signature or facsimile seat shall be valid and binding upon the Company and any such power so executed and 0enifed by even facsimile signature and facalmlle seal shall be volld and binding upon the Company with respect to any bond of undartaking to which It Is attached " I, Kenneth C. Wendel, Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY (the "Companies ") d0 hereby certify that f) the foregoing extract of the By. Laws of the Companies Is true and Correct, (fl) ins Companies are duly licensed and authorized to transact surety business In all 50 of the United States of America and the District of Columbia and are authorized by the U.S. Treasury Department; further, Federal and Vigilant are licensed In Puerto Rico and the U.S, Virgin Islands, and Federal Is licensed in American Samoa, Guam, and each of the Provinces of Canada except Prince Edward Island; and (III) the foregoing Power of Attorney is true, correct and In full force and effect. Given under my hand and seals of said Companies at Warren, NJ this 16th day of March, 2015. yyodr ,srop i NEW n dYA - O 1/.w� r✓ AHP ; Kenneth C. Woos], Assistant Secretary IN THE EVENT YOU WISH TO NOTIFY US OF A CLAIM, VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER, PLEASE CONTACT US AT ADDRESS LISTED ABOVE, OR BY Telephone (908) 903. 3493 Fax (908) E03- 3666 e -mail' surety@chulab corn Form 15.10.02259- U (Ed. S- 03) CONSENT 23A -32 CALIFORNIA ALL-PURPOSE ACKNOWLEDOMENT CML CODE § 1189 A notary public or other officer completing this cerfifieate verities only the Identity of the Individual who signed the document to which this certificate Is attached, and not the truthfulness, accuracy, or validity of Mat document. State of California ) Countyof Los Angeles ) On MAR 19 2015 before me, C. Phillips, Notary Public Date Here Insert Name and Title of the Officer personally appeared C. P. Brown Names) of Signer(s) who proved to me on the basis of satisfactory evidence. to be the person(O whose namee) is/2M subscribed to the within instrument and acknowledged to me that he/ahattfvay executed the same in his4wf1# #*authorized capacity(ies), and that by hls/MOUe* signatures) on the instrument the person($), or the entity jupon behalf of which the person(s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. =N1 Signature MYLOS 5gna of Notary Public Comm Place Notary Seal Above OPTIONAL Though this section is optional, completing this Information can deter alteration of the document or fraudulent reattachment of this form to an unintended document, Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer - Title(s): �,___, _ El Partner — El Limited ❑ General ❑ Individual ❑ Attorney in Fact 0 Trustee ❑ Guardian or Conservator n Other. Signer Is Representing: Signer's Name: • Corporate Officer — Title(s): • Partner — ❑ Limited 0 General • Individual ❑ Attorney in Fact • Trustee 11 Guardian or Conservator ❑ Other: Signer Is Representing: L� C_,a a 01. �.ZG rY vtv.. ✓'. wSL .c — [.,. st �tuS� 4� n . ^3.x.,4 v Q0., .n4.< 5 _... ntLifl 23A -33 tfpm,, PDA P.O. BOX 16M EXCEL PAVING COMPANY LANG BEAC,K CA 9,NW19 ?562 56 . A GENERAL. ENC3 G OD Ct?Oft VAX 162.69L :1481 STATE N✓IN A. . 'AES0i:a1' ON DECLA&tNO OFFICERS .OP PALP, INC. DEA EXCEL PAVING COLv11PANy The undersigned, Curtis P. Brown, as the sole sharohoadet and the sole, member of The Board ofDirectora of PALP. *a a Corporation or. ender" I ' '�ne�al Corporation Law of California,' does by this written consent take the following action and• adopt thb following resolutions: Resolved, the following Officers oftlie Corporation are hereby.elected to solve in the of slows sot forth after their respective names o8tebtive as Ofe�a tiori hereof wjth their respective terms to continue until their successors are duly elected and qualifted . Curtis P. Brown, Jr; President and Chieflaxecutive Offices wtisP.13rown1Ti Vi Ci oepmsident *d,,CbiefOperating,Officer Bruce L. Flat Vice President and Chief Rilaucial Oiiicer, 14rcia S. Miller Secretary Michele E. DrakWich Assiatant Secretary The consent is executed pursuant.to Section 30 7(B) and 603 oftlie Corporation Code of the State of California and the, By -Laws of this Corporation, which authociae the toihig ta of action by Tee Board ofD* irectors hrid Shareholders by unanimous consent without a meeting. Dated.: May 13, 2013 A Curtis +P. Brown, Jr. Shareh der And Sole Director dry F Bonding AOnt: Contact: Surety: insumnae Cirriar: Contaot: Rapp :Sui®ty Sprviceb 120 Vaatis Ave, Suite 300 .Aliso Viejo; Ca 92656 Offide: (94'9) 540 -6770 Fax: (9.49) 540 -6771 Dou0lao A. R'00p Fedora Insum' nos Cony y C40.. surky.p e.. 23xFd f`i=ipPueroa Sliest 23 FPocir Los Arolos. CA 0001 i P.O. . Box me L*y A"00i CA WOW127 The VW00 ltctt Coffioany t7fies PArk PPaza Suits 400 . Irvine CA s2e74 Wtllism woodltch c)MOO: ( g) 55a oepo 23A -36 P ITEVIQf S IO.,i3 (t;E113RENCLS• W3 Contractor's Nwnc; Pal p Ino. DBA.Excel Naving.,Co Projecp Nntne; Santa Monice;Transit Parkway Project Project Description: Underground,,.Retaining Walls; FWy; on Ramps, A/C Pave, Sidewalk, Curb &'Gutter, Signalization,. Landscaping, Storm Drain Impvts, .Sewer, Water And Retaining Wall Location: F'r'om 405 f vey, To Beverly Hills City Limit, Los Angeles Construction Value: $34,455,152.00 Date of Completion: 11/05 General Contractor Information: Palp Inc. DBA E#ce1 Paving Company Contact: Bruce rlatt Phone: 562/599 -5841 Fax: 562/5914485 Ov✓tter Information: City of Los Angeles Contact: Carl Nelson Phone: 213/485 -4474 Pax: 213/485 -4836 23A -37 Contractor's Name: Project Name., Project Description: IIREVIOIIR8 JOB kJTI,?R,I-'N(%r8 PS Palo Inc. 699 excel Paving CO. Phiseli Container r Yard Expansion, ier T Container Yard Pirking Wt Expansion, Storm Drain 1`inpvfs.Sewerand Water Location: Pier .T,.Wq8 Beach, CA Construction Value., $21,703,834.0'0 Date of Completion: 10/07 General Contractor Information: Up Inc. DI3A Excel Paving Company Contact: Bruce Flatt Phone: 562/599-5841: Fax: 562/591 -74$5 Owner Information: Contact: Phone: Fax: The Port of Long Beach Gary CArdemone 5621590-4172 562/901m1732 23A-38 OREV-1609 JOB CtC:C'I:It13N'C L-$ #7 Contractor's Name: Palo Inc: DBA Excel l'avatrg Co. Project Name; Highland Avenue Widening Project Description:, iRedesign o Highland Ave. and Adjacent Streets, A 'Sionn Drain Cmpvts, Location: Niglilarid Ave, @'F"ranklin Ave., City .of Los.Angeles Construction Value; $2, 754,889.UU Date of Completion: 11109 General Contractor Information'. Palo I.he, DBA Excel Paving Company Contact: Bruce Flau Phone; 563/599 -5841 Fax.: 562/591 -7485 Owner Information: Contact: Phone: 1'ax: City of Los Angeles Steve Chen 213/485 -4516 213/485 -4838 23A -39 EXCEL JOB #4703 I'rgjcct Nazmc: l.. ricaPl iun Cierocr;. I)wrier ( "onlart r1r•chilecl ar• lara NORTH AlR 'GARAXGR LONG BEACH AIRPORT CITY OF LONG: RAMP d current plionc ntiurlier); A,, SEOI.AK 50/00 =2623 Arclzitect or Engineer Contact (nanie and,current plzonc number): C:oustruction Njanager• (tianze and current phone number); 1Description of project, Scope of VE'ork Performed: . S' Total Value o.f Couscruction (ityclud'iug chnrzge ordcz•s); X5,490,564,00 Clrigirzal Scheduled Completiolz l7.ate, 1112011 Tirnr Cxtensions Granted (nun b6r'o.filtils): N/A A,6(wd date trt'C::ornplefion: 11/201.1 23A -40 ENCEL JOB #4713 I'rulcct 1'anu`: I.LECTRIC,AVE,,.STORM DRAIN SPEC. ,SD10()I I c'jsatiuti: ELECTRIC AVE, 6II'Y OP SEAL BEACH (ltcn�•r:._.. C____ --ITY Og SEAL BEACH v- thrn4i` (.'rmtact (mire rtud currear plroue n.euarbirir _ DAVID SPITZ 562/43' -252 7 :lrrliite.cl <n• G lrcdtit'ect or I' ?n•gineer Contact (na'nte;And,.cut-rent phone dumber): MnR dn, vTNG 54gL753-M.9 f:onstr uctian VCanager (#sane and current Phone number).; _. DAVI1i SPITZ 5'62/431 -25,2j EXT,.133I 17escription of Droject, Soopeod'i'Nor^I<Perfo.rsa,�rt. "' ''i'r'e of c :onslruction (Including elannge orders): $'1,868,473.00 (.)rigiirial SrtPteduled Cotnpdetion Chute, JUNE 2011 4'iiuc ltisl'ensftrus <_rrxrtt'cd (number o'( days); N/A AActund I)ad:e ol'(,;orrrplt'di,orr:_ JUNE 2011 23A -41 EXCEL JOB #1,868 1' +!!tu•:. . 050 PARKWAY :STORM GRAIN IMPROVEMENTS., I tir;rtiuri: _osO PARKWAY & COUNTRY CLUB DRICdE, MISSION, VIE JO CITY OF MISSION VIEJO (iit'ncr Comao t"suur and curreiit phoge numb.er):� _ ___ �,^ RICH SC11LE'SINGCR P.E. 94,9/470- 30.79 :lrcliite'cl ur P.ngineerc CITi' OP PtTSSION VIEJ AS ABOVE Architect ria° B':nr ineer Contact ("ante and current pho'pe number).i � Const'rucd'iun Manger (name and cur CI1T OF MISSION V 7escript'i0" of roject, Scope of Work UPQRAll, „ E STORM RAIN.SYSTEM'13Y 11 phone,nutgtber): AS AH.,OVE. ed:. BOX INTO A fotai \'aloe oi`C'ottstrvcdon (including Change orders): g - - _.34,.1 Origiira) SClfedulecl C'onIpIce(:iodt pate;, DECEMBER ,20.1.1 ilarte[; xtetisinuS (�rant.ed,(ntuta bet- ofdays): NONE llCtual Date ui C:unthk;fioat :. NOVEMBER 2011 23A -42 rXCLI, JOB +4796 S CREET REHABILITATION PROJECT THOUSAN BLVD. OAKS PlI )jvctl tithe; LAWRENCE DR'IVE'A14D TELLER ROAD C,14,2' r.oi•ufiint:_... ..... .. f9r+'ncr: ..:__CITY OR THOUSAND nAUC <hrnor <:'omacl.(namc and current phone .number): -- nent t nv -' kris /4G9�44G7 :+�rchilct<',I ur Engineer: WILLDAN Architect or E,fagincer Contact (name and current phone number _. Rn Yeniniu� unman.: �' Construction rvfanager (name and current phone number)., MTVra nrrn...... .. Description of" 1.'roject, S'cop, of Work Performed;. T �� MAJOR REMOVE REPLAC'MUT 0i ASPHALT,ON THOUSAND, OAK'S BLVD. WITH' RHbi'' VERLAY COLD 'PLANE & COLD IN PLACE RECYCLING ON LAWRENCE DRIVE AND TELI ER ,A1i1A`1 OVERLAY 7,00 al VAIUC Of'COnstrUCtion (incrndingChfln'gePrder'S): �'� >053,015.00 Original S'(Ilheduled COrnpletion 'r.)atr.:. r`inzc Extt nsioos Granted (nuzizber of days) :. N/A Actwo Oslie of C:'isrupl el'iou: 5/19/11 23A -43 IeXGLL JOI$ +1475! PPOject Name•: CEDAR SANA1 OF ST•PC I.ticatiun: LOS ANCEMLS, -CA (l +t it -or: (a3llAl2 SANAI (!ta'rle r ('cinlarl (1rams' and cual eu1 pll,ol)c. number): 41ev..: nn r�rcbifcrt br F.ng;incer: PLANNING A5SOCTATES, INC. Archltecl oi• I'ngirleer Contact (name and current phone nurnber): MfINOCK 818/487- -,6761 Construction ,manager (panic and current phone number): L►C801ption of Pr•ojeci; Scope of Work Performed: UUNI 49TE AND VotaI V'l1ue(rdCaln$tructi0ll (fncludillgclinoge 7B'ders); $1,100,000.00 CYrigi'nal Scheduled Completion Oatc: 6/2011, 1•inle L:SPeljsioI1S C .'rallf'e'd (nallrii.m, of (la7;s):. N/A .•tctu,11 J)'at'., of C'unlplel'iull: 6/2011 23A -44 t.X( {;}, JOR 04696 I'rlrai +.'c'( Nadi(-: TRAGIC I0/108/11.4%,11,7 6 12.4'. TMIgOBEPTIiNTS' I.qc °7tFian: I1Q_ R }BARD.; .VERNO M, _ CA ftr +ncr *('onu +c'd (n intr ;tnd currenLphone tiumber);� NO. 90:t3G1 -0040 :irchilecd ua I:rrindcr: I,XLSON. S COMPANY Arch 100 or E ngincer (' Pnda'CI (narii(, And current pone number); 1 09 806 -8 00 (:ortsrrucflon ;Manager (name and currep( IIRY,LIM 909/806 -8000 phone number). Clescrip(ioi Or project Scope of lF'ork herform ecl: RENOVAL AND REPLACI;M &NT OF ASP1ALT 1\El_, d� liars , AND CONCRETE INSTALLATION OF 'Colal \'x Cue crf'C;oustructinu (ittcluciin:� cli:ittge orders): $916,740.00 0rrgrnal ,. elleclrrled Conipletioai DA(e: 9109 3'iiue i �Ceitsinns (;eanted (nnuibcr pl'A i,ps'�; N/A actrtul Da to of ('omlyiedion: 9'/— 23A -45 4943 4945 4946 Job # 4948 4951 4952 4953 4954 4955 4957 4958 4959 4960 4961 4962 4963 4964 4965 4966 4967 4968 4970 4971 4972 4973 4974 4975 4976 4978 4979 4980 4961 4982 4983 4984 4985 4986 4987 4988 4990 4991 4992 4993 4994 4995 4996 4997 ST18IG IMPRV BONITA AV:MT SAC $A HIS RELIEF PRGM:SANTA ANA LAX 7800 WORLD WAY:LOS ANGELES MT, SAN ANTONIO COLLEGE SANTA ANA UNIFIED SCHOOL DISTR ALCORN FENCE WORK EXPERIENCE 2 -28 -13 OPEN JOBS Project Deecrlptlon FRED DRIVE SEWER IMPRV:CYPRESS W. LOS ANGELES AVESIMI VALLEY ANNL CAPE SEAL R- 6922:LONG BCH STUDEBAKER RD:DWNYINOR /CERR STORM DRAIN CDS:NEWPORT BCHI CAHUENGAIHUSTON:LOS ANGELES 2011112 ST REHAB:HAWAI IAN GRNS TEMP PATCH -MAIN ST:SANTA MON MISC PAVING R /R:NEWPORT BEACH SO REGION H /S:SAN PEDRO PARKING LOT PAVE:CULVERCITY JEROME PARK IMPRV:SANTA ANA RUNWAY 71J25R IMPRV R688213. 12 RES SLURRY SEALCULVER CTY MYRA AVE STORM DRAIRCYPRESS PKG LOT CODE GOMP:WEST COVINA PAVEMENT IMPR MILLIKEN HS:L.B, SAFE RTE -LOS SERRANOS:CHINO HL TRENCH PATCHED LIFE SCI:IRV 68TH ST. E/S PAVING:LOS ANGLS COMMONWEI.TH AV RECON:FULLERTON USC CAMPUS-34TH ST:LOS ANGELES NORTH H/S PAVING:TORRANCE FAIRWAY DR REHAB:CFIINC HILLS GETTY CNTR VISITOR EXP:LOS AND PAVING PKG -1 EDWARDS WY:IRVINE SPRING STREET PARK:LOS ANGELES DISNEYLAND HLTH GNTR:ANAHEIM OFF SITE IMPRV•PLAY:CUL CTYKA 33RD ST ALLEY RIR:SIGNAL HILL POLA BERTH 302305:LOS ANGELES OCEAN BLV AC REHAB HD8046:1-6 BNSF EASTERN AVE:COMMERCE VENTURA BL, PKG LOT R /R:OXNARD PKG LOT REHARNEWPORT BEACH HARBOR BLVD IMPRV:GARDEN GROVE BERTH 121126 POLA:POLA ROCKY POINT RD:PALOS VERDES ES BROOKHURST /ELLIS:FOUNTAIN VLY HOLLYWOOD BLVD GRND:LS ANGELES SAN NICOLAS DR;NFWPORT BEACH ANAHEIMIZIMENO:LONG BEACH CENTRAL AVE +STS:GLENDALE 20Th ST STORM DRAINOOSTA MESA 579,776 100.0% 579,762 99,9% 299 4,830 100.0% 23A -46 WORK BACKLOG 1,140,830 185 18,066 478 5,506 56,045 6,131 3,447,803 3,659 13,267 1,339 268 14,821 339,114 21,655 30,319 811,008 2,928,146 546 538,402 1,171,277 219,700 3,139 3,452 6,949,779 272,167 PROJECT NAME EST. FINAL WORK CONTRACT COMPL, CITY OF CYPRESS 56,509 100.0% CITY OF SIMI VALLEY 1,866,579 38.8% CITY OF LONG BEACH 3,000 100,0% STEINY & COMPANY 81,076 100.0% CITY OF NEWPORT BEACH 291,082 99.91/. SEGO CORP 79,158 100.0% CITY OF HAWAIIAN GARDENS 303,465 100.000% CALEX ENGINEERING 7,162 100,0 °% CITY OF NEWPORT BEACH 631,200 999 °!° CWS SYSTEMS, INC. 3,495 100.0% GHA ENTERPRISES, INC. 113,793 952% SANTA ANA, CITY OF 801,571 93,0% CITY OF LONG BEACH 1,473,687 99.6% PAVEMENT COATINGS CO, 39,656 100.0% CITY OF CYPRESS 3,473,099 0.7% FOOTHILL TRANSIT 51,472 100.0% LONG BEACH UNIFIED SCHOOL DIST 377,149 100.0 ^ ^% CITY OF CHINO HILLS 691,728 100.000% RUDOLPH & SLETTEN, INC. 41,879 913% DAVISREED CONSTRUCTION ING 16,000 26.3% CITY OF FULLERTON 865,779 99,8% HATHAWAY DINWIDDIE CONSTRUCI'10 196,065 999% TORRANCE UNIFIED 80HOOL DIST 83,953 82,3% CITY OF CHINO HILLS 66,102 100.0° HATHAWAY DINWIDDIE CONSTRUCTIO 341,178 03% RUDOLPH & SLETTEN, ING, 200,000 89,2% ENVIRONMENTAL CONSTRUCTION INC 211,000 65.6% W.E. O'NEIL CONSTRUCTION CO. 18,563 100.0% PLAYA CAPITAL CO 897,475 9.6% CITY OF SIGNAL HILL 4,257 100,01/0 DYNALECTRIC 3,189,000 8.2% PORT OF LONG BEACH 366,096 999% BURLINGTON NORTHERN SANTA FE 693,906 22,4% SWINERTON BUILDERS 133,683 100,0% DINWIDDIE CONSTRUCTION COMPANY 38,950 100.0% CITY OF GARDEN GROVE 1,286,113 8.9% CUPERTINO ELECTRIC, INC, 219,700 0,0% CITY OF PALO$ VERDES ESTATES 6,435 100.0 ° °% HARGIS & ASSOCIATES 5,472 100.0% BALI CONSTRUCTION 26,382 100,0% BALI CONSTRUCTION 35,725 90.3% O'DUFFY CONSTRUCTION 2,500 100.0% CITY OF GLENDALE 7,658,431 9.3% CITY OF COSTA MESA 275,639 1.3% 23A -46 WORK BACKLOG 1,140,830 185 18,066 478 5,506 56,045 6,131 3,447,803 3,659 13,267 1,339 268 14,821 339,114 21,655 30,319 811,008 2,928,146 546 538,402 1,171,277 219,700 3,139 3,452 6,949,779 272,167 Job 4508 4567 4639 4692 4703 4728 4748 4751 4780 4791 4793 4797 4798 4808 4809 4811 4815 4818 4832 4834 4840 4841 4645 4847 4849 4650 4851 4854 4855 4856 4859 4862 4863 4854 4865 4867 4868 4869 4873 4875 4876 4878 4679 4880 4882 4884 4885 4886 WORK EXPERIENCE ProJoct Deacriptlon ALVARADO TRANSIT CORRIDOR: LANKERSHIMIVARIOUS LOC:LA 41NTERSECTIONS:LB & LKWD CENTINELALA TIJERAILA CIENEGA: AIRCARRIER RAMP:LB ARPRT R6777 WILSHIREIBEVERLY:BEVERLY HILLS 90TH ST EAST PALMDALE:LA CO PW CEDARS SINAI MC:LOSANGELES BELLFLOWERIVICTORY:ADELANTO KATELLA /LEX BASE:LOB ALAMITOS NO AIR CARRIER RAMP:LB R -5858 CITYWIDE AC REHAB:LAGUNA HILLS THOUS OAKS/LWRNC/TLR:THOUS OKS ANDRE AV RDWY IMPRV:LOMITA TUSTIN STIMEATS:ORANGE USC NO SCI BLDGLOS ANGELES WESTMINSTER BLVD:HARGIS PARAMOUNT BLVD:LONG BEACH 15TH ST, PCLLANCASTER SUNNY HILLS H /S:FULLERTON UHSD PARK AVE ST SCAPE:SAN FERNANDO ANNUAL RDWY RESURF:DANA POINT ROSE BOWUPASADENA LAX - UNDRGRND CONST:LOS ANGELES PKG LOT WILSHIRE TEMPLE:LA SOKA UNIV PKG LOT:ALISO VIEJO YWCA OFFSITE IMPRV- OLIVE:LA ARCADIA HIS (BALI):ARCADIA FIBER OPTIC SIGNAL SYS:GRDN OR FAIRMONT AVE:GLENDALE CERRITOS AVE IMPRV:SIGNAL HILL ST, MAINT FY12 PHI:SAN CLEMNTE KAISER SUNSET BLVD:LOS ANGELES AC TRENCH PTCH -EDGE DEV:LB ARP REDQND AVE POST OFFICE:LNG BCH 11 PAVEMENT PII:CULVER CITY STORM DRN /IMPRV:MISSION VIEJO COLLEGE PARK EAST:SEAL BEACH NEW DOCK ST T.I..:LONG BEACH MEDIAN -LKWD BLVD /ASHWORTH:LKWD USC CAMPUS:LOS ANGELES NAVY GOLF COURSE:CYPRES S67003 US ARMY ENGR- POLB,LONG BEACH UNN ENKT OAKS BLVD:AGOURA HILL HUMPHREYS ELEM SCH:LOS ANGELES USC:LOS ANGELES GAGE MIDDLE SCHOOL:HUNTNGTN PK SOUTHEAST MIDDL SCHOOL:SO GATE 11.30 -12 CLOSED JOBS PROJECT NAME LA COMMUNITY REDEVELOPMENT AGY LA COMMUNITY REDEVELOPMENT AGY THE BOEING COMPANY PLAYA CAPITAL CO CITY OF LONG BEACH TISHMAN CONSTRUCTION CORP, LOS ANGELES COUNTY DEPARTMENT HATHAWAY DINWIDDIE CONSTRUCTIO BALI CONSTRUCTION J.I. GARCIA CONSTRUCTION CITY OF LONG BEACH CITY OF LAGUNA HILLS CIO THOUSAND OAKS CITY OF LOMITA CITY OF ORANGE HATHAWAY DINWIDDIE CONSTRUCTIO HARGIS & ASSOCIATES CAL - CARTAGE PCL CONSTRUCTION SERVICES FULLERTON UNION HIGH SCHL DIST CITY OF SAN FERNANDO CITY OF DANA POINT PCL CONSTRUCTION SERVICES UNDERGROUND CONSTRUCTION CAMBRIDGE CONST MGMNT, INC, MCCARTHY PACIFIC DIVISION PCL CONSTRUCTION SERVICES BAU CONSTRUCTION FISK/POWERCO ELECTRIC ELF.CTRO CONSTRUCTION CITY OFSIGNAL HILL CITY OF SAN CLEMENTE PCL CONSTRUCTION SERVICES EDGE DEVELOPMENT INC. MANSFIELD GAS EQUIP, SYSTEMS CITY OF CULVER CITY CITY OF MISSION VIEJO CHARLES KING COMPANY W.W.STEPHENSON CO., INC. LINCOLN PACIFIC BUILDERS HATHAWAY DINWIDDIE CONSTRUCTIO NAVY REGION SOUTHWEST, MWR MANSON CONSTRUCTION CO. SWINERTON BUILDERS SUTTLES PLUMBING B &I EQUIPMENT B &I EQUIPMENT B & I EQUIPMENT 23A -47 Final Contract Amount 2,306,872 1,389,061 1,356,388 1 5,577,629 773,028 1,471,165 1,116,679 187,382 493,077 4,279,952 1,533,303 3,058,015 1,358,418 1,411,371 385,669 1 97,526 5,309 606,360 735,126 1,555,986 52,741 286,847 358,087 105,275 3,750 195,022 64,571 215,270 682,453 14,217 79,115 1,395 791,519 385,268 497,542 25,394 6,112 5,623 7,999 105,883 3,595 2,195 1,995 10,625 6,095 Job # 4240 4242 4508 4567 4598 4611 4649 4681 4703 4735 4761 4762 4793 4796 4798 4802 4813 4818 4824 4825 4829 4835 4838 4842 4845 4849 4854 4856 4860 4862 4667 4870 4872 4881 4863 4887 4890 4891 4892 4897 4898 4904 4907 4908 4910 4914 4915 4916 WORK EXPERIENCE 11 -30 -12 OPEN JOBS Project Description CALTRANS LINCOLN:07- 1660U4 CHANDLER/LANKERSHIM:0108099 ALVARADO TRANSIT CORRIDOR: LANKERSHINIVARIOUS LOC;LA CHEVIOTHILLS;LA 0113689 USC ST IMPROVEMENT105 ANGELES SUNNYMEAD BLVD:MORENO VALLEY ARBOR VITAE ST.:L.A. CA 15478 AIRCARRIER RAMP;LB ARPRT 86777 PIER 0 RAILYARD:POLB HD -7565 2ND ST, REHAB:LONG BCH R -6846 BROADWAYI3RD:LONG BEACH NO AIR CARRIER RAMP:LB R-6868 MOODYNLY VIEW STORM DRN:CYPRS THOUS OAKS /LWRNCITLR:THOUS OKS PIER G (LT.S.):LONG BEACH LB WTR DPT VAR LOGLB WD 18 -10 PARAMOUNT BLVD:LONG BEACH EUCLID /GARDEN OR BLVD:GARDN GR APPIAN WAY IMPRVLNG BCH R6689 SHORELINE DR- FLTIRON.:LONG BCH GETTY CBNTBRAHATHAWAY:CENT CTY FY2010/11 ST,REHAR;SIMIVLY PKG LOT- SUNSET:WEST HOLLYWOOD ROSE BOWL:PASADENA PKG LOT WILSHIRE TEMPLE:LA ARCADIA HIS (BALI):ARCADIA OCEAN PARK BLVD:SANTA MONICA VLY REGION HS;GRNDA HL 0119370 ST. MAINT FY12 PHI:SAN CLFMNTE 11 PAVEMENT PII:CULVER CITY VAR LOC PVNG /SW RR:SNTA MONICA BISONICALIF ST (BALI):IRVINE GETTY CENTER:CENTURY CITY PKG - STEWART ST.:SANTA MONICA SUNSET BLVD:LOS ANGELES CAHUENGA BLVD:L,A, E6000935 MIRA COSTA H /S:MANHATTAN BEACH SCHOOLWOOD SLOPE R/R:LA HABRA BUENA VISTA /VAN OWEN:BURBANK VAR STS SKIN PATCH:PICO RIVERA UCLA CAMPUS:LOS ANGELES STRM DRNAWTR LN PIER E;LNG BCH BEE CYN ACCESS RD AC:000NTY OR ALLEY PAVING ELKGRV AVE:VENICE ALLEY PAVEMENT P5HA8:WHITTIER TRENCH DRN PIER T:L.B, HD7905 FAIRFAX HIS PHII:LOS ANGELES PROJECT NAME CALTRANS CITY OF LOS ANGELES -DPW LA COMMUNITY REDEVELOPMENT AGY LA COMMUNITY REDEVELOPMENT AGY CITY OF LOS ANGELES -DPW UNIVERSITY OF SOUTHERN CALIF. C/O MORENO VALLEY CITY OF LOS ANGELES -DPW CITY OF LONG BEACH PORT OF LONG BEACH CITY OF LONG BEACH C.T.& K INC. CITY OF LONG BEACH CITY OF CYPRESS CIO THOUSAND OAKS I.T.S. LONG BEACH WATER DEPARTMENT CAL - CARTAGE CITY OF GARDEN GROVE CITY OF LONG BEACH FLATIRON ELECTRIC GROUP, INC. HATHAWAY DINWIDDIE CONSTRUCTIO CITY OF SIMI VALLEY CITY OF WEST HOLLYWOOD PCL CONSTRUCTION SERVICES CAMBRIDGE CONTT MGMNT, INC. BALI CONSTRUCTION CITY OF SANTA MONICA CITY OF LOS ANGELES -DPW CITY OF SAN CLEMENTE CITY OF CULVER CITY CITY OF SANTA MONICA BALI CONSTRUCTION HATHAWAY DINWIDDIE CONSTRUCTIO HATHAWAY DINWIDDIE CONSTRUCTIO HATHAWAY DINWIDDIE CONSTRUCTIO CITY OF LOS ANGELES -DPW BERNARDS BUILDERS CITY OF LA HABRA CITY OF BURBANK MANHOLE ADJUSTING INC BALI CONSTRUCTION MANSON CONSTRUCTION CO, ORANGE COUNTY WASTE It RECYCLNG MIKE ROVNER CONSTRUCTION INC. WHITTIER UTILITY AUTHORITY PORT OF LONG BEACH MCCARTHY PACIFIC DIVISION 23A -48 EST. FINAL CONTRACT 13,495,540 5,421,529 2,308,872 1,369,061 942,953 2,344,924 2,578,945 2,183,604 6,577,629 35,097,682 1,822,864 75,230 4,279,952 2,077,539 3,058,015 177,169 3,203,547 97,626 1,017,584 669,774 239,100 65,237 671,515 127,507 52,741 286,847 3,760 3,514,907 226,614 682,453 701,519 5,092,751 8,300 118,714 349,000 27,307 2,015,218 330,292 86,310 685,369 124,267 3,950 1,305,996 985,998 215,979 366,334 272,535 92,000 WORK COMPL. 1000% 100.0% 99.9% 1000% 999% 99.8% 100.0% 100.0% 100.0% 99.9% 100.0% 1004% 99.9% 100.0% 100.0% 98,5% 842% 100.0% 100.0% '100.0% 6.5% 100.0% 99.9% 100.0% 100.0% 100.0% 100.0% 91.5% 100.0% 100.0 °k 100.0% 99.3° 0.0% 100.0% 92.5% 1000% 73.5% 0.2% 100,0% 31.2% 100.0% 1000% 1.5% 100,0% 100,0% 100.0% 99,1% 100.0% 4981 OFF SITE IMFRV- PLAY:CUL CTYILA PLAYA CAPITAL CO 897,475 0.8 °% 4983 POLA BERTH 302- 305:LOS ANGELES DYNALECTRIC 3,189,000 0.6% 4984 OCEAN BLV AC REHAB HD8046:LB PORT OF LONG BEACH 371,810 2,0% 4985 BNSF EASTERN AVE:COMMERCE BURLINGTON NORTHERN SANTA FE 539,945 0.0% Job # 4986 4987 4988 4989 4990 4991 4992 4093 4994 4995 4996 WORK EXPERIENCE 11.30.12 OPEN JOBS Project Description VENTURA BL, PKG LOT RIR:OXNARD PKG LOT REHAB:NEWPORT BEACH HARBOR BLVD IMPRV:GARDEN GROVE VAR LOO SUMMITIPARK:LAGUNA BCH BERTH 121 -126 POLA:POLA ROCKY POINT RD:PALOS VERDES ES BROOKHURST /ELLIS:FOUNTAIN VLY HOLLYWOOD BLVD GRND:LS ANGELES SAN NICOLAS DR:NEWPORT BEACH ANAHEIM/ZIMENO:LONG BEACH CENTRAL AVE +STS:GLENDALE PROJECT NAME SWINERTON BUILDERS DINWIDDIE CONSTRUCTION COMPANY CITY OF GARDEN GROVE CITY OF LAGUNA BEACH CUPERTINO ELECTRIC, INC. CITY OF PALOS VERDES ESTATES HARGIS & ASSOCIATES BALI CONSTRUCTION BALI CONSTRUCTION O DUFFY CONSTRUCTION CITY OF GLENDALE 23A -49 EST, FINAL CONTRACT 134,734 38,950 1,256,113 16,550 219,700 6,435 5,472 26,382 4,875 2,500 7,563,759 a�0 WORK COMPL. 100.0% 100.0% 0.6% 100.0% 0.0% 99.9% 100.0% 100.0% 73.8% 100.0% 0.3% Job # 4850 4692 .4040 4860 4875 4639 4707 4751 4'791 4811 4832 4847 4850 4663 4065 4.873 4876 4876 4879 4880 4082 4985 4886 4688 4889 6893 4894 4896 4899 4900 4901 4780 4808 4748 4808 4902 4918 4029 WORK EXPERIENCE Project DeshrTptl6n CERRITCIS:AVE IMPRV:SIGNAL HILL CENTINELALgTUCRA(LA CIENEGA: PARK'AVE ST SCAPE:SAN FERNANDO FIBER OPTIC SIGNAL SYS:GRDN GR MEDIAN4.01) BLVDIASHWORTHAKWD 4.I1NITERSECTION418 & LKWO KATELLAILEX POEM ALAMITOS QS,C NO 8 C BLDG.-LOS ANGELES 15tH ST, POL:LANCASTER . SW UNIVPKG LOT:ALISO VIEJO KAISER SUNSET SLVD:LOS ANGELES REDONO AVE POST OFFICE:LNG BCH NEW DOCK ST T.L.:LONG BEACH C US CAMPUS:LOSANGELES . NAVY GOLF COURSE:CYPRES 587003 68 ARMY ENGR- POLB;LONG BEACH UNN BNICT OAKSSLVD:AGOURA HILL HUMPHREYS ELEM SCH:LOS ANGELES GAGE MIDDLE SCHOOL:HUNTNGTN PK SOUTHEAST MIDDL SCHOOLED GATE WHITE MIDDLE 8CHOOL:CARSON NARBONNE 111S:HAR60R CITY ROBERT BYRD WS:SUN VALLEY SOUTH GATE HIS:SOUTH GATE AC'SERM RIP-MAINT YD:CULVER CT 32i119 -ENVRN CONST:SIGNAL HL CROWLEY TENANT SP PIER D:L K DUCASSEALLEY(MPT):LOS ANGELES ST EAST PALMDALE:LA CO PW 389TERMINALWAY:TERM ISLAND REPLACE AC -VAR LOC:PASADENA DENNYS ON PCH:LONG BEACH 5.81 -12 CLOSED JOB s PROJECTNAME CITY OFSIGNAL HILL PLAYA CAPITAL CO CITY OFSMFERNANDO FIB KA?OWERCO EL.ECTRI C LINCOLN.-PACIFIC BUILDERS THEBOEINGCOMPANY: CITV:OF LAGUNA HILLS HATHAWAY DINWIDDIE GMSTRUCTIO J;L(TI4RCIACONSTRUCTION HATHAWAYDINWIDDIE CONSTRUCTIO. PCL.00NSTRU,CTION SERVICES UNDERG.ROggo CONSTRUCTION MCOARTHY PACIFIC DIVISION PCL CONSTRUCTION SERVICES MANSFIELD %G EQUIP, SYSTEMS W.W,BTEPHENSON CO., INC. HATHAWAY DINWIDpIG C%STRUCTIO NAVY REGION SOUTHWEST, MWR MANSON CONSTRUCTION, CO. SWINERTON BUILDERS SUTTLES PLUMBING B.& I EQUIPMENT B & I EQUIPMENT 0 0 EQUIPMENT B & 1 EQUIPMENT . B &I EQUIPMENT 8 8, I EQUIPMENT CONDON-JOHNSON &ASSOC. ENVIRONMENTAL OONST. GROUP ENVIRONMENTAL CONST.GROUP MPT FAMILY PARTNERS. BALI CONSTRUCTION . CITY OF LOMITA LOS ANGELES; COUNTY DEPARTMENT CITY OF.ORANGE, - SEASIDE TRANSPORTATION SERVICE CB RICHARD ELUS CCS.CONSTRUCTION,. 23A -50 215,«70. 1 735.126 195+022 6,912 1;356;350 ` 1;533;3,03' fr116,879 493`077 $85,659 5;309 1 358,087 14,217 1,395 25,394' 5,623 7,999 105,805 3,595 '2,195 10,025 8;085 4;895 6,995 5,675 4,244 1,675 6,142 5,450 19;407 ,187,362 1;350,418; 1,471,185 1,41.1,371 2,295 34,947 ,2,800 4859 COLLEGE PARK FAST:SEAL BEACH CHARLES KING COMPANY' 47041 68.1% 152,814 4870 VAR LOO PVNGISWRR:SNIAMONICA CITY OF SANTA MONICA - '.5,OS3,4B8 35.B% $,243,385 4672 BISON7CALIF ST (BALIPIRVINE BALI CONSTRUCTION 8,300• 0,07° 8,300 , WORK EXPERIENCE 2.20.12 OPEN JOBS Uwd # - Project Nsctipli4o PROJECT NAME . Est: FINAL Y. V pal( WORK . CONTRACT COMPL BACKLOG 4873 NEW DOCK ST T'.I..:LONG BEACH WA STEPHENSOIJ'CO., INC, 25;394 1(0:0% 4875 MEbIAN- LKWU'BLVD7ASHWORTH:LKWQ 'LINCOLN PACIFIC BUILDERS 5,122 Iob.p% 4881 GETTYCENTER:CENTURYCITY HATHAWAYDINIODIECON.STRUCTIO 115;000 7.1% 106,876 4883 PKG- STEWARTsf : :SANTAMONICA HATHAWAY DININIDDIE:CONSTRUCTIq 260,000 37 °k. 260,471 4884 USC:LOSANGELES B &I EQUIPMENT 1,995 b,0 /p 1,995 4886 SOUTN*T mlb6L SCHOOL:SO GATE B & I EQUIPMENT 5,095 100.0% 4887 SUNSET BLVI):LOS'ANGELES HATHAWAY'.DINWIDDIECONSTRUCTItl 2730,7 88:0% .qpg 488B 'WHITE MIDDLE SOHOOL:CARSON B & I EQUIPMENT 4,895 100.0 °h 4899 NAR60NNE W.HARBOR 0ITV 6 & I EQUIPMENT 6,995 '100.07° 4890 CAHUERGABLVD;L.q,E'6tl00935 CITY OFLOSANGELES.UPW 1,897,987 1,3 °% 1,872,550 4691 MIRA COSTA HIS:MANHATTAN BEACH BERHARDS'BUILDERS 330,292 0,2% 329,747 • 4892 SCHOQLWODD SLOPE RIR:LA HABRA CITY OF LA HABRA' 85,3111 89.0°/a 43 4895 BO(•.SA &RIVIERA:SEALBEACH CITY OFSEALBEACH 38,324 99.2% 305 4897 `'BUENAVISTANANOWEN:BURBANK CITY O,FBURBANK 69877 1,2% 847,293 4898 VAR STS SKIN- PATCH:PICO RIVERA MANHOLE ADJUSTING INC 124',267 3.8% 119,409 4902 3S9 TERMINAL •WAY:TERMISLAND SEASIDETRANSPORTATIONSERVICE 2,295 100.0% 4903 GRND /OVRLAYROVALAVE:SIMIVLY CHARLES KING COMPANY 128,459 0.4.7° 1127,090 4904 UCLA CAMPU5;LOS ANGELES BALI CONSTRUCTION 3,950 100.0 %° 4905 GUARD RAIL IMPROVS:LAOUNA BCH CITY OF LAGUNA BEACHI 92,400 1,0% 90,740 4906 SCE SRV CNTR BERMIRAMPS:FULRTN PATRIOT ENVIRONMENTAL SERVICES 13,789 2.2% 13,461 4907 STRM DRWWrR',LN PIER B:LNG BCH. MANSON CONSTRUCTION CO. 1,305,990 0:7% 11297,435 4908 BEE CYN ACCESS RDAC:COUNTY OR ORANGE COUNTY WASTE & RECYCLNG 4 77,300 0.60% 972,075 4909 PORTOLAlSAND QANYON:IRVINE CORRPRO COMPANIES 2,68,5 100,0% 4910 ALLEY PAVING ELKGRVAVE:VENICE MIKE ROVNERCONSTRUCTIONINC. 216,979 73.5% 57,174 4911 W.ESTCHESTER 141405 ANGELES B & I.EQUIPMFNT 23,844 20,8% 18,862 4912 ARBORILAMPSON RESURRSEAL BCH CITY OF SEAL BEACH 72,452 0,604 72,097 4913 BERMS @SCE BAKEPRKWY:IRVINE AMERICAN NTEGRATED SERVICES 93,703 19.9% 10,975 414 ALLEY PAVEMENT'REHA8:WHITTIER WHITTIERUTILITYAUTHORITY 340,000 q6° /,, 330,114 4915 TRENCHDRNPIER T:L.8;HD7905 PORT OF LONG BEACH 233,612 0,6% 232,197 23A -51 WORD EXPERIENCE 1114041 OPEN JOBS Job p Projactl9okilpBon 4240 CALTRANS UNCOLN0746601.14 4242 OHANDLERAANKERSHIM:C108099 4506 ALVARADO TRANSIT CORRIDOR: 4667 LANKERSHIMWARIOUS L061A 4596 CHEVIOTHILLSIA 0113689 461T USOSTIMPROVEMENVLOSANGELES 4639 41NTERSECTIONSAB&LKWO 4649 SUNNYMIFAOBLVD:MORENOVALLEY 4681 ARBORVIiAESTAA.O.11W.ff 4692 CENTINELALA TIJERAAA CIENEGA: 4703' AIRCARRIERRAMPILBARPRTRS777 4728 WILSHMEOEVERLY:BEVERLYHILLS 4735 PIER'GRAILYARD:POCBHO.7665 4740 90TH'STEASTPALMDALE:LA00PW 4751 CEDARS SINAI MC :LOS ANGELES 4761 2ND ST: REHARLONG 8614 R-0046 4762 BROADWAY13FIRLONGBEACH' 4780 BELLFLOWERNICTORY:ADELANTO 4791 9ATELUVLEXBA8E105ALAMITOS 4793 HOAR CARRIER RAMP:LBR•6858 4786 MOOOYNLY VIEW STORM DRN:CYPRS 4797. CITYWIDE AO REHARLAGUNA HILLS 4796 T14OUS OAKSA_WRNCITLRTHOUS OKS 4802 PIER G (I.T.S.I:LONG BEACH 4808 ANDRE AV, RDWY IMPRV:LOMITA 4809 TUSTIN ST/MEATS:CRANGE 4811 USCNOSCf6LDG:LOSANGELES 4813 LB WTR DPT VAR LOC:LB WD 18 -10 4815 WESTMINSTERBLVD:HARGIS 4816 . PARAMOUNT BLVD:LONG BEACH 4824 EUCLID7GARDENORBLVD:GARDNOR 4825 APPIAN WAY IMPRV:LNG BCH R6809 4029 SHORELINE DR- FLTIRON.:LONBBCH 4832 15TH ST, PCL:LANCASTER 4034 SU14NY HILLS H /S:FULLERTONUHSD 4835 BETTY CENTER- HATHAWAY:CENT CTY 4838 FY2010111 ST.REHAB:SIMIVLY 4840 PARK AVE ST SCAPE:SAN FERNANDO 4841 ANNUAL RDWY RESURROANA POINT 4642 PKGLOT- SUNSET.WESTHOLLYWOOD 4045 ROSESOWL :PASADENA 4647 LAkUNDRGRNDCONST:LOSANGELES 4849 PKG LOT WILSHIRE TEMPLE:LA 4050 SOKAUNNPKGLOT:ALISOVIEJO 4851 YWCA OFFSITE IMPRV-OLIVE:LA 4864 ARCADIA HIS (BALI)ARCADIA 4866 FIBER OPTIC SIGNAL S YS' GRONGR PiROJEOTNAML' CALTRANS CITY OF LOS ANGELES; UPW LA COMMUNITY'RECIEVELOPMENTAGY LA OOMMIJNITYREDEVELOPMENT AGY CITY OF LOS NiPEL.ES4dPW UNIVERSITY OF SOUTHERN CALIF. THE 06ENG COMPANY C7O'MORENOVALCEY CITY.'O,F LOSANGELES•DPW PLAYA CAPITAL CO CIYYOF,LGNG,BEACH TISHMWN CONSTRUCTION CORP. PORT OFLONGBEAGH LOSANGELES COUNTY DEPARTMENT HATHAWAY DINWIDDIE CONSTRUCTIO CITY OF LONG BEACH C.TAYANC. CITY OF LONO.BFA6k CITY OF CYPRESS CITY of LAGUNA HILLS 010 THOUSAND OAKS I.T.0 CITY OF LOMITA CITY; OF ORANGE HATHAWAY..DINWIDDIE CONSTRUCTIO LONG BEACH WATER DEPARTMENT HARGIS & ASSOCIATES CAL - CARTAGE CITY OF GARDEN GROVE_ CITY OF LONB BEACH FLATIRON ELECTRI6 GROUP, INC. PCI, CONSTRUCTION SERVICES FULLERTON UNION HIGH SCHL DIST HATHAWAY DINWIDDIE DONSTRUCTIO CITY OF SIMI VALLEY CITY OF SAN FERNANDO CITY OF DANA POINT CITY OF WEST HOLLYWOOD PCL CONSTRUCTION SERVICES UNDERGROUND CONSTRUCTION CAMBRIDGE CONST MGMNT, INC. MCCARTHY PACIFIC DIVISION PCL CONSTRUCTION SERVICES BALI CONSTRUCTION FISKIPOWERCO ELECTRIC 23A -52 EST. FINAL 1NORK OdNTRkLor COMPL. 13,485,340 99.4% 5,421,529 t00.Q% 2,308;5,56 97•.656 1,40$,980 899 °� 949;$18 100,0°!° 2,944,828 99.8 °A 1,366,36B 21870,005 9b.1 °6 2,109,066 96.3% 1 OA% 5,677,032' 97.1% 704,600 100:0% 35;281,196 78.9% 1;;474,155' 100.0 °i° 1,116,679 10010% 1,822,864 100.0 °% 711,277, 10D:0 %, 887,362 100.0% 493877 180.0% 4,171203 96:4% 2,077,539. 100.0% 1,533,x03 99,9/; 3;050,015 99,2% . 99,990 10D.0.% 1,358',418 100,0%' 1,441,370 100.0°/0 385,659 99.0% 1,600,000 66,1% 3,489 C.0% 97,526 96.2% 991,701 690,821 100,0% 188,373 0.6 °% 5,309 10D,0% 608,360 97.7% 56,690 23,3%0 668',000 97.6% 736,126 100.0% 1,563,063 100:0% 122257 99.8% 66,297 92.7% 37,950 0,0% 270,830 99.2% 358,087 99.0% 105,042 78.7% 3,760 100,0% 195,022 99.7% WORN BACKLOG 84,228 54,489 2,729 5,778 13T,070 77,251 1 163,316 7,429;662 609 15p,13d 933 2,4,273 6,236 485 608,998 3,489 1,743 1D,X2 167,214 1,913 14,113 43,481 16,254 202 4,039 37,960 2,098 295 22,362 499 WORK. EXPERIENCE UobN ''ProlectDescaptlon 4042 TUDOR- MESTWD REPL 046760,01 4093 .. TRANSIT HUD-SAN FERN VLYA.A 4245 , ...,QMgIEV,*mQOURT:0108109 4302 VERMONTAVE:.E1A#009146 4324 USC,FIGUEROA &JEFFERSON 4328 HIGHLANDAVE:i*109718 4329 .. SUNSET SLVD,.C109716.1 4330 f�A,R00R GATEWAY. LA.049117 4370 AL'AMEDA ST NO SPRG ST 0110421 .4526 LAKlFWOOD•SLVDPH2:DOWNEY .4549 RAMIREZ CANYONJIAUBU 08821 4673 ..ATHERTONSTRMORAIRLB R -6732 4597 WILSHIREIFAIRFAX;LOS ANGELES, 4613 STORM DRAIN PQLUDUST:POL07328 4661 BALSOANICTORYBLVD:LOSANGELS 4661 BIKE ROUTE:LONG'OEACHR -6762 4673 EQUIP RENTAUIBORMAINTiNG BCH 4684 0490VRLY /SFAL:SNTACLARRA 4690 SNSF- POLA:BNSFRIR 4695 NO-STATE COLLEGE -LOT E:FULRTON 4711 CONSTITUTION AVE.:LOSANGELFS 4712 SAN DIMAS. 80AN.DIMAS 20094 4713 ELEOTRIC AVE STRIA DRN:S. SAL BCH 4718 WATERFRONT ST.RLAYA VISTA 4721 KAISER NORMANDIE:HARBORCITY 4722 HARBOR& YAOHT:REDONDO BEACH 4725 CRESENT HGTSIGARDENA:S IGNAL HL 4726 KAISER WA'LNUT:PASADENA 4730 VARIOUS LOCATION S:7 CITIES 4731 SIERRA AVE.:FONTANA 4733 ANNUAL MJR PAVEMENT R47:TUSTIN 66 BNSFWASHIINGT01471NDIANA;VFRNON 4741 RES RD WAY REHAB:FOUNTAIN VLY 4742 ARTCRIALOVERLAY PROJ:WESTLAKE 4746 HARBOR BLVD RECON:FULLERTON 4746 COLLEGE WAYROMONA 4752 LAGUNA ALLEY REHAB:LAGUNA BCH 4766 VAR SITES BIKE TRAILLONG 8014 4757 VARIOUS LOCS:PLAYA VISTAIL.A. 4766 VICTORIA GOLF PKGLOT:CNTYLA 4769 E. FRANOIS AVE:ONTARIO 4764 VAR -WEST LKIAGOURA HLS:VJUAHL 4787 PV DRNORTH:ROLLING HILLS EST 4710 VARIOUS LOC:TOR,EL SEG;MB,RB 4773 MARGUERITE PKWY:MISS ION VIEJO 4775 HAWTHOR14E I-IS STRM DRROVI-ISD I I -SQ -11 CLOSED JOBS PROJECT,- AMB , . FINAL, cokrmG'T TUTOR'SAL19A'PERINI;JV AMOUAIT " 2,419,610 . LOS ANGEL6001O NTYDEPARTMENT 1,472,067 LOS ANGELES COUNTY-DEPARTMENT 3 . LA.000NTY DEPT: PUBLIC WORK¢ CITY OF COS ANGELES' CITY (3F DANEY TORRES CONSiRUCT10N CITY OF LONG BEACH MATT 6ONSTRUCTION CO. PORT OF LONd9EACH CITYOF SANTA FE TOTAL TEAM CONSTRUOTION CITY OF SAN DIMAS CITYOF SEAL BEACH' FLAYA CAPITAL CC KAISER FOUNDATION HEALTH PLAN SRUTOCO ENO CITY OF SIGNAL HILL KAISER FOUNDATION HEALTH PLAN CORRPRO'COMPANIES, MCCARTHY PACIFIC DIVISION CITY OF T.USTIN BURLINGTON NORTHERN SANTA FE CITY OF FOUNTAIN VALLEY CITY OF WESTLAKE VILLAGE CITY OF FULLERTON BALI CONSTRUCTION CITY OF LAGUNA BEACH THE BOEING COMPANY PLAYA CAPITAL CO VICO, LLC PATRIOT ENVIRONMENTAL SERVICES CITY OF WESTLAKE VILLAGE ROLLING HILLS ESTATES CORRPRO COMPANIES CITY OF MISSION VIEJO CENTINELA VALLEY UHSD 23A -53 ,77z 1,99 ?,670: 9;584,799 3 »449,309 2,6BB,goS 2;7A3,S63 ?,798,012 2,461,680 396,8`86 ,1,610,888 1,126�A1B 4A17,B16 �.,T33,eai 241,8p7 69,975. , 6,284,863 69;993 15,785 43,060 1,990,$21 1,763,106 9G,OG0 .202,978 . 20,017 2s7;93q 219,461 79,651 49,291 1,160,139 ' 24,164 1,Fi90,698 473,049 696,794 4;740 96L367 27,844 19,768 309,905 7,919 2,047,659 387,669 111,093 783,814 352,000 41 roQ O. GT ON STOZ to ZS ro O R-k Is m 0 4a m i. 0 4J u m I- 41 c 0 U 0 u O O m 23A-54 dIJ n u Ei a. AIM 42 m a) U) z Z! O <1 ID Uz TS J Lui u ><: O at O yO E u Z ® zo z < IL "l 0 tNl d M W wip 9 'd 10 0 m xa � i N S:TT:oHd GT duw SI iZ rim: C N N Ci i V O U mi C J. J Iu 1 h m VI IG @ y m hl O o j v6 c �n o U a� YAM pp •�' 41 ❑ i d Lu ou V� C b J ' C �.. u N J rW E C51 C U1 p, F W u u dp O 23A -55 G M C p w s .mow O V `5 a N 23A-56 EL x Lu Ni 45 0 t 99:11:0d 6T NUN SIOZ zl Jc 6 - -s Q ce 0 u 23A-56 CITY OF SANTA ANA PROJ. N0. 14 -7516 AND 15 -7514 PROPOSAL ADDENDUM NO, ONE PROJECT NO. 1.4-7516 AND 15 -7514 MARCFI 10, 2015 RESIDENTIAL STREET REPAIR FY 13/14 & 14/15 LIST OF SUB - CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: o Streets, highways Including bridge projects: Y:% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: Y: % of the bid Expiration Date BIDDER proposes to subcontract certain portions of the work to the firms listed below: NAME � SAjLLC5�C. NAME LOCATION � VV LOCATION PHONE _ , 2 PHONE TYPE OF WORK (' TYPE pF WORK LICENSE# ' n- LICENSE# DIR # & EXP. DATE QMQQ2zJ ( (D 15DIR If & EXP. DATE AMOUNT$ 1(0D(")9Q- AMOUNTS NAME LOCATION C PHONE a TYPE OF WORK LICENSE # DIR # & EXP. DATE AMOUNT $ NAME LOCATION PHONE TYPE OF WORK LICENSE DIR # & EXP, DATE AMOUNT $ 17-1II_ LOCATION PHONE TYPE OF WORK LICENSE # DIR If & EXP. DATE AMOUNT" $ ( � ' �1� Signature of Bidder C.l', b3J'; ^ {tI ;HcS;CEPIT BP -7 of 15 23A -57 NAME LOCATION PHONE TYPE OF WORK LICENSE# DIR # & EXP. DATE AMOUNT $ ►CPL LOCATION PHONE TYPE OF WORK LICENSE # DIR # & EXP. DATE AMOUNT $ Hk1di1A LOCATION PHONE TYPE OF WORK LICENSE # DIR # & EXP. DATE. AMOUNT $ 23A -58 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE; MAY 5, 2015 TITLE: HISTORIC PROPERTY PRESERVATION AGREEMENTS (STRATEGIC PLAN NOS. 5, 2; 5, 3) CITY MANAdkR RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVER p As Recommended As Amended [J Ordinance on let Reading 0 Ordinance on 2 n Reading 0 Implementing Resolution El Set Public Hearing For Is ei e. k* FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreements with the below- referenced property owners for the identified structures, subject to non - substantive changes approved by the City Manager and City Attorney. Property Owner(s) Historic Address/House Recommended Property Approval Date/ Preservation Vote by HRC A mt. No. Neda Jahangiri & P.J. Jahangiri 2015 -01 2115 North Main Street 4/2/15 (MacFarlane House) 5,0:3 (Hauer, Cclildge, Murashe abstained; Garde absent Neda Jahanglrl & P.J. Jahangiri 201502 2050 North Bush Street 4/2115 (Melton House) 5:0,3 (Bauer, Collidge, Murashe abstained; Garcia absent Terry J. Brandt & Lydia E. Brandt 2015 -03 2454 North Bonnie Brae 4/2/15 (Beyer House) 8:0 Garcia absent David Rance 2015 -04 2130 North Ross Street 4/2/15 (Gregory- Johnson House) 8:0 Garcia absent HISTORIC RESOURCC,§ COMMISSION ACTION On April 2, 2015, the Historic Resources Commission recommended that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreements with the identified property owners for the historic structures, subject to non - substantive changes approved by the City Manager and City Attorney. 25A -1 Mills Act Agreements May 5, 2015 Page 2 r = This action allows for the approval of a Historic Property Preservation Agreement (Mills Act Contract) which provides a potential property tax reduction allowing the property owner to reinvest the tax savings into the maintenance of the historic property (Exhibit A). Additionally, the agreement prevents inappropriate alterations to the historic structures (Exhibits 81 -B4). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal No, 5 Community Health, Livability, Engagement & Sustainability, Objective No, 2 (expand opportunities for conservation and environmental sustainability) and Objective No, 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods), t.t The Historic Property Preservation Agreement will reduce the property tax revenue to the City by an estimated amounts annually noted below, for a period of not less than ten years. HPPA No, 2015 -01 $50,74 to $253,70 HPPA No, 2015 -02 1 $14.32 to $71,60 2115 North Main Street Exhibit B1 2056 North Bush Street Exhibit B2 HPPA No, 2015.03 $135.30 to $676,49 HPPA No. 2015 -04 $74.98 to $374.04 2454 North Bonnie Brae Exhibit B3 2130 North Ross Street I (Exhibit 54) Vlnoe Fregoso, AICP interim Executi -0 ector Planning & Building Agency HS :rb halhistado lnrolmllls act aQraamentsWills Act AQmt% 8.5.1 Uo Exhibit; A. Mills Act Agreement Template B1 -B4. Historic Resources Commission Staff Reports 25A -2 M/CLS ACT AGREEMENT Address Santa Ana, CA 9270x RECORDING REQUESTED BY: City of Santa Ana AND WHEN RECORDED MAIL TO: City of Santa Ana Attn: City Clerk 20 Civic Center Plaza (M -30) Santa Ana, CA 92702 FREE RECORDING GOVERNMENT CODE §6103 HISTORIC PROPERTY PRESERVATION AGREEMENT This agreement ( "Agreement ") is made and entered into this May 5, 2015 by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the of the State of California (hereinafter referred to as "City "), Proper Owner(s) (hereinafter referred to as "Owner "), owners of real property located at Address , Santa Ana, California, 9270_ in the County of Orange and listed on the Santa Ana Register of Historical Properties, RECITALS A. The City Council of the City of Santa Ana is authorized by California Govermnent Code Section 50280 et seq. (known as the "Mills Act") to enter into contracts with Owner of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity. B. The Owner possess fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at Address Santa Ana, CA, 9270_ and more particularly described in Exhibit "A," attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property ". C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code. D. The City and the property Owner, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for the Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. EXHIBIT A ,1- 25A-3 MILLSACTAGREEMENT Address Santa Ana, CA 9270x E. The Owner and the City intend to carry out the purposes of California Govermnent Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 1,9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and the Owner of the Historic Property agree as follows: 1, Effective Date and Terms of Agreement. This Agreement shall be effective and commence on May 5, 2015, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below. 2. Renewal. a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein. b. If the Owner or the City desire(s) in any year not to renew the Agreement, the Owner or City shall serve written notice of nonrenewal of the Agreement on the other party. Unless such notice is served by the Owner to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. C. Within 30 days from receipt of City's notice of nonrenewal, the Owner may file a written protest of City's decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owner of nonrenewal. d. If either the Owner or the City serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply. 3. Standards and Conditions for Historic Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions: 2- 25A -4 MILLSACTAGREEMENT Address SantaAna, CA 9270x a. Owner shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its character- defining features, notably the general architectural form, style, materials, design, scale, proportions, organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. b, All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the riles and regulations of the Office of Historic Preservation of the State of Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit B, and incorporated herein by this reference. The condition of the exterior of the property, as of the effective date of this Agreement, is documented in photographs attached hereto as Exhibit B and incorporated herein by reference. Owners shall continually maintain the Historic Property in the same or better condition as documented in Exhibit C. C. A view corridor enabling the general public to see the Historic Property from the public right -of -way shall be maintained, and Owners shall not be permitted to block the view corridor to the property with any new stricture, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public. d. The following are prohibited: Demolition of the Historic Property or destruction of character- defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission, paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alternations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owners shall allow reasonable periodic examination, by prior appointment, of the interior and exterior of the Historic Property by representatives of the County Assessor, the State Department of Parks and Recreation, the State Board of Equalization, and the City of Santa Ana as may be necessary to determine the Owner's compliance with the terms and provisions of this Agreement. 4. Furnishing of Information. The Owners hereby agree to furnish the City with any and all information requested which may be necessary or advisable to determine compliance with the terns and provisions of this Agreement. -3- 25A-5 MILLS ACT AGREEMENT Address Santa Ana, CA 9270.v 5. Cancellation. a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owners have breached any of the conditions of this Agreement, or have allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owners have failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owners shall pay a cancellation fee to the County Auditor as set forth in Government Code Section 50286. This cancellation fee shall be a percentage (currently set at twelve and one -half (12 ' /2) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the stricture must be replaced, this Agreement shall be canceled because, in effect, the historic value of the stricture will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. c. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition fnistrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Govermnent Code Section 50288. 6. Enforcement of Agreement. a. bi lieu of and /or in addition to any provisions to cancel the Agreement as referenced herein, the City may specifically enforce, or enjoin the breach of, the terns of the Agreement. In the event of a default, under the provisions to cancel the Agreement by the Owners, the City shall give written notice to the Owners by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the Deputy City Manager for Development Services or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (3 0) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by the Owners), then the City may, without further notice, declare a default under the terns of this Agreement and may bring any action necessary to specifically enforce the obligations of the Owners growing out of the terns of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by the Owner or apply for such relief as may be appropriate. b. The City does not waive any claim of default by the Owner if the City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in the City's regulations governing historic properties are available to the City to pursue in the event that there is a breach of this Agreement. No waiver by -4- 25A-6 MILLS ACT AGREEMENT Address Santa Ana, CA 9270x the City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. The Owners hereby subject the Historic Property, located at Address Assessor Parcel Number, A.P. No. , and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants reservations, and restrictions as set forth in this Agreement. b. The City and Owner hereby declare their specific intent that the covenants, reservations and reshictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Owner's successors and assigns in title or interest to the Historic Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, restrictions and reservations are set forth in such contract, deed, or other instr unent. 8. No Compensation. Owners shall not receive any payment from the City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to the Owner as a result of the effect upon the assessed value of the property on the account of the restrictions on the use and preservation of the property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto. City: City of Santa Ana Attn: City Clerk 20 Civic Center Plaza (M -30) Santa Ana, CA 92702 Owners: Property Owner(s) Address Santa Ana, CA 9270_ -5- 25A-7 MILLS ACT AGREEMENT Address SantaAna, CA 9270x 10. General Provisions. a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. b. The Owners agree to and shall indemnify and hold the City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of the Owner or those of his or her contractor, subcontractor, agenda, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property, The Owners hereby agree to and shall defend the City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of the Owner's activities in connection with the Historic Property. C. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not the City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the Agreements, rights, covenants, reservations, and restrictions curtained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. f. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the, remaining provisions, or portions thereof, shall not he effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California. -6- 25A-8 MILLSACTAGREEMENT Address Santa Ana, CA 9270x 11. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange. 12. Notice of the Contract to Office of Historic Preservation. No later than six (6) months of entering into the contract, the owner or agent of an owner shall provide written notice of this Agreement to the Office of Historic Preservation. 13. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto. 14. Effective Date This Agreement shall be effective on the day and year first written above. 15. Signatures. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council Owner Date: Date: APPROVED AS TO FORM: SONIA C VALHO City Atk6riM n By: Attorney DAVID CAVAZOS City Manager By: By: -7- 25A-9 Property Owner(s) Property Owner(s) MILLSACTAGREEMENT Address Santa Ana, CA 9270x Exhibit A LeLm.l Descriintion filed in the Office of the County Recorder of Orange County. Assessor's Parcel Number: A.P. Number -8- 25A -10 3MLS A CT A GAEEMENT Address Santa Ana, CA 92 7O Exhibit B Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S. Secretary of the Interior's Standards for Rehabilitation of Historic Buildings, as follows: Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose. 2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible. 3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged. 4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment. These changes may have acquired significance in their own right, and this significance shall be recognized and respected. 5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a building, structure, or site shall be treated with sensitivity. 6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements fi-om the other buildings or structures. 7. The surface cleaning of strictures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken. 8. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project. 9. Contemporary design for alternations and additions to existing properties shall not be discouraged when such alterations and additions do not destroy significant historical, architectural or cultural material, an such design is compatible with _9_ 25A -11 MILLS ACT AGREEMENT Address Santa Ana, CA 92702 size, scale, color, material and character of the property, neighborhood, or environment. 10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the future, the essential form and integrity of the structure would be unimpaired. -10- 25A -12 MILLS ACT AGREENIENT Address Santa Ana, CA 9270x Exhibit C (photographs attached) Photograph of Property �O Front elevation _11_ 25A -13 25A -14 REQUEST FOR idh2miyl LCXLwff r: a. r - • r x i ice! HISTORIC x COMML%ION SECRETARY APRIL 2, 2015 TITLE: HISTORIC PROPERTY PRESERVATION AGREEMENT NO, 2015 -01 FOR THE PROPERTY LOCATED AT 2115 NORTH MAIN STREET (STRATEGIC PLAN NOS. 5, 2; 5, 3) Prepared by tally Soboleske APPROVED • As Recommended • As Amended • Set Public Hearing For CONTINUED TO Interim Executi e Direct Acting Planning Manager Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached agreement with Neda and PJ Jahangiri, for the Jahangiri Family Trust, property owner, for the structure located at 2115 North Main Street, subject to non - substantive changes approved by the City Manager and City Attorney. Request of Applicant The applicants, Neda and PJ Jahangiri, for the Jahangiri Family Trust, are requesting approval of Historic Property Preservation Agreement No. 2015 -01 (Mills Act) between the property owner and the City of Santa Ana. Property Description The subject property consists of a single -story residential building currently used for office purposes designed in the Bungalow /Craftsman style of architecture located at 2115 North Main Street in the Santa Ana Triangle neighborhood and in the Professional (P) zoning district. Surrounding land uses include commercial to the north and south, commercial and a parking lot for the Bowers Museum to the west, and residential to the east (Exhibit 1). Analysis of the Issues In March 1999, the City Council approved an ordinance authorizing Historic Property Preservation Agreements (HPPA), commonly known as Mills Act contracts, for eligible historic properties. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair and to rehabilitate the property as necessary to maintain its character and appearance. Once recorded, the agreement results in the use of a different valuation method in determining the property's assessed value, thereby resulting in potentially significant property tax savings for the owner. EXHIBIT B1 25A -15 HPPA No, 2015 -01 April 2, 2015 Page 2 One of the eligibility requirements for the Mills Act is that the property must be listed on the Santa Ana Register of Historical Properties. The subject property was placed on the local register as the MacFarlane House and categorized as Contributive in October of 2001 by the Historic Resources Commission (Exhibit 2). Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement (Exhibit 3). Photos of the property are included with the agreement. The benefits of executing this agreement include, but are not limited to, the following: 1. Reduced property tax to allow reinvestment for the long term preservation of the property 2. Allows for a mechanism to provide for property rehabilitation 3. Provides an additional incentive for potential buyers to purchase historic structures 4. Discourages inappropriate alterations to the historic property 5. Provides an opportunity for visual improvement to the physical environment of the community B. Offers additional support and attention for historic districts and historic structures in the City Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). CEQA Compliance In accordance with the California Environmental Quality Act (CEQA), it has been determined that the proposed project is not subject to CEQA. Therefore, no environmental review is required, Ha iy S o el sl<e � ^W Associ e Planner HSJm hs\historlc info \mills act agreements \2115_N_ Main\ 050402 _MIIISActAgmt_2115N Main. hrc Attachments: Exhibit 1 — 500' Radius Map Exhibit 2 — Department of Parks and Recreation Form Exhibit 3 — Mills Act Agreement 25A -16 4419AIMA N�L� HPPA NO. 2015 -01 2115 North Main Street PLANNING AND BUILDING AGENCY EXHIBIT 1 25A -17 NAME MacFarlane House REP. NO, 122 ADDRESS 2115 -2117 North Main Street CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT Circa 1910 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT I N/A NEIGHBORHOOD I N/A NATIONAL REGISTER CRITERIA F'OR EVALOAI "fON I C NATIONAL RECi[S'I'SI2 STATUS CODE I 5S1 Location: ❑ Not for Publication ® Unrestricted USGS 7.5" Quad Date: T R ''A of '/r of Sec B.M. ❑ Prehistoric ®Historic ❑ Both ARCHITECTURAL STYLE; Bungalow /Craftsman DESCRIPTION /BACKGROUND RELATED TO PERIOD ARCHITECTURE: Closely related to the English Arts and Crafts Movement, American Bungalow /Craftsman architecture was popularized by The CrgJisman magazine and architects such as Charles and Heary Greene of Pasadena. It drew from the wood building traditions of Japan and Switzerland as well as the medieval themes favored by the Arts and Crafts philosophers. Craftsman architecture stressed honesty of form, materials, and workmanship, eschewing applied decoration in favor of the straightforward expression ofstructure. A new appreciation ornature was evident in horizontal lines that reached out to embrace the landscape and the incorporation of capacious porches into building plans. Primarily a residential style, Craftsman architecture can be identitietl by low- pitched gable and hipped roofs with exposed rafters and beams in deep overhangs; wood lap ar shingle siding and in occasional use of stucco; extensive use of stone or brick as a secondary material; horizontal emphasis apparent in roof lines, headers, and battered porch supports; and broadly proportioned wood framed windows, often clustered in bands. Craftsman homes were built from circa 1902 until the early 19201. EXHIBIT 2 Page I of a: \plmming \dace hisWnc _iampintcslword_IZniplmrs_0 I- 22 -03Wam N 2 113-2 117 (V.Fadunc linu.el ii.V03 25A -18 (Construction data, alterations, and date of alterations) September 20, 1940. Alteration to residence. March 1, 1946. Add to residence, 12 x 15. June 18, 1959. Alteration to residence (remodel kitchen), February 5, 1960. Addition of restroom to office inside building. April 20, 1992. Remove 550 - gallon u/g fuel tank. RELATED FEATURES: (Other important features such as harns, sheds, fences, prominent or unusual trees, or landscape) None. DESCRIPTION: (Describe resource and its major elements. Include design, materials, condition, alterations, size, settings, and boundaries.) This cross - gabled Craftsman bungalow is one and a half stories in height and covered in narrow lap siding. Square butt shingles face a front gable. Braces with decoratively rounded ends are placed singly and in pairs in the eaves. Rafter tails and bargeboards also feature rounded ends. The side gable extends over a front porch that spans the fagade, Posts covered in siding support the overhang. The north bay of the porch has been. enclosed. Centered above the porch and below the front gable, the second story windows consist of three sixteen - over -one double -hung sash recessed beneath a corbeled beans and flanked by double casement windows. A similar mix of window types characterizes the north and south elevations. Alterations to the building include the glass enclosure of half of the porch, construction of a staircase and a second entry on the north elevation, and an addition in the rear of the house. HISTORIC HIGH LIGHTS: A construction date for this Craftsman home could not be confirmed; based on style, it appears to date from circa 1910. Since 1940 or earlier, the property has been associated with the MacFarlane family. 'Pile MacFarlane Electric Company, which has maintained offices in the building at least from 1960, is a local company of long standing. RESOURCE ATTRIBUTES: (List attributes and codes from Appendix 4 of hishructions for Recording Historical Resources, Office of Historic Preservation.) HP2. Single- family Property Page 2 01 "1 raplurmina \dacv\himoric �engduwr \nnnl m,,p1w._O 1?2 -03Mnm N 2115 -211] 1WIt,CFadww Housul 5!5,V} 25A -19 RESOURCES PRESENT: ® Building ❑ Structure ❑ Object MOVED? ® No ❑ Yes ❑ Unknown ❑ Site Date! ❑ District ❑ Element of District ❑ Other Original Location: STATEMENT OF SIGNIFICANCE; (Discuss importance in terms of historical or architectural context as defined by theme, period, geographic scope, and integrity.) Santa Ana was founded by William Spurgeon in 1869 as a speculative townsite on part of the Spanish land grant known as Rancho Santiago de Santa Ana. Early growth and development was stimulated by the arrival of the Southern Pacific Railroad in 1878 and the Santa Fe Railroad in 1886. Following its incorporation as a city in t886, Santa Ana was recognized as one of the leading communities in the area in 1889 when it became the seat of the newly created County of Orange. Santa Ana continued to grow steadily, surviving an economic downturn in the 1890s and gaining momentum in the first decade of the twentieth century. The older neighborhoods closest to the downtown commercial district and to the churches, clubs, and institutions began to be, filled up and homebtdlders looked elsewhere for land. This trend outward front the City's historic core was symbolized by the construction of Santa Ana High School on Main Street at Tenth Street in 1900 (demolished in the 1940s to make way for the new Bufflun's Department Store). The northern portion of Main Streetwas primarily improved with single- family homes and retained this character, for the most part, through the 1920s, The MacFarlane House is representative of this era of development, and is one of the few houses remaining from the period when the northern portion of Main Streetwas largely residential in use. It is significant architecturally, as a characteristic example of the Craftsman style that was popular during the first two decades of the century. Character - defining exterior features of the MacFarlane House which should be preserved include, but may not be limited to: roof configuration and elements, such as the gables, braces, and bargehoards; original exterior materials where extant; original open porch configuration and roof supports; and original windows and doors, including surrounds. SUMMARY /CONCLUSION: This resource is currently listed in the Santa Ana Register of Historical Property. R is significant under Criterion 1 in that it embodies the distinguishing characteristics of an architectural building period associated with a specific period of development. The MacFarlane House has been categorized as "Contributive" because, as an example of the Craftsman style, the building "contributes to the overall character and history" of Santa Ana, "is a good example of period architecture," and "has not been substantially altered" (Municipal Code, Section 30 -2.2). OWNER AND ADDRESS: Page 3 iW 4 a Plmmrng�docs !bl�onc_tuinplotuhvm'A loinplams_UJ- 1- O.iANinln N 2113 -2117 NuFuduun nouns) 5/5103 25A -20 RECORDED BY: (Nance, affiliation, and address) Leslie J. Heumann _ Science Applications International Corporation 35 S. Raymond Avenue, Suite 204, Pasadena, CA 91105 DATE RECORDED. October 7, 2001 SURVEYTYPE: ( Intensive, reconnaissance, or other) Intensive Survey Update REPORT CITATION: (Cite survey report and other sources) REFERENCES: (List documents, date of publication, and page numbers. May also include oral interviews.) Harris, Cyril M. American Architecture: An illustrated Encyclopedia New York WW Norton 1998 Marsh, Diann, SmztaAua,AnlllustratedKistory. Encinitas, HeritagePublishhtg, 1994. McAlester, Virginia. and Lee. A field Guide to American Houses New Yorlc Alfred A Knopf 1984 National Register Bulletin 16A. "FIow to Complete the National Register Registration Form." Washington DC: National Register Branch, National Park Service Us Dept oPthe interior 1991. Whiffen, Marcos. American Architecture Since 1780. Cambridge: MIT Press, 1969, EVALUATOR: Leslie J. Heumalm DATE OF EVALUATION: October 7, 2001 EXPLANATION OF CODES: National Register Criteria for Evaluatiog: (From Appendix 7 of Instructions for Recording Historical Resources, Office of Historic Preservation) C: that embody the distinctive characteristics of a type, period, or method of construction, or that represent the work of a master, or that possess high artistic values, or that represent a significant and distinguishable entity whose components may lack individual distinction. National Register Status Code: (From Appendix 2 of instructions for Recording Historical Resources, Office of Flistoric Preservation) SS 1: Is separately listed or designated under an existing local ordinance, or is eligible for such listing or designation. Page 4 01`4 s'rpL nninyklnuslhumric ,emplmes?rcmtf_[vnploie _p1- 22$31hrnia N 2115- 2I17IM.a Ful,ne It,,,l i15M3 25A -21 25A -22 REQUEST r, f HISTORIC RESOURCES COMMSION MEEnNGDATE: APRIL 2, 2015 TITLE: x i r'r - ��oa HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2015 -02 FOR THE PROPERTY LOCATED AT 2056 NORTH BUSH STREET (STRATEGIC PLAN NOS, 5, 2; 5, 3) Prepared by Ha lly Sobc leske _ Interim E ecuf a Director i ♦ i APPROVED ❑ As Recommended • As Amended • Set Public Hearing For CONTINUED TO Acting Planning Manager Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached agreement with Neda and PJ Jahangiri, for the Jahangiri Family Trust, property owner, for the structure located at 2056 North Bush Street, subject to non - substantive changes approved by the City Manager and City Attorney. Request of Applicant The applicants, Neda and PJ Jahangiri, for the Jahangiri Family Trust, are requesting approval of Historic Property Preservation Agreement No. 2015 -02 (Mills Act) between the property owner and the City of Santa Ana. Property Description The subject property consists of a single -story residential building designed in the Colonial Revival style of architecture that is located at 2056 North Bush Street in the Santa Ana Triangle neighborhood and in the Professional (P) zoning district. Surrounding land uses include a single - family residence to the north, the Santa Ana (1 -5) Freeway to the east, multiple - family dwellings to the south, and commercial to the west (Exhibit 1). Analysis of the Issues In March 1999, the City Council approved an ordinance authorizing Historic Property Preservation Agreements (HPPA), commonly known as Mills Act contracts, for eligible historic properties. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair and to rehabilitate the property as necessary to maintain its character and appearance. Once recorded, the agreement results in the use of a different valuation method in determining the property's assessed value, thereby resulting in potentially significant property tax savings for the owner. EXHIBIT B2 25A -23 HPPA No. 2015 -02 April 2, 2015 Page 2 One of the eligibility requirements for the Mills Act is that the property must be listed on the Santa Ana Register of Historical Properties. The subject property was placed on the local register as the Melton House and categorized as Contributive in September of 2006 by the Historic Resources Commission (Exhibit 2). Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement (Exhibit 3). Photos of the property are included with the agreement as well as a photo location map. The benefits of executing this agreement include, but are not limited to, the following: Reduced property tax to allow reinvestment for the long term preservation of the property. 2. Allows for a mechanism to provide for property rehabilitation. 3. Provides an additional incentive for potential buyers to purchase historic structures. 4. Discourages inappropriate alterations to the historic property. 5. Provides an opportunity for visual improvement to the physical environment of the community 6. Offers additional support and attention for historic districts and historic structures in the City. Strategic Plan Alionment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). CEQA Compliance In accordance with the California Environmental Quality Act (CEQA), it has been determined that the proposed project is not subject to CEQA. Therefore, no environmental review is required. al y Sob5fesfke Associate Planner HS:jm hs\historlc Infolmilis act agreements\2056_N_9ush\ 050402 _MillsActAgml_2056NBu5h.hrc 25A -24 HPPA No. 2015 -02 April 2, 2015 Page 3 Attachments: Exhibit 1 — 500' Radius Map Exhibit 2 — Department of Parks and Recreation Form Exhibit 3 — Mills Act Agreement 25A -25 54°. ? l ', 7p .. I i L .lam yy 500' RADIUS HPPA NO. 2015 -02 2056 North Bush Street PLANNING AND BUILDING AGENCY EXHIBIT 1 25A -26 EXECUTIVE SUMMARY MELTON E-IOUSE 2056 North Bush Street Santa Ana, CA 92706 NAME Melton House REF. NO, ADDRESS 2056 North Bush Street CITY Sattta Ana ZIP 92706 ORANGE COUNTY YEAR BUILT 1923 . LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD I Santa Aria Triangle CALIFORNIA REGISTER CRITERIA FOR EVALUATION 3 CALIFORNIA REGISTER STATUS CODE 5S1 Location: ❑ Not for Publication ® Unrestricted 0 Prehistoric ® Historic ❑ Both ARCHITECTURAL. STYLE: Colonial Revival The most universal of all American domestic building styles, the Colonial Revival has been popular since tire 1876 Centennial celebration ht Philadelphia stimulated a patriotic interest in the American architectural past. Whether drawing upon Georgian, Federal, or Dutch Colonial prototypes, Colonial Revival buildings feature rectangular building plans and designs which are usually symmetrical, or at least highly regular and balanced, in composition. Roofs are commonly side- gabled, hipped, or gambreled, sometimes accented with dormers. Porches, one or two stories in height, are often included, mostly as central focal points, and frequently incorporate classical elements such as columns, pilasters, and entablatures. Doorways are adorned with classical surrounds and pediments; sidelights, transoms, and fanlights are not uncommon. Windows are typically double -hung sash, with multiple lights in the upper sash. French doors and Palladian windows are also utilized. Depending on location, Colonial Revival buildings have wood, brick, or stucco exteriors (McAlester, 320 -326). The Melton House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the Colonial Revival style. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as au intact example of a Colonial Revival residence in the Santa Ana Triangle neighborhood, "is a good example of period architecture" (Municipal Code, Section 30 -2.2), EXPLANATION OF CODES: California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 3: It embodies the distinctive characteristics of type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. • California Register Status Code: (From California Office of historic Preservation, December 8, 2003.) 5SI: Individual property that is listed or designated locally. EXHIBIT 2 Page 1 of 4 25A -27 State of California —The Resources Agency Prir DEPARTMENT OF PARKS AND RECREATION HRI PRIMARY RECORD Trir NRHP Status Code Other Listings . Review Code Reviewer Date e name(s) or number (assigned by recorder) Melton House P1. Other Identifier: *P2. Location: ❑Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' (quad TCA0054 Date: *c. Address 2056 North Bush Street City Santa Ana Zip 92706 "e. Other Locatlonal Data: Assessor's Parcel Number 003 - 113.41 *133a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) Rectangularin plan and symmetrical in design, this one -story Colonial Revival house features a low- pitched, front - gabled roof with an attached, front - gabled porch centered on the fagada. The gables, both of which are clipped, end in plain bargeboards and are vented with alternating wide and narrow vertical strips of wood. Rafters are exposed in the slightly overhanging eaves. The gables are faced with the same narrow clapboard siding used on the house. The porch features two Tuscan columns that support the porch beam. Fenestration on the fagada consists of two large, single sash windows spanned by two rows of eight lights. Plain wooden frames, with slightly extended lintels, surround the windows and doorway. The door is accented with three vertical window channels. Side elevation windows display a variety of configurations, including nine- over -one and one -aver -one double -hung sash windows, trained in plain wood surrounds. In the northwest corner of the property is a garage that appears original; the garage features a gambrel roof and board- and - batten construction. A non - original wood picket fence encloses the south side of the property and edges the front lawn. In fair condition, the house appears substantially intact. *P3b. Resource Attributes: (list attributes and codes) HP2. Single - family Property *P4. Resources Present: ■Building ❑Structure ❑Object ❑Site ❑District El Element of District ❑Other *P11. Report Citation: (Cite survey report and other sources, or enter "none ") None. P5b. Photo: (view and date) East elevation August 2006 *P6. Date Constructed /Age and Sources: ■historic 19231Cfty of Santa Ana Building Permit *P7. Owner and Address: Walter MacFarlane 12091 Stanford Ave. Gerona Grove, CA 92840 *P8. Recorded by: L. Neumann and D. Howell- Ardile Sapphos Environmental, Inc. 133 Martin Alley Pasadena, California 91105 *Pg. Date Recorded: September25, 2006 *P10. Survey Type: Intensive Survey Update *Attachments: ONone OLocation Map ❑Sketch Map ■Continuatlon Sheet ®Building, Structure, and Object Record E)Archaeological Record ❑District Record ❑Linear Feature Record ❑Milling Station Record ❑Rock Art Record ❑Artifact Record ❑Photograph Record O Other (list) DPR 523A (1195) Page 2 of 4 *Required information 25A -28 State of California —The Resources Agency Primary # _ DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *CHR Status Code 5S1 - resource came or iv meiron mouse B1. Historic Name: Melton House B2, Common Name: Same B3. Original Use: Single - family Residence B4. Present Use: Single - family Residence *B5. Architectural Style: Colonial Revival *B6. Construction History: (Construction date, alterations,. and date of alterations): Constructed in 1923 January 1923. Residence constructed for $2,000. June 6, 1929. Reroof for $153. January 10, 1944, A 10x20 addition made to residence for $200. June 10, 2003. Reroof. *67. Moved? ®No ®Yes ■Unknown Date: Original Location: *68. Related Features: Garage. B9a. Architect: Unknown b. Builder: Unknown *B16. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: Circa 1900 -1938 Property Type: Single - family Residence Applicable Criteria: NR: C; CR: 3 (Discuss Importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address Integrity) The Melton House is architecturally significant as an intact example of a modest Colonial Revival residence in the Santa Ana Triangle neighborhood that illustrates a typical housing type of the 1920s. According to City of Santa Ana records, the house was constructed In 1923 for Chas Hoes, who was issued a permit to construct the house whose estimated value was $2, 000. The 1925 city directory lists the owner as Turner L. Melton, an electrician with the Edison Company, and his wife Estella. The Meltons remained in the house until the early 1930s, Herbt Hearle and his wife Josephine became the residents. By 1940, the house had changed hands again, when E. Lloyd Killingsworth, part -owner of the Beebe & Kiilingsworth auto repair shop, and his wife Elizabeth moved In. The Killingsworth family remained in the house until the early 1960s, after which point the ownership of the house shifted several times in subsequent decades. (See Continuation Sheet 3 of 3.) Bt 1. Additional Resource Attributes: (List attributes and codes) *612. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 3 of 3.) B13. Remarks: *614. Evaluator: Leslle.l. Neumann *Date of Evaluation: September 25, 2006 (This space reserved for official comments.) DPR 5236 (1 /95) Page 3 of 4 "Required Information 25A -29 State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Rage i of J Resource Name or# (Assigned by recorder) Merton House *Recorded by Leslie J. Heumann and Deborah Howell - Ardila *Date September 25, 2006 0 Continuation ❑ Update *510. Significance (continued): Santa Ann was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered around the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing around the city center, Agricultural uses predominated In the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Melton House is located in the Santa Ana Triangle neighborhood. Located north of the neighborhoods of French Park and French Court, Santa Ana Triangle is bounded roughly by Santa Clara Avenue on the north, Seventeenth Street on the south, Interstate 5 on the east, and Main Street on the west. Interstate 5 conforms to the prominent diagonal swath originally cut by the Southern Pacific Railroad line, which was established In Santa Ana in the late 1670s and still forms the eastern border of the Santa Ana Triangle neighborhood. By the early part of the twentieth century, single - family homes had begun to be constructed in the neighborhood, with the majority of improvements clustered on Bush Street between Seventeenth and Eighteenth Streets. In the first quarter of the twentieth century, the most rapid growth in the area took place between 1910 and 1915, when Improvements on Bush Street increased by 50 percent (from 24 to 36), and Improvements on Spurgeon more than doubled, Santa Ana Triangle's growth in the early twentieth century owed much to its location along the Pacific Electric Railway line, which ran along Main Street on the neighborhood's western border, Historian Diann Marsh characterized the arrival of the Pacific Electric Railway's Red Car as "one of the most significant., events of 1906." While the Southern Pacific Railway already offered travel to Los Angeles, the comfortably appointed Red Car was considered a vast Improvement to the Southern Pacific fine. The Red Car greatly increased accessibility to Santa Ana, which had already become a center of economic, commercial, and social activity in Orange County, and Increased the fortunes of all communities through which it passed. By 1912, the Santa Ana Triangle neighborhood had already been annexed by the City of Santa Ana, with most improvements consisting of wood- framed, single - family residences on parcels with an average size of 50 -70 feet wide by 140 -150 feet deep. The character of the area changed In the postwar period, with new construction accelerating in the 1950s and 1960s. As of 2006, approximately 44 percent of the extant buildings in the Santa Ana Triangle were constructed from 1950 through the 1980s. However, Santa Ana Triangle retains much of its original construction, primarily in the form of Craftsman bungalows, from the neighborhood's early development during the first quarter of the twentieth century. Of the extant buildings in the neighborhood, approximately 42 percent were constructed from 1901 through 1925. The Melton House qualifies for listing in the Santa Ana Register of Historical Properties tinder Criterion 1 for its exemplification of the distinguishing characteristics of the Colonial Revival style. Typical features of this style illustrated by the house include the Tuscan columns supporting the porch roof, Jerkinhead (or clipped) gable, and the symmetrical arrangement of features on the fagade. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an intact example of a Colonial Revival hotise in the Santa Ana Triangle neighborhood, "is a good example of period architecture." Character- defining exterior features of the Melton House that should be preserved include, but may not be limited to, materials and finishes (clapboard siding); roof configuration and detailing (clipped gables); massing and syrnrnetry,, original windows and doors and their surrounds where extant; the porch, its Tuscan columns and plain beams; architectural details such as exposed rafters; bargeboards, and patterned wooden slats in gable vents. *612. References (continued): Harris, Cyril M, American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Marsh, Diann. Santa Ana, An Illustrated History, Encinitas, Heritage Publishing, 1994, McAlester, Virginia and Lee, A Field Guide to American Houses. New York., Alfred A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form. " Washington DC: National Register Branch, National Park Service, US Dept, of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources." Sacramento: March 1995. Whiffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. Be/I, Charles D. The Pioneer Churches of Santa Ana District, Santa Ana, CA, 1929. Orange County Plat Maps, 1912, Thomas Brothers Maps of Orange County, 1957 and 1964. Santa Ana and Orange County Directories, 1905 -1954. APR 523L Page 4 of 4 25A -30 REQUEST r Historic Resources Commission Action HISTORIC RESOURCES COMMISSION MEETING DATE: APRIL 2, 2015 TITLE: PUBLIC HEARING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2015-03; HISTORIC REGISTER CATEGORIZATION NO. 2015-03 AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2015 -03 FOR THE PROPERTY LOCATED AT 2454 NORTH BONNIE BRAE (STRATEGIC PLAN NOS. 5,2; 5,3) Prepared by Hally Soboieske A Interim E e---v irector •, 0 t HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Acting Planning Manager Adopt a resolution approving Historic Resources Commission Application No. 2015 -03 and Historic Register Categorization No. 2015 -03. 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Terry and Lydia Brandt, subject to non - substantive changes approved by the City Manager and City Attorney. Request of Applicant Terry and Lydia Brandt are requesting approval to designate an existing residence located at 2454 North Bonnie Brae to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Project Location and Site Description The subject property is located on the south side of Bonnie Brae, between Heliotrope Drive and Benton Way. The subject site contains a 1,913 square foot, single story Ranch style residence with a detached garage on a 10,800 square foot residential lot (Exhibit 1). Analysis of the Issues In March 1999, the City Council approved an ordinance establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as historical property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30 -2 of the Santa Ana Municipal Code (SAMC). EXHIBIT B3 25A -31 HRCA No. 2015 -03 HRC No. 2015 -03 HPPA No. 2015 -03 April 2, 2015 Page 2 This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code, Places of Historical and Architectural Significance to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties. The first criterion for selection requires that structures be 50 or more years old. As detailed in the following property description, the structure proposed for placement on the Register meet the minimum age criterion. The analysis further indicates the property meets all the criteria for consideration of historic designation. No known code violations exist at this property. The structure, known as the Beyer House, is a good example of period architecture and was built In 1951. It is designed in a Ranch style and is in excellent condition. The most notable owners of this property were Andy and Margaret Beyer. Andy Beyer became known for his career as Bumbo the Clown and as the oldest performing clown in Orange County. Character defining features of the Beyer House that should be preserved include, but may not be limited to, exterior materials, original single hung two- over -two windows, chimney, and roof configuration. It is recommended to be designated to the Santa Ana Register of Historical Properties and categorized as "Contributive" as it is a good example of period architecture (Exhibit 2). Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements, for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Long term preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. 25A -32 HRCA No. 2015 -03 HRC No. 2015 -03 HPPA No. 2015 -03 April 2, 2015 Page 3 Public Notification The subject site is located within the Floral Park Neighborhood. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, the Floral Park Neighborhood president was contacted to ensure that they were notified of the project and to see if there were any areas of concern. No areas of concern were identified by the neighborhood association president, nor was there a request that the applicant present the project to a meeting of their members. The project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. 2015 -24 will be filed for this project, Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). Conclusion Based on the analysis provided within this report, staff recommends that the Historic Resources Commission adopt a resolution approving Historic Resources Commission Application No. 2015 -03 and Historic Register Categorization No. 2015 -03 and that the City enter into a Mills Act agreement with the property owners. Rally Sokj eske Associate Planner HS:jm hsTlistoric I OW40715ftm hrc.l SB.hrc 25A -33 HRCA No. 2015 -03 HRC No. 2015 -03 HPPA No. 2015 -03 April 2, 2015 Page 4 Attachments: Exhibit 1 — 500' Radius Map Exhibit 2 — Department of Parks and Recreation Form Exhibit 3 — Mills Act Agreement 25A -34 500' RADIUS HRCA NO. 2015 -03, HRC NO. 2015 -03 & HPPA NO. 2015 -03 2454 North Bonnie Brae PLANNING AND BUILDING AGENCY EXHIBIT 1 25A -35 EXECUTIVE SUMMARY BEYER HOUSE 2454 North Bonnie Brae Santa Ana, CA 92106 NAME Beyer House REF. NO. ADDRESS 2454 N. Bonnie Brae CITY Santa Ana ZIP 92706 ORANGE COUNTY YEAR BUILT 1951 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 3 CALIFORNIA REGISTER STATUS CODE 5S1 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Ranch Widely published in Sunset and House Beautiful magazines, the Ranch House dominated post -World War 11 residential expansion and represented the most popular house form in the United States from the 1950s through 1970s. The Ranch House originated in the 1930's designs of Southern California architect Cliff May, who sought to reinvent the west's vernacular housing traditions by combining the form and massing of the traditional ranch house with a modernist's concern for informality, expressed in materials and plan, and indoor - outdoor integration. While the style includes several variants, a basic set of character - defining features applies to most examples. In form and massing, the style evokes a sprawling ranch that developed over time, with a central block extended by wings of varying roof heights. Generally L- shaped or U- shaped in plan, the Ranch House typically has a one -story profile with strong horizontal emphasis expressed through a low pitched or flat roof with wide overhanging eaves. Asymmetrical In design, the Ranch House is often sheathed in and accented with rustic materials such as board- and - batten siding, high brick foundations, art stone, and wood shake roofs. Indoor - outdoor integration is achieved through the use of recessed or extended porches, set low to the ground, and the generous use of large picture, ribbon, or corner windows. Window detailing can include wood frames, decorative shutters, and diamond - patterned muntins. Ornamentation includes rusticated elements, such as carved porch supports and exposed rafters, uneven rakes and flared eaves, and faux dove cotes and bird houses. SUMMARY/CONCLUSION: The Beyer House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion I for its exemplification of the distinguishing characteristics of the Ranch style, as well as its association with Andrew Beyer, Orange County's oldest performing clown. Additionally, the house has been categorized as "Contributive" because it "is a good example of period architecture. " (Municipal Code, Section 30 -2.2), EXPLANATION OF CODES: . California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001,) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. . California Register Status Code: (From California Office of Historic Preservation, December 8, 2003.) 551: Individual property that is listed or designated locally. r • � , State of California —The Resources Agency DEPARTMENT OF PARKS AND RECREATION PRIMARY RECORD Other Listings Review Code or Primary HRI # NRHP Status Reviewer Date gned by recorder) Beyer House P1, Other Identifier: *P2. Location: ❑Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 1725 Date: *c. Address 2454 North Bonnie Brae City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number 002- 071 -21 *P3a. Description: (Describe resource and Its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) The Beyer House is designed in the Ranch style of architecture. Wide and horizontal, the Beyer House is an unusual "T" shape with the center, front facing bay being the structure's primary feature. Topped with asphalt shingles, the house is clad in both wood siding and stucco. The left side of the structure includes a wide porch and a paneled front door. Two two -over- two wood windows are adjacent to the front door. This portion of the fagade has stucco on the upper portion of the wall, and wood wainscoting on the bottom. Porch supports are scrolled wrought iron. The center bay has horizontal wood siding at the gable ends and a horizontal, stacked stone wainscote. A fixed window In located directly in the center of the bay in a three - over -three pattern. The rightmost bay is clad In board and batten siding and includes a decorative dormer with a peaked cap pediment over a two -aver -two wood window. A red brick chimney is situated at the juncture of the middle bay and right side of the house. A small planter of stacked stone borders both the left and right sides of the house. *133b. Resource Attributes: (list attributes and codes) HP2. Single - family Property *P4. Resources Present: ■Building ❑Structure ❑Object ❑Site ❑District ■Element of District ❑Other *P11. Report Citation: (Cite survey report and other sources, or enter "none ") None P51b. Photo: (view and date) West facing elevation 2014 *P6. Date Constructed /Age and Sources: ■historic 1959 *P7. Owner and Address: Terry J. and Lydia E. Brandt 2454 N. Bonnie Brae Santa Ana, CA 92706 *P8. Recorded by: Hally Solooleske 20 Civic Center Plaza M -20 Santa Ana, CA 92702 *Pg. Date Recorded: March 17, 2015 *P10. Survey Type: Intensive Survey Update *Attachments: ONone ❑Locallon Map OSketch Map .Continuation Sheet ®Building, Structure, and Object Record OArchaeological Record ❑District Record ❑Linear Feature Record 0Miliing Station Record ❑Rock Art Record ❑Artifact Record ❑Photograph Record 0 Other (list) DPR 523A (1/95) Page 2 of 4 25A -37 *Required information SH.B. Nall of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *NRHP Status Code 5S3 Resource name or w rseyer mouse Historic Name: Beyer House Common Name: Same Original Use: Single - family Residence Architectural Style: Ranch B4. Present Use: Single - family Residence Construction History: (Construction date, alterations, and date of alterations): Constructed 1951 *137. Moved ?ENo []Yes f]Unknown Date: Original Location: *B8, Related Features: None. 69a, Architect: Unknown b. Builder: Allison Honer *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1901 -1954 Property Type: Single- family Residence Applicable Criteria: NR: B,C; CR: 2,3 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope, Also address integrity) The Beyer House was constructed by prolific builder Allison Honer, and its first owners were Frank and Katherine Schiller. Mr. Schiller was a plumber when he and Katherine lived in St. Paul, Minnesota. Upon retiring, they moved to California to enjoy warmer weather. By 1960, the home was occupied by Maryellen Lennox, a cashier. The house was then owned by Ethel Coffman who was very active in the Santa Ana Business and Professional Women's Club, By 1986, the Beyer family owned the home. Andrew Beyer was a man of modest means, former military man during WWII and Korean War, Mr. Beyer purchased a merry-go- round from a man in Boston for $1,200. He and his brother drove it back to Santa Ana, stopping along the way to let children ride for 10 cents, which in turn, paid their way back to Califomia. He gave up his job as a Hoover vacuum cleaner salesman, and began his career as a clown. Mc Beyers enjoyed being a clown at children's parties and holidays. Calling himself "gumbo ", he entertained generations of Orange County children with his magic tricks and merry-go -round. Mr. Beyer had the distinction of being named by the Guinness Book of World Records as the world's oldest clown at 91. Although this record has since been surpassed, he remains the oldest performing in Orange County History. Mr. Beyer passed away on December 8, 2013 at the age of 95. (See Continuation Sheet 3 of 4.) 811, Additional Resource Attributes: (List attributes and codes) *612. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps Sketch Map 2454 N. Bonnie Brae (See Continuation Sheet 4 of 4.) 002 - 071 -21 13'13. Remarks: *814. Evaluator: Hally Saboleske ' L *Date of Evaluation: March 2015 '3 � w a r � a TT 01� I 0 Y . 11 Page 3 of 4 25A -38 SH.B. Nall of California —The Resources Agency DEPARTMENT OF PARKS AND RECREATION CONTINUATION SHEET *Recorded by Hally Soboleske DPR $238 (1185) *B10. Significance (continued): Primary # HRI # Trinomial *Date Apr# Z 2015 Q Continuation 0 Update *Required Information Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial care of the community was centered around the Intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Pe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Beyer House is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street; Riverside Drive, and Broadway. Groves of oranges, avocados and walnuts, and widely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (•1897- 1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived in Santa Ana from Beaver Falls, New York in 1922 (Talbert, pages 353 -356). "Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana" (Orange County Register, September 15, 1981), The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built In the 1920s, the Floral Park homes were the most lavish and expensive in the area. They sold for about $45;000 each" (Orange Coun Register, September 15, 1981). Revival architecture In a wide variety of romantic styles was celebrated in the 1920s and 1930s; Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival styles. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco - styled Old Santa Ana City Hall, the El Toro Marine Base during World War 11, and the 1960 Honer Shopping Plaza, Honer lived In the neighborhood he had helped create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881 - 1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The homes were quite grand and displayed various revival styles, including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post -World War II years, Floral Park continued Its development as numerous smaller, single - family houses were built. Continuing in the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2007), Floral Park maintains its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The Beyer House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the Ranch style, Additionally, the house has been categorized as "Contributive" because it is a "good example of period architecture ". (Municipal Code, Section 30 -2.2). Character defining features include of the Beyer House that should be preserved include, but may not be limited to, exterior materials, wood windows and fesestration patterns, chimney and roof configuration. *B12. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Marsh, Diann. Santa Ana, An Illustrated Wistory. Encinitas, Heritage Publishing, 1994, McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984, National Register Bulletin 16A. "How to Complete the National Register Registration Form." Washington DC: National Register Branch, National Park Service, US Dept, of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources." Sacramento: March 1995, Whiffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969, Armor, Samuel. History of Orange County. Los Angeles: History Record Company, 1921, page 989. Park Santiago Neighborhood Association. "The Gingerbread Lande Holiday Home Tour, 1999.° Brochure, Rischard, Maureen McClintock. "People Behind Places: Enderle Center:' Oranae County Geneoloaical Society Quartet, December 1993, pages 4 -7. Santa Ana and Orange County Directories, 1905 -1930. Historic Maps, Santa Ana History Room, 1912, 1923, 1932, and '1955. Ancestry.com Newspapers.com (This space reserved for official comments.) DPR 523L Page 4 of 4 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 04/02/15 RESOLUTION NO. 2015 -XX A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2015 -03 TO PLACE THE PROPERTY LOCATED AT 2454 NORTH BONNIE BRAE, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2015 -03 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On November 6, 2015, the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2015 -03) and categorization (Historic Resources Commission Categorization No. 2015 -03) of the Beyer House, located at 2454 North Bonnie Brae, Santa Ana, B. The Beyer House has distinctive architectural features of the Ranch style and is in excellent condition. The home was built in 1951. The most notable owners of this property were Andy and Margaret Beyer. Andy Beyer became known for his career as Bumbo the Clown and as the oldest performing clown in Orange County. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as Contributive as it is "a good example of period architecture" (Municipal Code, Section 30 -2,2). D. Character - defining features of the Beyer House that should be preserved include, but may not be limited to: exterior materials, original single hung two -aver -two windows, chimney, and roof configuration. E. The legal owners of the subject property are Terry J. and Lydia E. Brandt. F. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. Resolution No. 2015 -XX 25A -40 Page 1 of EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 G. The subject property meets the minimal standards for placement on the City of ,Santa Ana Register of Historic Properties pursuant to Section 30 -2 of the Santa Ana Municipal Code. H. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30- 2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. 2015 -24 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2015 -03 to place the Beyer House, located at 2454 North Bonnie Brae, Santa Ana, on the historical register, and B. Historic Register Categorization No. 2015 -03 placing the Beyer House, located at 2454 North Bonnie Brae, Santa Ana, within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to; the staff report and exhibits attached thereto; the report entitled "Historical Property Description;" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description," is on file in the Planning and Building Agency, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this __ day of 2015. Alberta Christy Vice Chairperson Resolution No. 2015 -XX 25A -41 Page 2 of EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney 0 Ryan O. Hodge Assistant City Attorney AYES: Commission NOES: Commission members ABSTAIN: Commission NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, KAREN GERARDO, Commission Secretary, do hereby attes t attached Resolution No. 2015 -XX to be the original resolution Resources Commission of the City of Santa Ana on April 2, 2015. Date: Commission Secretary City of Santa Ana 25A -42 to and certify the adopted by Historic Resolution No. 2015 -XX Page 3 of 4 EXEMPT FROM FEES PURUSANT TO GOVERNMENT OOZE § 6103 LEGAL DESCRIPTION APN Address Owner Names Legal Description 002- 071 -21 2454 N. Bonnie Brae Terry & Lydia A Tit 571 BLK LOT 4 Brandt POTTS, BORDEN & SIDWELL TR Exhibit A Resolution No. 2015 -XX Page 4 of 4 25A -43 25A -44 APRIL 2, 2015 TITLE; PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2015-02, HISTORIC REGISTER CATEGORIZATION NO. 2015 -01 AND HISTORIC PROPERTY" PRESERVATION AGREEMENT NO. 2015.04 FOR THE PROPERTY LOCATED AT 2130 NORTH ROSS STREET (STRATEGIC PLAN NOS. 5, 2; 5, 3) Prepared by _N ally Soboleske APPROVED • As Recommended • As Amended • Set Public Hearing For CONTINUED TO Interim e five Director Acting Planning Manager r Ii Adopt a resolution approving Historic Resources Commission Application No. 2015 -02 and Historic Register Categorization No. 2015 -01. 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with David Rance, subject to non - substantive changes approved by the City Manager and City Attorney. Request of Applicant David Rance is requesting approval to designate an existing residence located at 2130 North Ross Street to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Prolect Location and Site Description The subject property is located on the west side of Ross Street, between Santa Clara Avenue and Nineteenth Street. The subject site contains a 1,691 square foot, single story English Tudor Revival style residence with a detached garage on a 9,250 square foot residential lot (Exhibit 1). Analysis of the Issues In March 1999, the City Council approved an ordinance establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as historical property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30 -2 of the Santa Ana Municipal Code (SAMC). EXHIBIT B4 25A -45 HRCA No. 2015 -02 HRC No, 2015 -01 HPPA No. 2015 -04 April 2, 2015 Page 2 This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code, Places of Historical and Architectural Significance to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30 -2 of the Santa Ana Municipal Code. The first criterion for selection requires that structures be 50 or more years old. As detailed in the following property description, the structure proposed for placement on the Register meets the minimum age criterion. The analysis further indicates the criteria the property meets for consideration of historic designation. No known code violations exist at this property. The structure, known as the Gregory House, is a good example of period architecture and was built in 1930. It is designed in an English Tudor Revival style and is in excellent condition. The first owners were Isaac Merrit Gregory and his wife Gladys. Mr. Gregory was an oil salesman and served in WWI. Character defining features of the Gregory House that should be preserved include, but may not be limited to, exterior materials such as brick window surrounds and fagade decorations, original wood windows, chimney, and roof configuration. It is recommended to be designated to the Santa Ana Register of Historical Properties and categorized as "Contributive" as it is a good example of period architecture (Exhibit 2). Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Longterm preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. 25A -46 HRCA No. 2015 -02 HRC No. 2015 -01 HPPA No. 2015 -04 April 2, 2015 Page 3 Public Notification The subject site is located within the Floral Park Neighborhood. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, the Floral Park neighborhood president was contacted to ensure that they were notified of the project and to see if there were any areas of concern. No areas of concern were identified by the neighborhood association president, nor was there a request that the applicant present the project to a meeting of their members. The project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. 2015 -19 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). Conclusion Based on the analysis provided within this report, staff recommends that the Historic Resources Commission adopt a resolution approving Historic Resources Commission Application No. 2015 -02 and Historic Register Categorization No. 2015 -01 and that the City enter into a Mills Act agreement with the property owner. Rally S oleske Associat5 Planner HS_jm hslHis[oric Inro10402151hrca15- 0l..hrc15�01.hre 25A -47 HRCA No. 2015 -02 HRC No. 2015 -01 HPPA No. 2015 -04 April 2, 2015 Page 4 Attachments: Exhibit 1 — 500' Radius Map Exhibit 2 — Department of Parks and Recreation Form Exhibit 3 — Mills Act Contract 25A -48 500' RADIUS HRCA NO. 2015 -02, HRC NO. 2015 -01, & HPPA NO. 2015 -04 2130 North Ross Street PLANNING AND BUILDING AGENCY EXHIBIT 1 25A -49 EXECUTIVE SUMMARY GREGORY ROUSE 2130 North Ross Street Santa Ana, CA 92706 NAME Gregory House REF, N0. ADDRESS 2130 N, Ross St.. CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1930 LOCAL REGISTER CATEGORY: Contributive DISTRICT N/A NEIGHBORHOOD Floral Park CALIHISTORIC FORNIA REGISTER CRITERIA FOR EVALUATION 3 CALIFORNIA REGISTER STATUS CODE S51 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Tudor Revival The Tudor Revival looked to medieval England for its Inspiration. Signature features of the style include steeply pitched gables; decorative half - timbering; arched openings, often Tudor or Gothic in form; asymmetrical arrangements of building features; tall brick chimneys; and picturesque windows of leaded glass or diamond patterned lights. The more ambitious examples of the Tudor Revival were executed in brick or even stone; however, stucco over wood frame is quite common in the forgiving climate of southern California. The Tudor Revival was favored primarily for residential buildings, although small scale commercial buildings in the style also occur. Born in the late 19 "' century, the Tudor Revival was associated with some Craftsman era building but was most popular during the 192gs and 1930s. SUMMA N: The Gregory Smith House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the Tudor Revival style. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an intact example of the combination of the English Revival variant of the Tudor style in the Floral Park neighborhood, "is a good example of period architecture" (Municipal Code, Section 30 -2.2). EXPLANATION OF CODES: . California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. • California Register Status Code: (From California Office of Historic Preservation, December 8, 2001) 5S1: Individual property that is listed or designated locally. EXHIBIT 2 Page 1 of 4 25A -50 State of California —The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRI #_ PRIMARY RECORD Trinnmi NRHP Status Code _ Other Listings Review Code Reviewer Date e name(s) or number (assigned by recorder) Gregory House P1. Other Identifier: *P2. Location: ❑Not far Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 1725 Date: *c. Address 2130 North Ross Street City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number 002 - 112 -14 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) The Gregory House was constructed in the Tudor Revival style of architecture. The front fagade is "U" shaped with two front facing bays. The structure is clad in stucco with asphalt roofing and rolled edges, although the original roofing material was most likely wood shingles. The left bay Is pierced with a fixed picture window with a brick patterned window surround. The fagade, also contains five veneer bricks implanted into the stucco to resemble "bare patches" of stucco with the bricks beneath showing. The gable ends are adorned with nonstructural beams designed to appear as trusses. The front entry is also surrounded with decorative brick and is perpendicular to the street. A tripartite casement window sits in the center of the middle portion of the house. The right bay is also embellished with nonstructural beams at the gable end, and a casement window pierces the center of the bay. A small stuccoed chimney rises above the roof towards the rear of this bay. The yard is landscaped simply and with classic features such as English Boxwood hedges. *133b. Resource Attributes: (list attributes and codes) HP2. Single - family Property *P4. Resources Present: ■Building 17Structure 00bject 05tte ❑District ■Element of District ❑Other *P11. Report Citation: (Cite survey report and other sources, or enter "none ") None P5b. Photo: (view and date) East facing elevation 2014 *P6. Date Constructed /Age and Sources: Ehistoric 1930 *P7. Owner and Address: David Rance 2130 North Ross St. Santa Ana, CA 92706 *P8. Recorded by: Hally Soboleske 20 Civic Center Plaza M -20 Santa Ana, CA 92702 *P9. Date Recorded: March 18, 2015 *P10. Survey Type: Intensive Survey Update *Attachments: ONone ❑Location Map ❑Sketch Map ■Continuation Sheet aBuliding, Structure, and Object Record ❑Archaeological Record ❑District Record []Linear Feature Record ❑Milling Station Record ❑Rock Art Record Artifact Record ❑Photograph Record 0 Other (fist) DPR 529A (1195) Page 2 of 4 25A -51 'Required information SH.B. Nall of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *NRHP Status Code 5S3 'Resource Name or #: Gregory House 31. Historic Name: Gergory House B2. Common Name: Same B3. Original Use: Single - family Residence B4. Present Use: Single - family Residence *B5. Architectural Style: English Tudor Revival *66. Construction History: (Construction date, alterations, and date of alterations): Constructed 1930 *137. Moved? ■No ❑Yos ❑Unknown Date: Original Location: *B8. Related Features: None. B9a. Architect: Unknown b. Builder: Jasper Farney *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1901 -1954 Property Type: Single-family Residence Applicable Criteria: NR: B,C; CR: 2,3 (Discuss Importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address Integrity) The Gergory House was constructed by builder Roy Russell as a speculative venture in 1930. The first owners were Isaac Merrit Gregory and his wife, Gladys. Mr. Gregory was born In 1898 and was 9 years older than his wife. Isaac and Gladys married when she was only 17. They moved to Santa Ana and into this home when it was newly built. They were known to entertain quite frequently. Mr. Gregory was a salesman for an oil company. They had a daughter, Marilyn, in 1930. In 1935, they moved to San Diego, and the home changed hands several times after this time. (See Continuation Sheet 3 of 4.) B11. Additional Resource Attributes: (List attributes and *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 4 of 4.) B13, Remarks: *B14. Evaluator: Hally Soboleske *Date of Evaluation: March 2015 DPa 523E (1195) 25A -52 Sketch Map 2130 N. Ross St. 002- 112 -14 _ rw an ?r o , "Required information SH.B. Nall of California —The Resources Agency DEPARTMENT OF PARKS AND RECREATION CONTINUATION SHEET "Recorded by HaQy Soboteske *B10. Significance (continued): Primary # HRI # Trinomial *Date April 2, 2015 ® Continuation ❑ Update Santa Ana was founded by William Spurgeon In 1869 as a speculative town site on part of the Spanish land grant (mown as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered around the Intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grow outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Gregory House is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street, Riverside Drive, and Broadway. Groves of oranges, avocados and walnuts, and widely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (1897 - 1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived In Santa Ana from Beaver Falls, New York in 1922 (Talbert, pages 353 -356). "Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana" (Orange County Register, September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built In the 1920s, the Floral Park homes were the most lavish and expensive in the area. They sold for about $45,000 each" (Orange Count vRe ster, September 15, 1981). Revival architecture in a wide variety of romantic styles was celebrated in the 1920s and 1930s; Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival styles. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco- styled Old Santa Ana City Hall, the El Toro Marine Base during World War If, and the 1960 Honer Shopping Plaza. Honer lived In the neighborhood he had helped create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881 - 1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The homes were quite grand and displayed various revival styles, including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post -Word War ll years, Floral Park continued Its development as numerous smaller, single - family houses were built. Continuing In the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2007), Floral Park maintains Its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The Gregory House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the early Ranch style. Additionally, the house has been categorized as "Contributive" because it is a "good example of period architecture ". (Municipal Code, Section 30 -2,2). Character deflning features include of the Gregory House that should be preserved include, but may not be limited to, exterior materials such as brick window surrounds, wood windows and fesestration patterns, chimney and roof configuration. *812. References (continued): Herds, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Marsh, Diann. Santa Ana. An Illustrated Histo y. Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses, Now York: Alfred A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form." Washington DC: National Register Branch, National Park Service, US Dept. of the interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources." Sacramento: March 1995. Whiffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969, Armor, Samuel. History. of Orange County. Los Angeles: History Record Company, 1921, page 989. Park Santiago Neighborhood Association. "The Gingerbread Lands Holiday Home Tour, 1999:' Brochure. Rischard, Maureen McClintock. "People Behind Places: Enderle Center." Orange County Geneological Society Quarterly, December 1993, pages 4 -7. Santa Ana and Orange County Directories, 1905 -1930, Historic Maps, Santa Ana History Room, 1912, 1923, 1932, and 1955. Ancestry.com Newspapers.com (This space reserved for official comments.) DPR 623L Page 4 of 4 2 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 04/02/15 RESOLUTION NO. 2015 -XX A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO, 2015 -02 TO PLACE THE PROPERTY LOCATED AT 2130 NORTH ROSS STREET, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO, 2015 -01 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On November 6, 2015, the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2015 -02) and categorization (Historic Resources Commission Categorization No. 2015 -01) of the Gregory House, located at 2130 North Ross Street, Santa Ana. B. The Gregory House has distinctive architectural features of the English Tudor Revival style and is in excellent condition. The home was built in 1930. The first owners were Gladys and Isaac Merrit Gregory. Mr. Gregory was an oil salesman and was a World War II veteran. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as Contributive for as it is "a good example of period architecture" (Municipal Code, Section 30 -2.2). D. Character - defining features of the Gregory House that should be preserved include, but may not be limited to: exterior materials such as brick window surrounds and fagade decorations, original wood windows, chimney, and roof configuration. E. The legal owner of the subject property is David Rance. F. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. Resolution No. 2015 -XX 25A -54 Page 1 of EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 G. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30 -2 of the Santa Ana Municipal Code. H. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30- 2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. 2015 -19 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2015 -02 to place the Gregory House, located at 2130 North Ross Street, Santa Ana, on the historical register, and B. Historic Register Categorization No. 2015 -01 placing the Gregory House, located at 2130 North Ross Street, Santa Ana, within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but Is not limited to: the staff report and exhibits attached thereto; the report entitled "Historical Property Description;" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description," is on file in the Planning and Building Agency, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 2nd day of April, 2015, Alberta Christy Vice Chairperson Resolution No. 2015 -XX 25A -55 Page 2 of 4 EXEMPT FROM FEES PURSUANT 'TO GOVERNMENT CODE § 6103 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Ryan O. Hodge Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Commission members Commission members Commission members Commission CERTIFICATE OF ATTESTATION AND ORIGINALITY 1, KAREN GERARDO, Commission Secretary, do hereby attest to and certify the attached Resolution No. 2015 -XX to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on April 2, 2015. Date: Commission Secretary City of Santa Ana 25A -56 Resolution No. 2015 -XX Page 3 of 4 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 LEGAL DESCRIPTION APN Address Owner Names Legal Description 002 - 112 -14 2130 North Ross Street David Rance N TR 946 BLK LOT 9 Exhibit A Resolution No. 2015 -XX Page 4 of 4 25A -57 25A -58 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 5, 2015 TITLE: AGREEMENT TO DEVELOP THE ARTS AND CULTURE MASTER PLAN {STRATEGIC PLAN NO. 5, 5A} CITY MANAGE RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1't 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 an agreement with the Cultural Planning Group to develop a citywide Arts and Culture Master Plan, for a one year period, terminating I on May 4, 2016, in the the amount not to exceed $175,568, subject to non - substantive changes approved by the City Manager and City Attorney. ARTS AND CULTURE COMMISSION ACTION At its regular meeting on April 16, 2015, by a vote of 5:2 (Crib and Alvarado opposing), the Arts and Culture Commission recommended that staff submit the Arts and Culture Commission's Master Plan recommendations to City Council. DISCUSSION On March 18, 2014, City Council adopted the Santa Ana Strategic Plan, which established specific goals, objectives and strategies to guide the City of Santa Ana's ( "City ") major efforts during the next five years. Funding was then appropriated towards Goal 5 (Community Health, Livability, Engagement & Sustainability), Objective 5 (Promote a strong arts and culture infrastructure), Strategy A, which states the City will work to develop an Arts and Culture Master Plan. The purpose of developing an Arts and Culture Master Plan is to is to create a common vision for the role that arts and culture should play in Santa Ana, as well as to ascertain what pieces of that vision can guide policy and programming to enhance the quality of life for Santa Ana residents, businesses and visitors. The Master Plan will reflect the community's desire to utilize arts and culture to enhance the sense of community; enhance economic vitality that is linked to arts and culture; create and support an environment where art and culture thrive and enrich the community culturally, aesthetically, educationally and economically. In December 2014, the Arts and Culture Commission (ACC) appointed an Ad Hoc Committee to develop the Requests for Proposals (RFP) for professional services to assist staff with the 2513-1 Arts and Culture Master Plan May 5, 2015 Page 2 development of an Arts and Culture Master Plan. On February 3, 2015, City Council approved the request to distribute the RFP. The City solicited proposals between February 5, 2015 and March 6, 2015. Outreach included posting to the City's website and PlanetBids. Staff also communicated electronically to a large network of organizations who had expressed an interest in receiving such notices. Following the release of the RFP, the City received a total of six proposals. The ACC reviewed and evaluated the proposals based upon four criterions: Project concept and solutions; Personnel and organizational experience, resources, and technical competence to facilitate accomplishments of stated scope of work; Demonstrated applicable experience; Total evaluated cost. Staff compiled the ratings and ranked the organizations. The Cultural Planning Group (CPG) received the highest average score of 74 (Exhibit 1). CPG is a consulting firm serving the field of arts and culture. CPG principals have prepared more than 60 cultural plans for communities throughout the nation, including the City of Los Angeles, City of Boulder, Colorado and City of San Antonio, Texas. The CPG team also has vast experience in projects relating to cultural facility and district plans, feasilbity studies, impact studies, arts research, public art plans, and assessments. Attached is the proposal from the CPG which includes the scope of work to develop the Arts and Culture Master Plan (Exhibit 2). It is anticipated that the Arts and Culture Master Plan process will take 10 months to complete with an additional two months to prepare the final report presentation for City Council. Staff will provide the Mayor and City Council with periodic updates on the progress of the Plan. Based on the ratings by the ACC, it is recommended that the City enter into an agreement (Exhibit 3) with CPG to develop the new citywide Arts and Culture Master Plan. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Promote a strong arts and culture infrastructure, Objective #5 (Promote a strong arts and culture infrastructure), Strategy A (Work closely with the Arts and Culture Commission and local artist organizations to develop an Arts Master Plan which will ensure all cultural programming, events and resource support). FISCAL IMPACT Funds are budgeted and available in the Community Activities, Contract Services — Professional Account (01105810-62300). 25B -2 Arts and Culture Master Plan May 5, 2015 Page 3 Community Development Agency Exhibit: 1. Ratings 2. CPG Proposal 3. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez y� Executive Director Finance & Mgmt. Services Agency 25B -3 25B -4 EXHIBIT 1 25B -5 r 9 March 6, 2015 The Cultural Planning Group The Cultural Planning Group California, Philadelphia, Florida and Hawai'l Jerry Allen Partner 444 Hoover Road Sequel, CA 95073 lerry@cv ralelanniscam 831 - 4651953 (office) 4152710102 (mobile) Alliance for California Traditional Arts vrvm.uaihuralpianning,ce�n EXHIBIT 2 25B -7 Los Angeles, CA Amy Kitchener _ Executive Director 1000 North Alameda Street Suite 240 °noses° Los Angeles, CA 90012 vrvm.uaihuralpianning,ce�n EXHIBIT 2 25B -7 Table mfContents CoverLetter ..................... ............. ............ —.~^`~`^,~~`~~~..`~—~~...,~`~^'~~~.' Introduction ...~.� �... ..^.,.^...................^^a ProjectUnderstanding ................................................................. ~~~..~~..—^—�.......—.�3 WorkPlan .............. —..—,^^.~.~~^`~^.....~—~--~—~.~.~,~^—.—`~~~—~~.~^^. Approach........ .................... .................... ............ ~~—~~—~—~._~—~~,~^`~~,~~~,~~,_ Process........ ............................... ~~~_~,~^,~^,~~~,^_,^_~^~^^~^_,^`~^`~~~~�_� |nmodvmho ... .— ...,,....`,....^..........^..........^`...,...7 CommunityEngagement Approaches ...................................................................... ..................... ..................... 7 Phase |: Project initiation, Stakeholder & Community Engagement .—.— ...................... ....................... _. .... ... y Phase Two: Santa Ana Arts and Culture Plan Development ..... .................. ................... '.... ... ......... .... -1u Phase Three; Santa Ana Arts and Culture Master Plan Presentation and Approvals ..... .... ,. ......... . ............ /2 Detailed Task List and Cost Proposal ................................................... ...... ........... ....................... ..... ... 14 Consultant Requests vf the City of Santa Ana ................................................................. ...... I .............. Y8 Personneland Experience ........................................................................................ ....—,.—~...10 The Cultural Planning Group Overview ...... --.—~^~~..,~—`.~ ............................................... 20 Ouru*nicoo .............................. ~~, ........ _,~~,__~_~^~~,__,_^~~~~_` ..... ..... ..... .... �, Cultural Planning Experience ...... .............................. ................... ..... ... ..... .................. z( Our Clients .......^...`............~......,.......^...,.. .................................... ................ .............. .................. ......... 21 Alliance for California Traditional Arts Overview .......... —`~~`.^`.—~~~~^ .................................. X2 Consultant 8len ....................... ................ ~,`~~~, ........ ..... ,~~_~_,^~~,_~^. The Cultural Planning Group ............. ............................................... ........... ... .............. ............... 23 JerryAllen, Partner ..................................... ^~~'`--,~.~,—`.^,,~.~^—',__~^� ......... .... ..... Linda Flynn, nkuCPA Research & Project Lead ........ .......................................... I'll ... ...... 1. .... ...... ........ 23 vwmnep|amnopSaoocwn. Planner ..................... .......................................... ..................... ........ .................... 24 Alliance for California Traditional Arts ^~^^`'~—`^~`^^`~^—~~~^`^—`^.—....—.....25 AmyKitchener, Executive Director . ..................................... .......................... -- ............ ..... ........... ............. 25 Quot7aFloms,pmmumMeu0o_.....—,—~~^~~.---~~.~_—`—~..—.--.....—.26 CidoUohdvozPnioctCoordinumr—........—,.--~~.~—,.~`^—,~~.~.—,^~.`.~__~^^... roomExperience ................ .............. ...... ..... ___ ..................................... ,................. ... ................ 27 TheCultural Planning Group ..................................................................... ..`................ ......... ....... %7 The Alliance for California Traditional Arts ................................................ `~~~--.. .............. , ... 31 Proposed Timulno and Deliverables Schedule ...... . ................ ....................................... ...................... 32 References.................. ................ ............ ~_^—~^`~~_,_`,_`~^_~,`~_,,~,~,_~_~^. The Cultural Planning Group ....... ................. ~^.~~—~—`~~~~— ............... ... .......... ................. %} The Cultural Plannifig Group Cover Letter March 6, 2015 Kelly Reenders, Executive Director Community Development Agency City of Santa Ana 20 Civic Center Plaza, M -25, 61h Floor Santa Ana, 92702 Dear Kelly: On behalf of our team, I am pleased to submit our proposal to partner with you In developing the Santa Ana Arts and Culture Master Plan. This project represents an exceptional opportunity for the City, the arts community, and the community at large. We understand that Santa Ana has extraordinary arts and cultural resources that serve residents, workers, and more than two million annual visitors. Our team holds more than the requisite qualifications to facilitate a process to develop a plan that embodies Santa Ana's aspirations to create a community vision for arts and cultural. As you may be aware, we have more successful experience than any other firm in preparing cultural plans. This means we bring a broad perspective and toolklt to the challenges and possibilities In Santa Ana. We have a strong track record of plans that are implemented, in part because we utilize the planning process to create the consensus and political will necessary for Implementation. We also have a mindset and capacity for innovation, forging new solutions that fit the unique circumstances of the community. Our team includes two members of The Cultural Planning Group, which would serve as the lead consultant, We have two sub - consultants: the Alliance for California Traditional Arts (Amy Kitchener, Quetzal Flores and Citlalli Chavez) and Victoria Plettner- Saunders with the San Diego -based arts research and planning firm, v.p.s. oartographie. Our team members' backgrounds will greatly benefit this project: managing local arts agencies, cultural policy, political affairs, arts research and funding, California traditional and multi - ethnic arts, working with culturally diverse communities, public art, and audience development. We are seasoned practitioners, able to successfully navigate the Inevitable surprises and challenges that arise in any complex planning project. We are excited at the prospect of unearthing Santa Ana's overarching vision for Its own cultural development, and assisting the Arts and Culture Commission and the project Steering Committee to forge an aspirational roadmap for arts growth and development. Please let us know if we may provide you with any additional information. l3egt /ard ,� Jerry Allen, Partner The Culr ral Planning Group 25B -9 2 Introduction Project Understanding We understand that The City of Santa Ana seeks to develop an Arts and Culture Master Plan —a roadmap to advance Santa Ana towards enhancing its cultural assets for the benefit of its residents, workers, and visitors. The Request for Proposal (RFP) sets forth a series of goals and processes that will make the goal achievable over time. The City and communities of Santa Ana have significant cultural assets Including the distinct Downtown Santa Ana Historic Districts, the Artist Village, Bowers Museum, Yost Theatre. The City's Arts and Culture Commission has a broad mission of community service and a clearly defined set of responsibilities. These include: • Developing policies priorities and plans to develop the arts in Santa Ana; • Coordinating with public and private entities to promote the arts; • Encouragement of business and economic development and cultural tourism; • Celebrating the city's unique cultural heritage; • Distribution of City arts funding; • Design and placement of public art, utilizing local artists; and • Advocating for arts education, sister Cities and other cultural initiatives. Comprehensive Planning Goals and Issues The City has Identified two key planning goals: to create a common vision for the role that arts and culture should play in the Santa Ana as well a$ to determine which pieces of the vision can guide policy and programming. The overall vision for the plan is that the Implementation of Its outcomes will enhance quality of life for Santa Ana residents, visitors and businesses.. These goals may be adapted or built on as the planning process unfolds. Planning questions focus on analyzing and understanding Santa Ana's arts ecosystem and current audience, articulating a shared vision, identifying potential new participants and gaps in the infrastructure, anticipating future community needs, service within and beyond downtown, and leveraging the City's resources. We are aware of several key issues specific to the Santa Ana community that will have significant implications for cultural planning. The City has recently completed a Five -Year Strategic Planning process that included community input on arts and culture needs and desires. Much of the comprehensive research completed for that plan can inform this planning process, providing significant data regarding the landscape and ecosystem In which cultural planning will take place. In addition, the outcomes of the California Endowment's Building Healthy Communities Plan, in particular its efforts to empower the community to engage in discourse about Issues that Impact them and the influence Its had on raising community awareness around quality 25B -10 of life can greatly enhance their deslre and ability to participate In the cultural planning process. We look forward to working with the Building Healthy Communities Hub to connect and build on their efforts as appropriate. The Activating Cultural Assets Pilot Project asset mapping conducted with the Alliance for California Traditional Arts is a key tool for planning and an Ideal starting point for additional asset mapping that would take place during this planning process as well. The City's Community Engagement Plan will likely have connecting points and areas that can be aligned with cultural planning. We will meet with the consultants the City has engaged to implement that plan and Identify how these two planning efforts can benefit one another. To understand cultural planning In Santa Ana requires an understanding not only of Its demographic data (80% Latlno; 40% born outside the United States; a majority speak a language other than English at home; roughly 30% are under the age of 25, and almost 50% under the age of 34; etc.) but of the changes in the landscape that have led to tensions around gentrification, downtown vs. suburban amenities, and at -risk youth. To ensure that our already Inclusive planning process is sensitive to and properly addresses these issues within the cultural planning context in Santa Ana, we have engaged the Alliance for California Traditional Arts (ACTH) as sub consultants for co- developing and implementing the. plan for community engagement activities and for gathering community Input, ACTA brings their collective experience with reaching deeply Into a community to hear voices not often heard as well as previous experience in Santa Ana, staff who grew up in the area, bilingual capabilities and responsivity to cultural diversity and Its community value. They have an approach that they refer to as "community engagement at the kitchen table" that can greatly enhance our cultural planning efforts for Santa Ana. The city's unusually high youth population and the community's desire for their involvement with the plan will be achieved In part by working closely with the City's Youth Commission, as well as organizations such as Kid Works, Raiz, and El Centro Cultural de Mexico to get their own feedback in addition to identifying ways that they can work with us to gather community input. For a community like Santa Ana in which youth empowerment Is a recognized value, there are significant learning and leadership opportunities that can be gained by their Inclusion In the planning process. We would like to explore with you how to include them In the process in constructive, productive and educative ways. Expectations of the Consultants The consulting team will work in partnership with Santa Ana and the community in developing this plan. In any planning process, inclusive public participation is essential to the project. The consultants will work closely with staff to raise resident awareness, inform the public on an ongoing basis, learn the community's needs and priorities, and build support for adoption and implementation of the plan. Equity is also Important to the plan; in Santa Ana in particular, there is a clear need for developing community The Cultural Planning Group 25B -11 4 processes that seek to fully incorporate the diversity that is a hallmark characteristic of the city. This includes multi - lingual, multi - ethnic and multi-gonerational community engagement activities as well as gathering input from the grassroots as well as the grass tops. In addition, inviting and including artists' creativity as appropriate will help distinguish this plan and make it more authentic. We provide effective project leadership, facilitation, communications, advice, benchmarking with other communities, best practices, new ideas, and assistance with vetting and adoption of the plan. The planning document must be an effective and energizing communications tool, including images, text, maps and drawings. It should include the findings of the assessment, visioning, and recommended strategies for equitable distribution of arts opportunities, public art, funding, leveraging the resources of the City, program delivery, facility development, and documentation of the planning process. The plan must also be consistent with the Santa Ana General Plan, five -Year Strategic Plan, Community Engagement Plan, as well as other relevant plans, policies and studies. Work Plan MHOM Our Philosophy of Cultural Planning We believe that arts and culture are among a community's most powerful assets. They distinguish each community and allow residents to better understand and celebrate the uniqueness of their lives. As the "Smart Cities" movement Illustrates, arts and culture are also a competitive tool, strengthening many elements of civic life, including the economy, workforce development, education, youth development, neighborhood development, redevelopment projects, sustainability, and cultural equity. An increasing body of research documents how thoughtful cultural policy is essential to civic health. Cultural planning is a primary tool for organizing the best use of this critical asset. As practitioners of the craft, The Cultural Planning Group fundamentally views cultural planning as holding up a mirror to the community. To accomplish this, we emphasize diverse community Input, rigorous data collection, thoughtful team analysis of project issues, and substantial interaction with project leaders throughout the process. We do not do "cookie cutter" work. We listen well to cultural stakeholders, assess the needs of those not served by current programs, research questions that require new data, and develop solutions in consultation with project leaders. At the end of the process, the cultural assessment and planning report will reflect the community's diverse needs, aspirations, history and capacities. Rather than merely adopting methods used In other communities, we will help forge new solutlons that fit Santa Ana. We have a mindset towards, and a track record of, innovative solutions that expand national best practices. 25B -12 In San Antonio, we developed the first major city cultural plan to establish a direct linkage between cultural development and economic development by assessing the larger creative Industry. In Broward County (Florlda), we recommended the transformation of the local arts agency into the lead agency for the creative economy, not only "the arts," and restructuring it as a quasi- governmental agency, with greater autonomy in fulfilling its mission. In Minneapolis, in response to the gentrificatlon that was pricing artists out of the city, we proposed a public- private partnership for the creation of a Cultural Trust that would purchase the development rights to properties already providing artist live -work spaces. In Santa Monica, in response to exorbitant real estate costs, we proposed "Arts Alleys" to take advantage of underutllized properties along the alleys in the downtown core. In San Diego, we worked with local developers to extend the percent for art requirement to new commercial and industrial development in the city. We believe in and practice an inclusive planning process, with special attention to community engagement specific to each city. Working with the client, we identify cultural stakeholders and other community groups and leaders who will add to the depth of input shaping the collective cultural vision. We utilize surveys, interviews, online tools, social media, structured community conversations, charettes, artist -led workshops, community forums and other local opportunities to engage people. In Kansas City, a representative example, more than 3,000 people participated directly in the planning process. This Included 24 "community conversations," informal discussion groups held in diverse, grassroots settings throughout all neighborhoods of the city. In Santa Monica, children's art workshops associated with community planning meetings provided artworks portraying their vision of art In the community, Virtually all of our plans have been Implemented, or are currently In process. This Is possible because each plan is derived from the community. We manage the planning process to generate community consensus, leadership and support for the plan. cur Approach to the Santa Ana Arts Plan Our approach Is a comprehensive assessment and community engagement process, designed to ollcit not only a portrait of the arts ecosystem and arts audience, but also the community's vision and aspiration for cultural development, We understand the community process must be open, inclusive, and bi- lingual. The process will probe and articulate a shared vision to make the plan both specific and achievable, We have an excellent track record of creative and effective community engagement that yields information, consensus and momentum for implementation of the plan. Our proposed approach includes a menu of services and tools that can be customized, In consultation with the client, to form the most appropriate, Imaginative and useful scope of work. Most or all of the proposed services are possible within the general budget we anticipate for this project. We have provided a detailed description of our proposed scope of services for this project, Including the specific deliverables. T'he Gultural !'Tanning Group 25B -13 IV Process This full outline of our approach to the Santa Aria Arts and Culture Master Plan represents our best understanding of the needs of the project at this time. If selected, we will refine and customize the process to the specific needs for planning. The community engagement and research recommendations in particular are a menu of possibilities. We would select and adapt the most useful services to the project. We believe in and practice an inclusive planning process, with special attention to stakeholder and community engagement specific to each community. Working with the client, we Identify cultural stakeholders and other community groups and leaders who will add to the depth of the data, which Informs the city's cultural vision and its resulting plan. We employ individual interviews, surveys, online tools, social media, workshops, community conversations, community forums and other local opportunities to engage people. e a, This outlines a. comprehensive, proposed approach to community engagement and related research for the City of Santa Ana Arts and Culture Master Plan. If selected, we will work with Santa Ana to fully develop the most effective community engagement efforts for successful project outcomes. The intent of our community engagement efforts is to develop a "porous" system with many entry points through which anyone can participate in the process. Our approach includes multiple entry points for all sectors of the community, from the grassroots to the leadership level. Community engagement initiatives include traditional face -to -face interviews and personal meetings; discussion groups; cafe conversations (large - group); family- oriented creative workshops with local artist participation; online participatory tools such as MindMixer, and on -line polls; and —for those without computer access or who don't feel comfortable providing ideas or feedback online —the option to telephone or text ideas about their vision or to complete a traditional paper and pencil survey. Children's Artsimaglne workshop Key Person Interview and Focus Group Lists: Working with staff, the Steering Committee and other informants, we will develop a master list of Individuals and stakeholder groups to be consulted during the planning process. This may include local arts providers, City elected and appointed officials, community and business leaders, potential funding partners, civic associations, tourism associations, youth and senior groups, education leaders, the faith community, as well as any other leadership that would be valuable to the planning process. 25B -14 • Artslmaglne Workshops: These workshops allow residents with an alternative mode of participation In the planning process. Workshops are led by artists, in collaboration with the consultants, and can include adults as well as children. This is our approach to community participation based on the theory of "appreciative inquiry." Appreciative inquiry is used to discover, understand and foster Innovations in communities by gathering positive stories and images and constructing positive interactions. We focus on exploring ways to consider'what could be' and'what Is possible' by focusing on positive experiences and future vision— helping us to answer questions such as, "What inspires you to be part of the Santa Ana arts and cultural community?" and "What arts environment would you most like to help bring alive in the next 10 years?" or "How can tomorrow be different from today?" The format uses a set of exploratory questions to draw out stories and visual scenes and help participants Identify a desired future and vision. The results from the workshops will be combined and summarized for the City. • Community Conversations (volunteer or co- volunteer led): These discussion sessions allow Santa Ana residents to discuss among themselves their vision and aspirations' For Santa Ana's arts and cultural future in their own venues, as opposed to a more formal City - sponsored Input session. Community volunteers are recruited and trained to conduct a series of conversations in familiar, comfortable community settings— schools, churches, community centers, neighborhood associations, libraries, their own living rooms, restaurants, bars, and local "gathering spots." Discussions are customized to the neighborhoods and topics of interest, Volunteers are given comprehensive materials including an introduction, discussion questions and a reporting format. • MindMixer: MindMixer is an interactive website for community engagement. It allows easy, public access to project information and multiple ways to provide ideas and opinions — visually and textually. The team will use the tool for instant polls and surveys, and for testing ideas and concepts, We encourage people to tell their stories about their community and their interaction with arts and culture through their photos and videos. Additionally, MindMixer acts as a tracking tool to measure participation. Social Media: Related to the MindMixer platform is a social media program of Twitter, Facebook, Instagram, Pinterest and other channels to incite conversation, promote awareness, publicize information and events, and generally engage the portion of the public that most relates to social media. This can also conceivably be a part of the City's new communitywide arts calendar. Cafe -Style Town Halls: At the start of the project, a series of Town Halls using cafe -style discussion groups are conducted in areas accessible to different parts of the City. These opportunities are advertised to the whole community for participation. They provide a diverse group of people with opportunities to easily share information and insights into the arts and cultural planning process for the City. A number of topics are prepared and documented based Tne CUItural Planning GFOUP 25B -15 on the number of tables in each meeting. People are invited to talk in small, Intimate groups at the tables about topics of interest and then are asked to rotate to another table with a different set of questions around another topic. At the end of the session a plenary session is conducted to allow the whole group to share and connect with the topics and ideas generated. These meetings help to set up the planning process and allow a cross - pollination of ideas across a large group of people. It is a powerful technique for creating shared knowledge of Santa Ana's current arts and cultural landscape and future aspirations while it provides us with exploration of new issues for the planning process. Community Vision Forums: It may be valuable to "package" a series of community engagement activities Into a weeklong forum that brings public attention to the planning process and, more importantly, to the planning issues. In other communities, this approach has started with a mayoral kick -off event, and extended over a time period from one to several weeks, Public activities can Include many proposed here, such as volunteer -led Community Conversations, a Town Hall, consultant -led discussion groups, artist -led Artslmagine workshops, and an active MlndMixer and social media effort. Interviews and Discussion Groups: The consultant team will conduct a comprehensive series of interviews and focus group meetings, including City officials, civic leaders, artists, cultural organization leaders, and other stakeholders. These direct engagements allow for an in -depth exploration of the challenges and opportunities for the Arts and Cultural Master Plan. SurveyslQuestionnalres: We will conduct a Resident Survey investigating arts and cultural participation, and aspirations for the arts end cultural development of the City of Santa Ana. We will work with City staff and the Project Steering Committee to determine the best community survey methodology — web - based, telephone /cell- phone, or intercepts. We will conduct a Survey of Arts Organizations and other Cultural Providers in Santa Ana. Phase I: Project Initiation, Stakeholder & Community Engagement Project Initiation Project Initiation focuses on the review of relevant background information, development of a detailed work plan, and an initial meeting with the client to clarify a mutual understanding of the project. Phase Two would last approximately three to four months and include three site visits. Project Preparation, including a $coping meeting with the client, to develop a Detailed Project Work Plan and Timeline, and identify potential barriers to a successful plan. The Cultural Planning Grol;p 25B -16 Formation of a Project Steering Committee Composed of planning stakeholders, which will provide input and advise to the consultant team throughout the planning process. A thorough Document Review, examining relevant City and County organizational plans and studies. Develop Research Protocols for planning effort, identifying key research outcomes and methodologies. Identiflcatlon of a Key Person Interview and Organization list, building on our existing knowledge and relationships in Santa Ana. Development of a project Communications Plan, to keep all planning participants informed throughout the planning process and to provide an avenue for input to the consultants. Research Inventory of Santa Ana's Arts and Cultural Assets: We will prepare an inventory of nonprofit arts organizations, venues and major programs as a basis for assessment of the community's arts ecosystem. We will utilize a combination of available data and information collected through the community engagement /research process, Analysis of Arts Community Data: We can "mine" information collected by the City on its arts grantees, and through studies such as Arts and Economic Prosperityty, to develop a portrait of the arts ecosystem. National Assessment: We will identify a cohort of relevant cities andlor programs for a study comparing agreed -on criteria. This benchmarking study can focus on levels and types of arts funding, model approaches to programs of interest to Santa Ana, national trends, best practices, approaches to cultural equity, community arts, and other factors. In addition, we can profile model organizations or Initiatives of special interest. Local Assessment, including compilation of demographic and arts date, articulation of the history of arts in Santa Ana, review of Arts and Culture Commission programming, staffing and support systems. Assessment of Funding Resources, including both public and private funding sources. • Additional Comparisons of Santa Ana with National and Other Benchmarks: Using available datasets, such as the Local Arts Index and other national studies, we can Identify salient points of comparison for Santa Ana. It will be important to use comparisons to Identify what makes Santa Ana special, as well as where its gaps or weaknesses lie. Ultimately, comparisons can be a powerful advocacy tool for adoption of the plan, The GUltUral Planning Group 25B -17 to Dellverables: • Detalled work plan and schedule. • Final report documentation from document review. • Orientation for Steering Committee. • Communications plan. • Inventory of local cultural assets, facilities and programs Benchmark study of comparable cities Community Engagement Initial Meeting with Steering Committee, to clarify understanding of planning issues and project goals. This framework of issues and goals will be tested and modified throuph the phases and the community research process. Tour of Santa Ana, to update our understanding of Santa Ana's arts and cultural resources, developments and neighborhoods, and its adjacent cultural corridors. Ongoing coordination of periodic meetings of the Steering Committee, including providing summary written and oral reports on various aspects of the plan as it develops. The consultant will work with the Committee to develop a Vision and Mission Statement for the development of the plan. Key Person Interviews conducted by the consultants with cultural and city stakeholders, public officials, funders, media representatives, etc., to explore and develop key issues. Focus Group Meetings conducted to allow for In -depth exploration of selected Issues. Likely stakeholder groups include downtown businesses, tourism industry leaders, artists, arts patrons, and cultural leaders. Community Conversations, with the general public, working in tandem with ACTA to ensure a deep reach into communities. Online Community Opinion Survey, to identify their participation in arts and cultural activities, and determine their cultural needs and preferences, This survey is an excellent tool for reaching beyond the usual arts stakeholders and learning critical information about the city's cultural interests and vision. Deliverables: • Periodic meetings of the Steering Committee. • Community Engagement reporting and data • Online resident survey design and administration with a summary report. • Final report documentation from interviews and focus group meetings. The CiUItUral Planning Group 25B -18 11 Phase Two: Santa Ana Arts and Culture Plan Development Phase Two would last approximately three months and Include two site visits. Identify Preliminary Strategies and Recommendations, for review and discussion by the client group and the Steering Committee. • Develop a Draft Santa Ana Arts and Culture Master Plan with strategies and recommendations based on the totality of the community engagement and research. To assure clarity and better implementation, each recommendation will identify a lead agency, partner agencies, costs and resources needed, potential funding sources, a starting year, initial steps and other detail. Internal vetting of the draft plan by City staff and the Arts and Culture Commission. Presentation, review and vatting by the Steering Committee, Follow-up Interviews and Meetings as required to fully vet the draft plan with key decision• makers and stakeholders. - • Convene a (Second) Town Hall Meeting to present the draft plan and gather resident and stakeholder input Presentation of the draft plan to the City Council, preferably in a work or study session, allowing Imdepth discussion of the plan recommendations and strategies. Deliverables: • Preliminary Strategies and Recommendations • Draft Santa Ana Arts and Culture Master Plan • Second community town hall meeting • Partnering and funding strategies and plan • Follow -up interviews and meetings Phase Three; Santa Ana Arts and Culture Master Plan Presentation and Approvals Phase three would last approximately three months and include 1 —2 site visits. Develop a Final Plan document, which fully develops arts and cultural strategies for Santa Ana, Identifying funding, programming and collaborative opportunities, roles and responsibilities, partnerships and alignment with City goals and Initiatives, The final plan will incorporate the results of the vatting of the draft plan, Draft recommendations that do not have a viable lead agency or are otherwise deemed infeasible will be modified or removed from the final plan. This avoids "setting up the community for failure" and better assures support for adoption. The plan The Cultural Plannirg Group 25B -19 12 will include an implementation chapter, budget pro4ormas, and other components as needed to assure successful review, adoption and transition to implementation. In addition, the plan will Include a description and record of the planning process, background documentation from plans and studies, and other archival Information considered useful to future use of the plan. The final format of the plan can include a printed executive summary, an electronic /online version, and a full document (with appendices) as the complete record of the plan. Conduct a Workshop for Implementation Partners to refine and confirm roles, and help create the conditions for successful implementation. This recognizes that the City will be just one of the partners to Implement portions of the plan. The purpose of this workshop is to confirm their commitment to participate in the implementation of the plan, • Presentations of the Plan to Approving Agencies, including the Arts and Culture Commission, Steering Committee, City and other implementing agencies or organizations. Deliverables: • Final Santa Ana Arts and Culture Master Plan, including detailed implementation plan • Implementation partners' workshop • Presentations to Steering Committee, City staff and City Council The Cultural Planning Group 25B -20 '13 Detailed Task List and Cost Proposal This table presents a detailed listing of project tasks and time allocations, in the approximate sequence of activities. Please note that this is based on our current understanding of the project, and this table will form the basis of a detailed work plan to be developed in consultation with the client during initiation of the project. The ACTA. column lists activities, rather than hours, because the ACTA team includes three members billing at different rates. Once the project scope is clarified, ACTA's activities will be specified, within an overall negotiated fee. Phase One: Project Initiation, Community Engagement Finalize contract, project schedule and methodology Documents, plans, literature review, with summary report: City general and area specific plans City departmental plans (Parks, Transportation, etc) City economic development strategy Strategic Plan Visitor and tourism programs Plans developed by partner agencies Documents related to key project stakeholders Assist in identifying Steering Committee members Development of Outreach Strategy Master list of project stakeholders (with client) Develop standard formats for public documents Develop interactive project website (MindMixer) Development of public participation plan, Including: Public forums or town hall meetings On -line surveys of residents & key stakeholders Focus groups Key person interviews Youth involvement Community conversations Prepare Steering Committee orientation Develop project communications plan Site Visit 1 (9 days on site) Meet with City project staff Tour City/identify & map and resources /facilities Interviews with key City leadership Initial meeting of Steering Committee Orientation to planning process Critical issues and opportunities hours 20 24 25B -21 hours hours 24 12 24 X 14 Identification of key project stakeholders Initial key person interviews Identify benchmark cities for comparative study Interim Activities Develop protocol for on -line resident survey Develop on -line survey of artists & cultural orgs Gather lists for resident, artist and org.. surveys Develop protocol for best practices study Develop format for benchmark cities study Inventory/evaluate existing arts programs, facilities Presentation for town hall meeting Develop MindMixer site Local Assessment, with summary report Cultural asset inventory and mapping Data collection, including: demographics, artist data, support systems History of the arts in Santa Ana Review of Arts & Culture Commission Programs Staffing Support Resource assessment, including: funding & other support systems Site Visit 2 (3 days on site) Meetings with client staff Key person interviews Develop plan for "Festival of Ideas" Training for community conversation volunteers Meeting with Steering Committee Project update Visioning Exercise Discuss unique aspects Santa Ana Review online survey protocols Identification gaps in the cultural ecology Discussion of issues and opportunities Interim Activities Distribute /monitor on -line surveys National assessment, with summary report Trends Conduct benchmark cities study Conduct best practices research Relevant master plan Allen Saunders Flynn ACTA hours hours hours activity 20 45 4 4 4 4 12 4 2 2 8 4 4 8 42 12 8 2 12 8 4 X 8 4 X 24 16 24 4 24 40 16 20 25B -22 IE Successes and Failures -- -- Preliminary Analysis of on -line survey responses Monitor MindMixer site Site Visit 3 (5 days on site .2 consultants /3 days on site -1 consultant) Meetings with client staff Kick -off town hall meeting Key person interviews Focus group meetings Community conversations Meeting with Steering Committee Project update Review online survey analysis /report Discussion of findings to date SWOT analysis of Local cultural issues /assets Interim Activities Identify cultural arts impact . on local economy* Develop program structure and support systems Analyze City budget and funding potential Analyze non -City funding potential Other governmental sources Foundation support potential Corporate funding potential Individual philanthropy Sponsorships and other earned income potential Data Analysis, including Assemble raw data set - analyze key findings Report on benchmark study and best practices Report on survey and MindMixer results Summary report on research methodology Prepare summary report on SWOT analysis Develop computerized methods for data mining Develop preliminary strategies & recommendations Phase Two: Plan Development Site Visit 4: (3 days on site) Meet with client staff Second town hall meeting: preliminary strategies Follow -up key person interviews Follow -up focus discussion group meetings Meeting with Steering Committee Project update Preliminary strategies & recommendations Presentation of survey reports I-1 T -I, Allen 4 32 sunders Flynn AC' hours hours acth 4 4 4 6 8 8 8 F32 24 X 34 24 34 4 4 4 8 8 6 12 24 25B -23 12 4 6 4 8 8 4 24 24 16 i rnases /lasKs Allen Saunders Flynn ACTA i hours ` hours hours activity Presentation of benchmark and best practices -- _ .__ ___ _ .._._.T Discuss of potential arts development partners Interim Activities 28 16 12 Analyze feedback on strategies & 4 4 4 recommendations Align plan goals with general & other City plans 4 Write and distribute draft arts and cultural plan 24 8 8 Site Visit 5: (3 days on site) 24 Meet with client staff Meeting with Steering Committee Project update Discussion of draft report Discussion of advocacy strategy Follow -up interviews Presentation of Draft Plan to Arts Commission City Council Workshop on draft plan Meetings with implementing partners Interim Activities 22 12 10 Analyze feedback from draft plan 4 4 Writeidistribute final plan 16 8 8 Phase Three: Final Plan Review and Approvals 16 Site Visit 6: (2 days an site) 16 Meeting with Steering Committee Approval of final arts and cultural plan Implementation strategies and timetable Presentation of final plan to partner agencies Presentation of final plan City Council 6 months phone consultations after approval of plans Total hours: 272 221 272 Hourly rate $150 $125 $150 Flat rate Consultant fees; 40,800 27,625 40,800 25,000 Budget Consultant Fees $134,225 Estimated Travel Expenses $22,920 Airfare 5 trips (SJC to LAX) @ 350 1,750 4 trips (FILL to LAX) @ 550 2,200 17 25B -24 Hotels - 53 nights @ $180 Per diem - 53 days @ $70 Car rental /ground transport 30 days @ $75 Parking /airport -50 days @ $15 Travel Budget for ACTA *AFTA - Arts and Prosperity Study Overhead - legal, accounting, Insurance, etc (10% of consulting fees) Grand Total: hours hours 9,540 3,710 2,250 750 2,000 $5,000 $13,423 $175,588 Consultant Requests of the City of Santa Ana We look forward to the prospect of working with the City of Santa Ana staff and Arts and Culture Commission. To best fulfill the project objectives, we request the following assistance from the City during the project: Assembling and transmitting to the consultants, all documents, plans, policies, studies, data and other literature relevant to the planning process. Attendance at relevant meetings, . including meetings of the Steering Committee; also at selected stakeholder and community meetings where the presence of City staff would not deter candid input and discussion . of planning Ideas, Development of engagement lists, such as potential steering committee members, interviewees, stakeholder discussion group participants, etc., in consultation with the consultants. Scheduling of interviews, focus groups, meetings and other planning activities and announcement/publicty for any public meetings. • Logistics . for all meetings and other planning activities • Implementation of the communications plan, including potential development of an online project portal with content to be developed by both the consultants and the client. Distribution of the community online survey, through electronic lists, newsletters, . print, and other publicity, in cooperation with CPG's Research Director Assistance with GIS mapping, utilizing the City's mapping capabilities Duplication and printing of the draft and final plan documents. Timely response to consultant inquiries, requests, draft documents and other planning materials. M 25B -25 Personnel and Experience Our proposal Includes a six- member consulting team of two CPG personnel for this project, plus four sub - consultants. The table below identifies the people, roles, and relationships for our team. A description of The Cultural Planning Group's qualifications, consultant bios, and other distinguishing team characteristics are provided on the following pages. Santa Ana Arts and Culture Master Plan Proposed Consulting Team Organizational Chart Firm The Cultural Planning Croup Jerry Allen, Partner Linda Flynn, Research Director The Cultural Planning Group 444 Hoover Road Soquel; CA 05073 leoylo�_cuitura_Ipfnnn ng c h 831 -465 -1953 (office) 415 -271 -0102 (mobile) V.P.S. carrograpnre Victoria Plattner- Saunders, Chief Strategist 4769 Kensington Drive San Diego, CA 92116 vic oria0vpscartogiraphic.corn 619- 540 -2925 (office/mobile) Responsible for development of overall plan, community engagement, analysis and integration of findings, and preparation of planning documents. Responsible for contextual research (local and national assessments); assist with community engagement, analysis of findings, and preparation of planning documents. Alliance for California Community outreach, local Traditional Arts (ACTA) advisor, team analysis of plan Issues and strategies Amy Kitchener, Executive Director Quetzal Flores, Program Manager Citlalli Chavez, Project Coordinator Co- located at Community Partners 1000 N. Alameda Street Suite 240 Los Angeles, CA 90012 i 25B -26 CPG has extensive national experience in cultural planning. Jerry Allen brings experience in cultural planning, research, community process, team leadership and writing. Jerry Allen brings deep experience in management of local arts agencies and public art. Linda Flynn has extensive research experience with nonprofit and corporate clients, and has developed new approaches to community engagement in arts projects. Plattner- Saunders brings skills as a strategic planner, financial analyst and experience as former local arts agency staff person. She also brings training and experience with the role of art in communities, arts education, and the development of young professional leadership efforts. ACTA Is recognized for its work to connect artists and communities in the area of traditional arts, and culturally competent leadership. They have specific experience and knowledge of the Santa Ana community. 19 The Cultural planning Group Overview The Cultural Planning Group Is a consulting firm serving the field of arts and culture. We are based in California,. Philadelphia and Hawaii. The field of arts and culture faces unprecedented challenges that Include rapid and unpredictable change. Our focus Is to help our clients address change and develop appropriate solutions. Planning Cultural and Creative Economy Planning Cultural Facilities Planning Creative Placemaking Strategic Planning Public Art Planning and Project Management Leadership and Organizational Transition Assessment and Capacity Building CPG Partners (L to R) Karen Masad, Mark Anderson, Martin Cohen, David PlettnervSaundars and Jerry Allen Philanthropic Effectiveness Program Assessment and Design Innovating Projects Reflecting Change in the Field wv_,ta culturalpllanning.corn CPGs principals have prepared more than 60 cultural plans for communities throughout the nation, more than any other US firm. These include a great range of communities— urban, suburban and rural —in diverse regions. They also include an array of cultural visions, needs, goals and constraints that give us a breadth of experience. A sample list Includes: California Alameda County City of Culver City City of Livermore a City of Los Angeles City of Menlo Park )CCity of Pasadena City of Pleasanton City of Riverside City of Roseville amity of San Diego City of San Jose City of Santa Clarita City of Santa Cruz City of Santa Monica City of Stockton City of Thousand Oaks City of Torrance City of Tracy Contra Costa County Sonoma County City of Ventura City of Whittier, CA East City of Boston, MA (current) District of Columbia (current) Florida Keys Council on the Arts Montgomery County, MD Montgomery County, PA Town of Hilton Head Island, SC West City of Chandler, AZ e City of Boulder, CO City and County of Denver, 00 City of Reno, NV City of Scottsdale, AZ County of Los Alamos, NM 25B -27 Sort Lake County, UT Midwest City of Kansas City, MO City of Milwaukee, WI City of Minneapolis, MN Ohio State Arts Council South Broward County, FL City of Charlotte & Mecklenburg County, NC City of Roswell, GA Texas City of Dallas City of Houston ,. City of San Antonio (current) City of The Colony 20 Our Clients Selected List Government Agenofes Broward County, Florida California Arts Council City and County of Denver City of Charlotte, North Carolina City of Dallas City of Los Angeles Cultural Affairs Division City of Minneapolis, Minnesota City of Pasadena, California City of Philadelphia. Office of Arts, Culture and the Creative Economy City of Reno, Nevada City of Riverside, California City of San Antonio, Texas City of San Diego, California City of San Joao, California City of Santa Monies, California City of Thousand Oaks, California City of Tracy, California City of Upland, California City of Ventura, California County of Maui Office of Economic Developmentilao Theatre Restoration Initiatives Task Force, Hawaii Los Alamos County, New Mexico Los Angeles County Arts Commission +National Fndowmernt for the Arts, Washington, DC New Jersey State Council on the Arts Ohio Arts Council Salt Lake County, Center for the Arts Salt Lake County, ZAP (Zoo, Arts & Parks) Program San Francisco Redevelopment Agency Foundations California Community Foundation, Los Angeles Hawal'i Community Foundation, Honolulu Pew Center for Arts & Heritage, Philadelphia Cultural Management Initiative The Community Foundation Serving Riverside and San Bernardino Counties, California The Emily Hall Tremaine Foundation, Connecticut The Jaynes Irvine Foundation, San Francisco The San Diego Foundation Terasakl Foundation, Los Angeles The Montgomery County Foundation, Pennsylvania TqA Cdalral Planning Group Arts and Cultural OrgarrLmilons African American Museum of Philadelphia Amador County Arts Council, California American Revolution Center, Philadelphia Americans for the Arts, Washington, DC Art Sanctuary, Philadelphia Arts and Business Council of Greater Philadelphia Chamber Music Hawaii, Honolulu Dallas Arts District Management Association and Arts Foundation Dance /USA Philadelphia Ennis House Foundation (Frank Lloyd Wright), Los Angeles Exploratorium, San Francisco Fresno Arts Council, California Hawaii Arts Ensemble (Helen Hula Ka No'sau), Honolulu and Waimea Howell Capital Cultural District, Honolulu Historic Hawal'i Foundation, Honolulu Humboldt Arts Council, California IONA Contemporary Dance Theatre, Honolulu L.A. Stage Alliance LEONARDO/The International Society for the Arts, Sciences and Technology Music Center of Lou Angeles, Center Dance Association Painted Bride Arts Center, Philadelphia People's Light & Theatre Company, Malvern, Pennsylvania PennPrexis, School of Design, University of Pennsylvania The Philadelphia Singers Raioes Culturass Latino Americanas, Philadelphia Scottsdale Public Art, Arizona Side Street Projects, Pasadena, California Southwest Chamber Music, Pasadena, California Taller Puertorriqueno, Philadelphia Wyck Association, Germantown, Pennsylvania Yerba Buena Center for the Arta Yuba Sutter Regional Arts Council, Marysville, California Architecture/Urban Design Firms DOE Design Community Environment, Berkeley HR&A Advisors LMN Architects, Seattle 25B -28 21 ap Alliance for California Traditional Arts Overview �� The Alliance for California Traditional Arts promotes and supports ways for cultural traditions to thrive now and into the future by providing advocacy, F� resources, and connections for folk and traditional artists. From Ohlone IrIONP� basketry and African - American quilt- making to cowboy poetry and Vietnamese opera, California is home to hundreds of diverse traditions. ACTA connects artists, communities, and funders to each other, information, and resources through grants and contracts, convenings, research, and technical assistance. ACTA also provides advocacy through local and national field - building. Recognized for its culturally competent leadership, intellectual capital, and excellence in program administration, ACTA is the California Arts Council's official partner in serving the state's folk and traditional arts field. Dedicated to sustaining and fostering the growth of cultural traditions, ACTA ensures that its core values of respect, cultural pluralism, and cultural democracy permeate every aspect of its activity and programming. ACTA helps people connect to their past and keep traditions a central part of life today and tomorrow. By supporting folk and traditional artists, ACTA supports the health, cultural continuity, and diversity of California. ACTA was founded in 1997 by cultural workers, arts administrators, and traditional artists to address the void in statewide folk & traditional arts leadership. The organization Incorporated in 2001 and achieved 501(c)(3) status In December 2002. 25B -29 Consultant Bios The Cultural Planning Group art. Jerry Allen brings 35 years of experience in the local arts agency and cultural planning fields. Beginning as a studio artist, he did graduate studies at the University of Washington, concentrating on studio art and public administration. He was the Visual Arts Coordinator for the King County Arts Commission (Seattle) in the mid - seventles. King County had one of the earliest percent for art programs in the nation and the first county program ever established. In that capacity, he conceived and administered King County's acclaimed EARTHWORKS: Land Reclamation as Sculpture Symposium, widely regarded as one of the seminal projects in the history of contemporary public After serving three years as Executive Director of the King County Arts Commission, Jerry became the Director of Cultural Affairs for the City of Dallas, Texas. While there, he assisted with the formation of the Dallas Arts District and the Arts District Foundation. In that position, he developed the City's first cultural plan and policy and directed the first public art master plan ever completed by any city. Jerry went on to develop the Yerba Buena Arts Center in San Francisco, California, and recently retired as the Director of the Office of Cultural Affairs in San Jose, CA, where he was responsible for a general fund budget of $7 million and a public art budget of $18 million. Jerry's practice has included providing organizational development, strategic planning, meeting facilitation, and leadership development assistance to dozens of nonprofit cultural organizations. He has participated in the development of community cultural plans and public art master plans for more than 50 city, county and state agencies. r Linda Flynn directs community research for the firm and is integral to analysis of each client's project issues. She has exceptional and broad experience in arts and cultural research and community engagement, providing results for Informed community cultural planning. Prior to her work in the arts and culture industry, Linda worked with government agencies, nonprofit organizations, and 25B -30 23 private sector corporations in the areas of community process, research, project management, and strategic planning. Linda holds a doctorate from Nova Southeastern University in organizational and leadership development, and professional certifications in qualitative research and quantitative research. Linda is affiliated with the American Psychological Association (APA), the European Society for Opinion and Marketing Research (ESOMAR), and volunteers her time at various local nonprofit organizations focused on the Improvement of youth educational experiences In the State of Florida. Victoria Plettner- Saunders is the founder of and Chief Strategist at v.p.s. cartographie an arts research, strategy and planning firm based in San Diego. Plettner- Saunders has been an independent consultant to the nonprofit arts sector since 2004. With a Masters Degree in Arts Administration (emphasizing community arts and cultural services) from the University of Oregon and more than twenty years experience in the nonprofit arts sector, Plettner- Saunders' consulting practice assists arts organizations, philanthropic foundations, local arts agencies (LAA) and community initiatives with a range of services including planning, research, assessment, and professional development, Her skills as a strategic thinker and planner have helped individuals and organizations chart a course for new programs, services and professional goals, In addition to seven years holding various administrative positions with the City of San Diego Commission for Arts and Culture (San Diego's designated LAA and a municipally managed agency funded through the City's Transient Occupancy Tax) between 1998 and 2005, she has provided a. variety of consulting services to LAAs since then. Her first planning contract as a consultant was with the San Jos© Office of Cultural Affairs (SJOCA) for which she conducted an agency wide arts education program assessment that included recommendations for future action. Her experience as a staff person with the City of San Diego took various forms as she began as a Community Arts Coordinator, advanced to Arts Program Analyst. She assisted with the development of the National Endowment for the Arts funded Neighborhood Arts Training Institute, the California Arts Council funded San Diego Arts Education Partnership and the first Emerging Leaders of Arts and Culture leadership training for young professionals. In 2001 she was promoted becoming the agency's first Financial Analyst. At Its peak, she managed a $10 million operating and allocations budget. 25B -31 24 In 2010 she collaborated with the Arts Extension Service at the University of Massachusetts, Amherst and Americans for the Arts to develop strategic planning training workshop for local and state arts agencies. She co- presented the daylong pilot workshop to IAA's from throughout Connecticut in November 2011. An enthusiastic researcher with a curious mind and a skilled writer with a deep interest in arts leadership, Victoria has published several articles on next generation and mid- career arts leadership for CultureWork, an electronic publication of the University of Oregon Center for Community Arts and Cultural Policy, and NAMAC, as well as conducted statewide leadership research for The James Irvine Foundation. She was also recently published in the G1A Reader with a case study on the San Diego Youth Symphony and Conservatory's El Sistema- Inspired Community Opus Program. Piettner- Saunders chaired the Arts Education Council at Americans for the Arts (2011 -2013) and founded the first local arts education advocacy network in San Diego In partnership with the California Alliance for Arts Education. For a complete CV please go to: www. vpscartographle.com, Alliance for California Traditional Arts Amy Kitchener co- founded the Alliance for California Traditional Arts (ACTA) in 1997. Understanding California's unique position as the nation's epicenter for diverse cultural and multi - national communities, ACTA's work has focused on social change through grant making, capacity and leadership development, technical assistance, and bilingual program development. Trained as a public folklorist with an M. A. from UCLA, Amy is trained and highly experienced in ethnographic research methods. Amy has piloted participatory cultural asset mapping in neglected and rural areas of the state and consults with other organizations and across sectors on this method of discovery and inclusion of community voices. In 2007, Amy served as a consultant and co- author with WolfBrown for the James Irvine Foundation's California Engagement in Inland California. Later in 2011 Amy was on the study team that coauthored the James Irvine Foundation report on the arts and cultural ecology of California. Recently, in 2013, Amy served as the Program Director for the Santa Ana Building Healthy Communities "Activating Cultural Treasures" project. She continues to serve as a consultant for many national organizations and has taken part in two U.S. -China Intangible Cultural Heritage exchanges. She has published on a variety subjects Involving California folklife, including immigrant arts training and transmission, and Asian American folk arts. 25B -32 Im Quetzal Flores, Program Manager Quetzal Flores has extensive experience as a community organizer, cultural worker, and accomplished artist. As the son of labor union organizers, Flores Inherited an undying accountability to community struggles. From land straggles with South Central farmers, immigration reform, supermarket workers union strike, and the Indigenous Zapatista struggle, to the everyday community struggles In East Los Angeles, he has been active with music In hand. Since 1993, has been the musical director for the East Los Angeles -based rock group Quetzal, whose fifth album, Imaglnerles, was released by Smithsonian Folkways in 2012. As a program manager at ACTA, Flores has managed ACTA's "Activating Our Cultural Treasures" project in Santa Ana, Boyle Heights, and the Eastern Coachella in partnership with the Building Healthy Communities Initiative of the California Endowment. Furthermore, Quetzal has been working closely with cultural workers and organizers In Santa Ana to coordinate numerous transnatlonal and local traditional music efforts. Citlalll Ch6vez, Project Coordinator Cltlalll Chavez is a project coordinator for The Alliance for California Traditional Arts, working on ACTA's Activating Cultural Assets connected to the Building Healthy Community Places initiative in collaboration with the California Endowment. As a project coordinator, among other duties, she is helping document local cultural treasures, organizing local task force meetings, coordinating local cultural events, and is overseeing project efforts in two California regions. She joined ACTA as an experienced Immigrant rights activist and community and labor organizer. Through her community Involvement, Citlalli discovered El Centro Cultural de Mexico located in Santa Ana, California. She considers this discovery one of the most formative and transformational experiences in her young adult life. At El Centro, Citlaili met and was inspired by numerous cultural and social activists that demonstrated Importance of creative and cultural expression for community and social empowerment. Citlalli Is originally from Jalisco, Mexico, and migrated to the United States at the age of five In 1992. Citlalli received her academic training in Latin American Studies and Political Science at California State University Fullerton (B.A.) and at the University of California Los Angeles (M.A.). Tne Cul Ural Planning Croup 25B -33 26 Teams Experience The following projects Illustrate our team's successful experience In projects relevant to the Santa Ana Arts Plan. They include communitywide cultural master plans, cultural facility and district plans, feasibility studies, Impact studies, arts research, public art master plans, and assessments. Links to work samples are provided for most. All projects were completed during the agreed on schedules (none were delayed) and on budget. The Cultural Planning Group City of San Antonio, Texas 1) Cultural Collaborative (2005) 2) SA2020 Vision Survey (2013), and 3) Downtown Arts Facility Study (2014) Our first project for San Antonio was a comprehensive cultural plan, which is among the first of its type to focus on development of both the cultural community and the overall creative economy. The year -long planning process directly Involved more than 1,000 people and included three related studies, 1) an economic impact study, 2) a creative industries study, and 3) a bilingual, random household telephone survey. Building on the Ideas of economist Dr. Richard Florida, the plan encompasses economic development strategies for cultural and heritage tourism, arts - related businesses, the creative workforce, and cultural districts and facilities. It also encompasses more traditional cultural planning issues, such as access and participation, cultural equity, funding, public art and arts education. Since June 2005, San Antonio's Office of Cultural Affairs has implemented nearly the entire plan. This agency received major increases in Its City budget and secured additional implementation funding each year from the City, throughout the economic recession. In addition, new resources have been provided by a ballot initiative, a. new united arts fund, a new foundation providing fellowships for individual artists, and other Implementation partners. In the past year, CPG was re- engaged twice, to help realign the City's cultural efforts with its new communitywide vision plan, SA 2020, and to conduct a study for a downtown arts facility. Americans for the Arts Local Arts Index (2010 -2012) g httN 11www.artsndoxi{sfl 2rgllocal -arts index i e We assisted Americans for the Arts in the A Project of Americans for the Arts research, development and launch of the Local Arts Index (LAI). LAI Is an innovative approach to understanding the vitality and character of a local arts community through a set of 51 indicators that measure resources, activity, competitiveness and character. Maryland is included in this index and CPG has unique familiarity and insight into the use of this local data. LAI allows for comparisons among any of the 3,143 counties In the United States. 25B -34 27 City of San Jose, California Cultural Connection (2011), a Community Cultural Plan httpWwwwlsan nseccrlture .org /7pid= 90210 Cultural Connection is a comprehensive cultural plan based on a communitywide needs assessment for this "capital of Silicon Valley." This included review of, and recommendations for, the City's facilities portfolio and creative place- making opportunities throughout the community, Including informal venues in neighborhoods, parks and downtown. Two communitywide surveys. helped Inform facilities needs. The entire planning process was shaped by the city's fiscal circumstances, which reflected (at that time) seven years of deficits. The entire plan was Incorporated into the City's general plan update, Envision San Jose 2040. Los Alamos County, New Mexico Los Alamos Creative District Plan (2011) ht {p /Ilamnstreet,gorn /lacg_- Ijbrary (click on Creative District Plan) The Los Alamos Creative District plan presents a bold vision for, and envisions a dramatic transformation of, downtown. Los Alamos was the coordinating site of " the WWII Manhattan Project to develop the atomic bomb and remains the home of the Los Alamos National Laboratory, which Is a now a major International center for scientific and technical innovation. The present -day community of 18,000 is rural, yet has high levels of education, affluence and sophistication. The Creative District reflects the community's identity, combining science and technology, arts, history and the natural environment. The District produces creative programming, supports downtown revitalization, fosters Increased tourism, and serves as a focal point of community activity and events. The plan included a community assessment and review of previous studies, leading to recommendations for facilities, funding and governance. The San Diego Foundation 1. pARTioipate San Diego: A Strategic Plan for Arts and Culture: Increasing Cultural Patronage (2005- 06) htip ( rwww.r,d7cuntlnhon_,crrg,!f?yrfa s[b /NewsrJOrnlPfll /fttrport ArtsandCu(YUrsRvpoitpJY 2. pARTners in Education: A Strategic Plan for Arts Education (2007) 3. Ready Assets: a first -ever study of individual, working artists in San Diego County (2011) h_iIP. [iwwev sdfauncln,(ron orgtForkllsl0/f v`ewsrogntlPDrlReParfs;AR7e,ultu r�;urva}FMA1,08221Y lr�,df The first project is In essence a countywide cultural plan for a community foundation, as opposed to the arts agency of a local government. The Foundation sought to understand and document community needs in the area of arts and culture, and to formulate a strategic plan for itself and community partners. Project research included extensive stakeholder engagement, a countywide 25B -35 telephone survey conducted in English and Spanish, a countywide survey of arts and culture organizations, comparisons of San Diego County with other communities, and Investigation of effective strategies and programs in other communities. The resulting plan, entitled "pARTicipate San Diego," encompasses five strategies for Increasing and enhancing cultural participation throughout the countywide community. The Foundation adopted the entire strategic plan. As part of its implementation effort, the Foundation re- engaged CPG, In partnership with the California Alliance for Arts Education, to conduct a countywide research project in arts education. The purpose was to better understand the state of arts education In all 42 local school districts in the county and refine strategic approaches to reintroducing arts education to every classroom. In 2011, the Foundation commissioned CPG to prepare a first -ever study of individual, working artists in San Diego County. This study was the basis for the Foundation's new individual artists fellowship program. Droward County, Florida CreativeBROWARD 2020 (2010) hU /1www Growird,or ,Jne�oureer✓Pub h a % {��i.1CUlturalPlan2 Q!Page:vDe`ault.as x The goal of this plan was to Identify the local arts agency of the future. In response, Broward County's (Ft. Lauderdale) 10 -year cultural master plan envisions a transformation of one of the nation's largest and most successful local arts agencies. The plan includes specific elements for the creative economy, cultural tourism, and public art and design.. The extensive countywide planning process Involved more than 1,000 people, online participation, two community surveys, community engagement, and four advisory bodies. As a result of this plan, the Steering Committee has created an Arts & Business Council to raise funds and provide leadership in Implementation of the plan. City of San Diego Public Art Master Plan (2004) While we have done a great variety of, and more recent, public art master plans, the City of San Diego Public Art Master Plan is of particular interest for the Santa Ana project. Expanding from an existing program, this plan resulted in the adoption of a 2% for art policy for City capital Improvement projects and a 1 % for art requirement for private commercial and industrial development, with provision for an in -lieu contribution by the private developer to the City's Public Art Fund. It was probably the first higher - requirement ordinances in the US, and garnered the support of both City Council and the real estate developer community. i':e _. F *'i; { 25B -36 1'111,1hrart :Alaslvr flan Cities of Dallas, San Jose and San Francisco Cultural Facility and District Planning, Management and Development CPG Principal Jerry Allen has had planning and management responsibility for many cultural facilities. As Director of Cultural Affairs for Dallas, Texas, he planned and oversaw the construction and operation of the South Dallas Cultural Center and managed operations of the Bathhouse 25B -37 30 The Alliance for California Traditional Arias Activating Cultural Assets in Santa Ana In 2013 ACTA piloted the Activating Cultural Assets project In Santa Ana as part of The California Endowment's Building Healthy Communities ten -year initiative in Santa Ana. Cultural assets are defined as the people, groups, places, and events that carry cultural significance by the residents of Santa Ana. These artistic, expressions are powerful tools for community organizing in health and related areas. ACTA worked with the local organization, El Centro Cultural de Mexico (ECM) to develop questionnaires In which local residents Identified "cultural treasures." Following this process, ACTA helped coordinate a community celebration at the Cultural de Mexico in which local residents, artists, and local organizers were able to celebrate the local cultural treasures featuring personal testimonies, traditional Mexican food, and art and cultural presentations identified by the survey results. Further information, mapping, and Indexing of Santa Ana's Cultural Treasures can be accessed online at: Project - Related Links: http ;1.1 ,ly_oBgogYL ACTA Apprenticeship Program in Santa Ana The Alliance for California Traditional Arts (ACTA) Apprenticeship Program encourages the continuity of the state's traditional arts and cultures by contracting master artists to offer intensive, one -on -one training to qualified apprentices. Over the years, ACTA have awarded several apprenticeships in the Santa Ana region. Recently, ACTA contracted Son Jarocho master, Luis Sarmiento and Puerto Rican Bomba master, Hector Luis Rivera Ortiz. Both artists are using the apprenticeship program not only to train apprentices In their respective cultural traditions, but they are using the opportunity to engage the broader community in Santa Ana around these cultural practices. ACTA Living Cultures Program in Santa Ana The Living Cultures Grants Program seeks to sustain and strengthen the folk and traditional arts in the state of California with grants to California -based nonprofits, as well as other organizations that work with fiscal sponsors. In the past years, ACTA has awarded numerous Santa Ana -based organizations these grants. Santa Ana -based Organizations ACTA has supported Cultural de Mexico, Relampago del Clete and Vietnamese American Arts and Letters. Additional ACTA contracts involving cultural research and planning 2011, Ann Markusen Economic Research for the James Irvine Foundation's commissioned project: California's Arts and Cultural Ecology providing an array of research, writing and editing services including Input on project design, case study examples, Identifying under Included California cultural organizations for the survey and case studies and providing input on report drafts. hltp : /Iwww.cultura taorg /ovp- contentluploads /ea_arts, ecology 201lsept20pdf 2007, consulting services for WolfBrown on the James Irvine Foundation's commissioned report Cultural Engagement in California's Inland Regions. Services included input on study design, key informant interviews, training and supervision of door -to -door survey teams, review and comment on report drafts InUpW ww gi rrts, org / article/ cuulturaI- en0Jemont- calfornias- inland - regions 25B -38 31 Proposed Timeline and Deliverables Schedule Our proposed approach to this project includes three phases that can readily be completed In the one - year timeframe proposed In the RFP. Proposed Project Timeline and Deliverables Schedule Phase Services & Dellverables Dates Project start/contract signing April /May 2015 Phase I: Community Two site visits May- November 2015 Engagement and Research Interim research and planning Interim reports and presentations Phase 11: Santa Ana Arts and Two site visits December 2015 - Culture Master Plan Draft plan development and February 2016 Development vetting Revisions Phase III: Santa Ana Arts and Two site visits March - April 2016 Culture Master Plan Development of final. plan Presentation and Approvals documents Presentations and approvals 6!- 25B -39 Oil References The Cultural Planning Group For City of San Antonio Projects (2005 — 2013) Prime Contractor., The Cultural Planning Group Services Provided., Full sery ices related to the research and development for San Antonio City Arts and Cultural Plan. Felix Padron, Executive Director Department of Culture and Creative Development City of San Antonio 210 -207 -6967 Felix. Padran@sanantonio,cuov For Cultural Connection (2011) Prime Contractor: The Cultural Planning Group Services Provided: Full services related to the research and development for Son Jose City Arts and Cultural Plan Kerry Adams Hapner, Director Office of Economic Development/Office of Cultural Affairs City of San Jose 406- 793 -4333 kerry,adanis-hipnei,@sLiiijoseca.gov For KCMG Arts Convergence (2013) Prime Contractor: The Cultural Planning Group Services. Provided: Full services related to the research and development for Kansas City Arts and Cultural Plan Reference; Porter Arneill, Director Municipal Art Commission City of Kansas City, Missouri 816- 513 -2538 Porter _Arn etl l� kern o.prg For DC Commission on the Arts and Humanities Prime Contractor: The Cultural Planning Group Services Provided: Full services related to the research and development of the organization's strategic cultural plan. Use Richards Toney 202 - 724 -5613 lisa ricl,�ardstoriey«do gov 25B -40 33 Alliance For California Traditional Arts Virginia Mosqueda, Program Manager, The California Endowment, Santa Ana Building Healthy Communities, 1000 N. Alameda Street Los Angeles, CA 90012 (800) 449-4149 (213) 928-8800 Y-qLQqqPQd9LQqqIqndpwo , ,- , -.19 Ana Urzua, Campaign Coordinator Santa Ana Building Healthy Communities 25B-41 34 25B -42 CONSULTANT AGREEMENT THIS AGREEMENT is made and entered Into this 5t" day of May, 2015 by and between The Cultural Planning Group, a California Limited Liability Company, (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 arts and culture master plans. 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; SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed $175,668.00 during the term of this Agreement. b. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the data first written above and terminate on May 4, 2016, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. fl*ib 5. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence, Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. 2 25B -44 (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the casts incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related 256 -45 to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered In person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Executive Director — CDA City of Santa Ana 20 Civic Center Plaza (M -25) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647- and City Attorney City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 4 25B -46 To Consultant: David Plettner- Saunders The Cultural Planning Group 4769 Kensington Drive San Diego, CA 92116 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: 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. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable 259 -47 law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. fi FJ�T:ii73��YC�I�T•f l! � C� �! Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 6 25B -48 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: City By: t Ryan Kelly Reenders Executive Director — CDA CITY OF SANTA ANA DAVID CAVAZOS City Manager THE CULTURAL PLANNING GROUP David Plettner- Saunders Partner Tax ID# 256 -49 EXHIBIT A SCOPE OF SERVICES 8 25B -50 processes that seek to fully incorporate the diversity that Is a hallmark characteristic of the city. This Includes multi- lingual, multi- ethnic and multi- generational community engagement activities as well as gathering input from the grassroots as well as the grass tops. In addition, Inviting and including artists' creativity as appropriate will help distinguish this plan and make it more authentic We provide effective project leadership, facilitation, communications, advice, benchmarking with other communities, best practices, new ideas, and assistance with vetting and adoption of the plan. The planning document must be an effective and energizing communications tool, including images, text, maps and drawings. It should include the findings of the assessment, visioning, and recommended strategies for equitable distribution of arts opportunities, public art, funding, leveraging the resources of the City, program delivery, facility development, and documentation of the planning process. The plan must also be consistent with the Santa Ana General Plan, Five -Year Strategic Plan, Community Engagement Plan, as well as other relevant plans, policies and studies. Approach Our Philosophy of Cultural Planning We believe that arts and culture are among a community's most powerful assets. They distinguish each community and allow residents to better understand and celebrate the uniqueness of their lives. As the "Smart Cities" movement illustrates, arts and culture are also a competitive tool, strengthening many elements of civic life, including the economy, workforce development, education; youth development, neighborhood development, redevelopment projects, sustainabflity, and cultural equity. An increasing body of research documents how thoughtful cultural policy is essential to civic health. Cultural planning is a primary tool for organizing the best use of this critical asset. As practitioners of the craft, The Cultural Planning Group fundamentally views cultural planning as holding up a mirror to the community. To accomplish this, we emphasize diverse community input, rigorous data collection, thoughtful tearn analysis of project issues, and substantial interaction with project leaders throughout the process. We do not do "cookie cutter" work. We listen well to cultural stakeholders, assess the needs of those not served by current programs, research questions that require new data, and develop solutions In consultation with project leaders. At the end of the process, the cultural assessment and planning report will reflect the community's diverse needs, aspirations, history and capacities. Rather than merely adopting methods used in other communities, we will help forge new solutions that fit Santa Ana. We have a mindset towards, and a track record of, innovative solutions that expand national best practices. 25B -51 in San Anton lo, we developed the first major city cultural plan to establish a direct linkage between cultural development and economic development by assessing the larger creative Industry. In Breward County (Florida), we recommended the transformation of the local arts agency into the lead agency for the creative economy, not only "the arts," and restructuring It as a quasi- governmental agency, with greater autonomy In fulfilling its mission. In Minneapolis, in responae to the gentrificatlon that was priclrg artlsts out of the city, we proposed a public- private partnership for the creation of a Cultural Trust that would purchase the development rights to properties already providing artist live -work spaces. In Santa Monica, In response to exorbitant real estate costs, we proposed "Arts Alleys" to take advantage of underutilized properties along the alleys in the downtown core. In San Diego, we worked with local developers to extend the percent for art requirement to new commercial and industrial development In the city. We believe in and practice an Inclusive planning process, with special attontlon to community engagement specific to each city. Working with the client, we Identify cultural stakeholders and other community groups and loaders who will add to the depth of input shaping the collective cultural vision. We utilize surveys, interviews, online tools, social media, structured community conversations, oharettes, artist -led workshops, community forums and other local opportunities to engage people. In Kansas City, a representative example, more than 9,000 people participated directly in the planning process. This Included 24 "community conversations," informal discussion groups held in diverse, grassroots settings throughout all neighborhoods of the oily. In Banta Monica, children's art workshops associated with community planning meetings provided artworks portraying their vision of art in the community. Virtually all of our plans have been Implemented, or are currently In process. This Is possible because each plan is derived from the community. We manage the planning process to generate community consensus, leadership and support for the plan. Our Approach to the Santa Ana Arts Plan Our approach Is a comprehensive assessment and community engagement process, designed to ellcit not only a portrait of the arts ecosystem and arts audience, but also the community's vision and aspiration for cultural development. We understand the community process must be open, inclusive, and bl- Iingual. The process will probe and articulate a shared vlslon to make the plan both specific and achievable. We have an excellent track record of creative and effective community engagement that yields Information, consensus and momentum for Implementation of the plan. Our proposed approach includes a menu of services and tools that can be customlzed, in oonsultatlon with the client, to form the most appropriate, Imaginative and useful scope of work. Most or all of the proposed services are possible within the general budget we anticipate for this project. We have provided a detailed description of our proposed scope of services for this project, including the specific deliverables. Toe Cultural Pfannll ig Group 25B -52 Process lmrm This full outline of our approach to the Santa Ana Arts and Culture Master Plan represents our best understanding of the needs of the project at this time. If selected, we will refine and customize the process to the specific needs for planning. The community engagement and research recommendations In particular are a menu of possibilities. We would select and adapt the most useful services to the project. We believe in and practice an inclusive planning process, with special attention to stakeholder and community engagement specific to each community. Working with the client, we identify cultural stakeholders and other community groups and leaders who will add to the depth of the data, which Informs the city's cultural vision and its resulting plan. We employ individual interviews, surveys, online tools, social media, workshops, community conversations, community forums and other local opportunities to engage people. This outlines a comprehensive, proposed approach to community engagement and related research for the City of Santa Ana Arts and Culture Master plan. If selected, we will work with Santa Ana to fully develop the most effective community engagement efforts for successful project outcomes. The intent of our community engagement efforts is to develop a "porous" system with many entry points through which anyone can participate in the process. Our approach Includes multiple entry points for all sectors of the community, from the grassroots to the leadership level. Community engagement initiatives include traditional face -to -face interviews and personal meetings; discussion groups; cafb conversations (large- group); family- oriented creative workshops with local artist participation; online participatory tools such as MindMixer, and on -line polls; and —for those without computer access or who don't feel comfortable providing Ideas or feedback online —the option to telephone or text ideas about their vision or to complete a traditional paper and pencil survey. Children's Artsimaglne w rhshop Key Person Interview and Focus Group lists: Working with staff, the Steering Committee and other informants, we will develop a master list of individuals and stakeholder groups to be consulted during the planning process. This may include local arts providers, City elected and appointed officials, community and business leaders, potential funding partners, civic associations, tourism associations, youth and sonior groups, education leaders, the faith community, as well as any other leadership that would be valuable to the planning process. 25B -53 Artalmaglne Workshops: These workshops allow residents with an alternative mode of participation In the planning process. Workshops are led by &rusts, In collaboration with the consultants, and can include adults as well me children. This is our approach to community participation based on the theory of "appreciative inquiry." Appreciative Inquiry is used to discover, understand and fostar Innovations In communities by gathering positive stories and Images and constructing positive interactions. We focus on exploring ways to conslder'what could be' and'what is possible' by focusing on positive experiences and future vision — helping us to answer questions such as, "What inspires you to be part of the Santa Ana arts and cultural community?' and "What arts environment would you most like to help bring alive In the next 10 years?" or "How can tomorrow be different from today?" The format uses a set of exploratory questions to draw out stories and visual scenes and help participants Identify a desired future and vision. Tile results from the workshops will be combined and summarized for the City. Community Conversations (volunteer or co- volunteer led): These discussion sessions allow Santa Aria residents to discuss among themselves their vision and aspirations for Santa Ana's arts and cultural future in their own venues, as opposed to a more formal City - sponsorad Input session. Community volunteers are recruited and trained to conduct a series of conversations in familiar, comfortable community settings•— schools, churches, community centers, neighborhood associations, libraries, their own living rooms, restaurants, bars, and local "gathering spots." Discussions are customized to the neighborhoods and topios of interest. Volunteers are given comprehensive materials Including an Introduction, discussion questions and a reporting format. MindMlxer: MindMlxer is an Interactive website for community engagement. It allows easy, public access to project information and multiple ways to provide ideas and opinions — visually and textually, The team will use the tool for Instant polls and surveys, and for testing ideas and ooneopts, We encourage people to tell their stories about their commonity and their interaction with arts and culture through their photos and videos, Additionally, MindMlxer acts as a tracking tool to measure participation. • Social Media: Related to the MindMixer platform is a social media program of Twitter, Facebook, Instogram, Plnterest and other channels to incite conversation, promote awareness, publicize Information and events, and generally engage the portion of the public that most relates to social medle. This can also oonoeivably be a part of the City's now oommunitywlde arts calendar. • Caf&Style Town Halls: At the start of the project, a series of Town Halls using cafe -style discussion groups are conducted In aross accessible to different parts of the City. Those opportunities are advertised to the whole community for participation. They provide a diverse group of people with opportunities to easily share Information and Insights into the arts and cultural planning process for the City, A number of topics are prepared and documented based The CIlIUT11 Flaming Group 25B -54 on the number of tables In each meeting. People are Invited to talk In small, Intimate groups at the tables about topics of Interest and then are asked to rotate to anothertable with a different set of questions around another topic. At the end of the session a plenary session Is conducted to allow the whale group to share and connect with the topics and Ideas generated. These meetings help to set up the planning process and allow a cross - pollination of Ideas across a large group of people. It is a powerful technique for creating shared knowledge of Santa Ana's current arts and cultural landscape end future aspirations while It provides us with exploration of now Issues for the planning process. Community Vision Forums. It may be valuable to "package" a series of community engagement activities Into a weeklong forum that brings public attention to the planning process and, more importantly, to the planning Issues. In other communities, this approach has started with a mayoral kick -off event, and extended over a time period from one to several weeks. Public activities can include many proposed here, such as volunteer -led Community Conversations, a Town Mall, consultant -led discussion groups, artist -led Artslmagine workshops, and an active MlndMixer and social media effort. Interviews and Discussion Groups: The consultant team will conduct a comprehensive series of Interviews and focus group meetings, Including City ofTciels, civic leaders, artists, cultural organization loaders, and other stakeholders. These direct engagements allow for an In-depth exploration of the challenges and opportunities for the Arts and Cultural Master Plan, SorveyslQuestionnaires; We will conduct a Resident Survey investgating arts and cultural participation, and aspirations for the arts and cultural development of the City of Santa Ana. We will work with City staff end the Project Steering committee to determine the best community survey methodology— web-based, telephono /ooll- phone, or Intercepts. We will conduct a Survey of Arts Organizations and other Cultural Providers In Santa Ana. Phase I: Projeot Irtltlatlon, Stakeholder &r Corrin)urilty Engagement Project Initiation Project Initiation focuses on the review of relevant background information, development of a detailsd work plan, end an Initial meeting with the client to clarify a mutual understanding of the project. Phase Two would last approximately three to four months and include three alto visits. Project Preparation, including a sapping meetinQ with the client, to develop a Detailed Project Work Plan and TImMIne, and Identify potential barriers to a successful plan. The Cultural Planning Group 25B -55 Formation of a Projeot Steering Committee composed of planning stakeholders, which will provide Input and advise to the consultant team throughout the planning process, A thorough Document Review, examining relevant City and County organizational plans and studies. Develop Research Protocols for planning effort, identifying key research outcomes and methodologles, Identification of a Key Person Interview and Organization list, building on our existing knowledge and relationships in Santa Ana, Development of a project Communications Plan, to keep all planning participants informed throughout the planning process and to provide an avenue far input to the consultants. Research Inventory of Santa Ana "a Arts and Cultural Assets: We will prepare on Inventory of nonprofit arts organizations, venues and major programs ors a bawls for assessment of the community's arts ecosystem, We will utilize a combination of available date and information collected through the community engagemont /rosaarch process. Analysis of Arts Community Data: We can "mine" information collected by the City on its arts grantees, and through studies such as Ante and Economic prosperity IV, to develop a portrait of the arts ecosystem. National Assossment: We will identify a cohort of relevant cities and /or programs for a study oomparing agreed -on criteria. This banohmarking study can focus on levels and types of arts funding, modal approaches to programs of interest to Santa Ana, national trends, best praotices, approaches to cultural equity, community arts, and other factors. In addition, we can profile model organizations or initiatives of special interest, Loral Assessment, including compilation of demographic and arts data, articulation of the history of arts in Santa Ana, review of Arts and Culture Commission programming, staffing and support systems. 0 Assessment of Funding Resources, Including both public and private funding sources. Additional Comparisons of Santa Ana with National and Other Benchmarks: Using available datasets, such as the Local Arts Index end other national studies, we can identify salient points of comparison for Santa Ana. It will be Important to use comparisons to Identify what makes Santa Ana spools[, as well as where Its gaps or weaknesses lie, Ultimately, comparisons can be a powerful advocacy tool for adoption of the plan. The Cultural Planning Croup 25B -56 10 Deliverables: Detailed work plan and schedule. • Flral report documentation from document review. Orientation for Steering Committee. • Communications plan. • Inventory of local cultural assets, facilities and programs • Benchmark study of comparable cities Community Engagement • initial Meeting with Steering Committee, to clarify understanding of planning Issues and project goals. This framework of Issues and goals will be tested and modified through the phases and the community research process. Tour of Santa Ana, to update our understanding of Santa Ana's arts and oultural resources, developments and neighborhoods, and Its adjacent cultural corridors. Ongoing coordination of periodic meetings of the Steering Committee, Including providing summary written and oral reports on various aspects of the plan as It develops. The consultant will work with the Committee to develop a Vision and Mission Statement for the development of the plan. Key Person Interviews conducted by the consultants with oultural and city stakeholders, public officials, funders, media representatives, etc., to explore and develop key Issues. Focus Group Meetings conducted to allow for In -depth exploration of selected issues. Likely stakeholder groups include downtown businesses, tourism Industry leaders, artists, arts patrons, and cultural leaders. Community Conversations, with the general public, working In tandem with ACTA to ensure o deep reach Into communities. Online Community Opinion Survey, to identify their participation in arts and oulturai activities, and determine their cultural needs and preferenoas. This survey is an excellent tool for reaching beyond the usual arts stakeholders and learning critical informatlon about the city's cultural Interests and vision. Deliverables: • Periodic meetings of the Steering Committee. • Community Engagomont reporting and data • Online resident survey design and administration with a summary report. • Final report doeunentatlon from intorviows and focus group meetings. The Cultural Planning Group 25B -57 '11 Phase Twm Santa Ana Arts and Culture Plan Development Phase Two would last approximately three months and include two site visits, Identify Preliminary Strategies and Recommendations, for review and discussion by the client group and the Steering Committee. Develop a Craft Santa Ana Arts and Culture Master Plan with strategies and recommendations based on the totality of the community engagement and research, To assure clarlty and better Imitlementatlon, each recommendation will identify a lead agency, partner agencies, costs and resources needed, potential funding sources, a starting year, initial steps and other detall, Internal vetting of the draft plan by City staff' and the Arts and Culture Commission. Presentation, review and vetting by the Steering Committee. Follow -up Interviews and Meetings as required to fully vetthe draft plan with key decision- makers and stakeholders, Convene a (Second) Town Hall Meeting to present the draft plan and gather resident and stakeholder Input. Presentation of the draft plan to the City Council, preferably In a work or study session, allowing In -depth discussion of the plan recommendations and strategies, Doliverables: • Preliminary Strategies and Recommendations • Draft Santa Ana Arts and Culture Master Plan Second community town hall meeting Partnering and funding strategies and plan M Follow -up interviews and meetings Phase Three: Santa Ana Avis and Culture Master Plan Presentation and Approvals Phase three would last approximately three months and include 1 — 2 site visits. Develop a Final Plan document, which fully develops arts and cultural strategies for Santa Ana, Identifying funding, programming and collaborative opportunities, roles end responsibilities, partnerships and alignment with City goals and Initiatives. The final plan will Incorporate the results of the vetting of the draft plan. Draft recommendations that do not have n viable lead agency or are otherwise deemed infeasible will be modified or removed from the final plan. This avoids "setting up the community for failure" and better assures support for adoption. The plan The Cultural Planning UrouP 25B -58 12 will Include an implementation chapter, budget pro- formas, and other components as needed to assure successful review, adoption and transition to Implementation. In addition, the plan will include a description and record of the planning process, background documentation from plane and studies, and other archival Information considered useful to future use of the plan. The final format of the plan can include a printed executive summary, an slootroniclonllne version, and a full document (with appendices) as the complete record of the plan. Conduct a Workshop for Implementation Partners to refine and confirm roles, and help create the conditions for successful Implementation. This recognizes that the City will be just one of the partners to implement portions of the plan. The purpose of this workshop is to confirm their commitment to participate In the implementation of the plan. Presentations of the Plan to Approving Agencies, including the Arts and Culture Commission, Steering Committee, City end other implementing agencies or organizations. Coliverables; Final Santa Ana Arts and Culture Master Plan, Including detailed Implementation plan Implementation partners' workshop Presentations to Steering Committee, City staff and City Council T n CulTural Planning Graup 25B -59 15 FEE SCHEDULE 9 25B -60 Detailed Task List and Cost Proposal This table presents a detailed listing of project tasks and time allocations, in the approximate sequence of activities. Please note that this is based on our current understanding of the project, and this table will form the basis of a detailed work plan to be developed in consultation with the client during initiation of the project. The ACTA column lists activities, rather than hours, because the ACTA team Includes three members billing at different rates. Once the project scope is clarified, ACTA °s activities will be specified, within an overall negotiated fee. Phase One., Project Initiation, Community Engagement Finalize contract, project schedule and methodology Documents, plans, literature review, with summary report: City general and area specific plans City departmental plans (Parks, Transportation, etc) City economic development strategy Strategic Plan Visitor and tourism programs Plans developed by partner agencies Documents related to key project stakeholders Assist in Identifying Steering Committee members Development of Outreach Strategy Master list of project stakeholders (with client) Develop standard formats for public documents Develop Interactive project wabsite (MIndMIxer) Development of public participation plan, Including: Public forums or town hall meetings On -line surveys of residents & key stakeholders Focus groups Key person interviews Youth involvement Community conversations Prepare Steering Committee orientation Develop project communications plan Site Visit 1 (3 days on site) Meet with City project staff Tour City /identify & map and resources /facilities Interviews with key City leadership Initial meeting of Steering Committee Orientation to planning process Critical issues and opportunities Allen Saunders Flynn ACTA hours hours hours activity 24 25B -61 24 12 24 PhasestTasks Vision and mission Identification of key project stakeholders Initial key person interviews Identify benchmark cities for comparative study Interim Activities Develop protocol for on -line resident survey Develop on -line survey of artists & cultural orgs Gather lists for resident, artist and org. surveys Develop protocol for best practices study Develop format for benchmark cities study Inventory/evaluate existing arts programs, facilities Presentation for town hall meeting Develop MindMixer site Local Assessment, with summary report Cultural asset inventory and mapping Data collection, including: demographics, artist data, support systems History of the arts in Santa Ana Review of Arts & Culture Commission Programs Staffing Support Resource assessment, including: funding & other support systems Site Visit 2 (3 days on site) Meetings with client staff Key person interviews Develop plan for "Festival of Ideas" Training for community conversation volunteers Meeting with Steering Committee Project update Visioning Exercise Discuss unique aspects Santa Ana Review online survey protocols Identification gaps in the cultural ecology Discussion of issues and opportunities Interim Activities Distribute /monitor on -line surveys National assessment, with summary report Trends Conduct benchmark cities study Conduct best practices research Relevant master plan Allen - -- Saunders Flynn ACTA hours hours hours activity 20 45 42 X 4 12 4 8 4 4 12 4 2 2 12 2 I 8 8 4 4 4 8 8 1 4 24 1 16 1 24 25B -62 4 24 40 16 20 051 W Preliminary Analysis of on -line survey responses Monitor MlndMixer site Site Visit 3 (5 days on site - 2 consultants 13 days on site - 7 consultant) Meetings with client staff Kick -off town hall meeting Key person interviews Focus group meetings Community conversations Meeting with Steering Committee Project update Review onllne survey analysis /roport Discussion of findings to date SWOT analysis of Loral cultural Issues /assets Interim Activities Identify cultural arts impact on local economy* Develop program structure and support systems Analyze City budget and funding potential Analyze non -City funding potential Other governmental sources Foundation support potential Corporate funding potential Individual philanthropy Sponsorships and other earned income potential Data Analysis, Including Assemble raw data set - analyze key findings Report on benchmark study and best practices Report on survey and MindMixer results Summary report on research methodology Prepare summary report on SWOT analysis Develop computerized methods for data mining Develop preliminary strategies & recommendations Phase Two: Plan Development Site Visit 4: (3 days on site) Meet with client staff Second town hall meeting: preliminary strategies Follow -up key person Interviews Follow -up focus discussion group meetings Meeting with Steering Committee Project update Preliminary strategies & recommendations Presentation of survey reports ........ Allen Saunders Flynn ACTA hours hours hours activity 4 4 16 4 8 32 24 32 34 1 24 34 7& 25B -63 12 4 6 4 6 8 12 8 4 24 24 24 7& 25B -63 Phasosrrasks Allen Saunders Flynn ACTA hours hours hours activity Presentation o f benchmark and best p r ac I I c a a Discuss of potential arts development partners Interim Activities 28 16 12 Analyze feedback on strategies & 4 4 4 recommendations Align plan goals with general & other City plans 4 Write and distribute draft arts and cultural plan 24 8 8 Site Visit 5: (3 days on site) 24 Meet with client staff Meeting with Steering Committee Project update Discussion of draft report Discussion of advocacy strategy Follow-up Interviews Presentation of Draft Plan to Arts Commission City Council Workshop on draft plan Meetings with implementing partners Interim Activities 22 12 10 Analyze feedbacl(from draft plan 4 4 WriteldiStribUte final plan 16 8 8 Phase Three: Final Plan Review and Approvals 16 Site Visit 6: (2 days on site) 16 Meeting with Steering Committee Approval of final arts and cultural plan Implementation strategies and timetable Presentation of final plan to partner agencies Presentation of final plan City Council 6 months phone consultations after approval of plans Total hours: 272 221 272 Hourly rate $150 $125 $150 Flat rate Consultant fees: 40,800 27,625 40,800 25,000 Budget Consultant Fees $134,225 Estimated Travel Expenses $22,920 Airfare 5 trips (SJC to LAX) @ 350 1,750 4 trips (FL.L to LAX) @ 550 2,200 1 , 25B-64 Hotels - 53 nights @ $180 Per diem - 53 days @ $70 Car rental /ground transport 30 days @ $75 Parking /airport -50 days @ $15 Travel Budget for ACTA *AFTA - Arts and Prosperity Study Overhead - legal, accounting, insurance, etc (10% of consulting fees) Grand Total: Allen Saunders hours hours 9,540 3,710 2,250 750 2,000 $5,000 $13,423 $175,558 Consultant: Requests of the City of Santa Arta _.._ ..- Flynn ACTA hours activity We look forward to the prospect of working with the City of Santa Ana staff and Arts and Culture Commission. To best fulfill the project objectives, we request the following assistance from the City during the project: Assembling and transmitting to the consultants, all documents, plans, policies, studies, data and other literature relevant to the planning process. Attendance at relevant meetings, including meetings of the Steering Committee; also at selected stakeholder and community meetings where the presence of City staff would not deter candid Input and discussion of planning Ideas. Development of engagement lists, such as potential steering committee members, interviewees, stakeholder discussion group participants, etc., In consultation with the consultants. Scheduling of interviews, focus groups, meetings and other planning activities and announcoment/publicity, for any public meetings. Logistics for all meetings and other planning activities Implementation of the communications plan, including potential development of an online project portal with content to be developed by both the consultants and the client. Distribution of the community online survey, through electronic lists, newsletters, print, and other publicity, in cooperation with CPG's Research Director Assistance with GIs mapping, utilizing the City's mapping capabilities Duplication and printing of the draft and final plan documents. Timely response to consultant inquiries, requests, draft documents and other planning materials. 25B -65 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # _ Issued to Countersigned by this endorsement form as a part of Named Insured Authorized Representative 10 25B -66 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 05, 2815 TITLE: RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: mrr* - ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2nd Reading ❑ implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMSER Authorize the City Manager and Clerk of the Council to execute an agreement recognizing $1,800,000 awarded to the City of Santa Ana, Santa Ana WORK Center by the County of Change Social Services Agency for vocational training and work experience activities, effective July 1, 2015 through June 30, 2017, subject to non- substantive changes approved by the City Manager and City Attorney. DISCUSSION The County of Orange Social Services Agency administers a CaIWORKs Welfare to Work (WTW) Program designed to provide case management, job services, job training, and supportive service to assist CaIWORKs recipients to overcome barriers and obtain or maintain stable employment. The goal of the program is for the participating individuals to achieve economic self - sufficiency, County Welfare Departments may provide these services directly or may enter into contracts with private or public agencies for the provision of these services. The City of Santa Ana WORK Center has partnered with County of Orange Social Services Agency for over 20 years to provide employment and training services, Three previous contracts awarded between fiscal years 2012 -13 through 2014 -15 resulted In 296 Welfare -to -Work participants enrolled into either vocational training or work experience programs, Participants have achieved certificates in various types of training Including medical assistant, accounting clerks and medical billing. Over 85% of enrollees have obtained employment, The City of Santa Ana WORK Center was awarded a $1,800,000 contract to continue to provide vocational training and work experience activities to CaIWORKs WTW participants, Staff will also provide case management, employability skills training, worksite development and job placement services. The program will serve 120 participants from July 1, 2015 through ,tune 30, 2018 and 120 participants from July 1, 2018 through June 30, 2017. 25C -1 County of Orange SSA Vocational Training and Work Experience Program May 05, 2015 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #2 Youth, Education, Recreation, Objective #4 (Partner with groups and organizations to promote education, senior services, job training and development for all Santa Ana residents). FISCAL IMPACT Upon City Council's adoption of the budget, funds will be available in the County of Orange Social Services Agency Welfare to Work Program account (no. 12418737 - various). Kelwwq�w ly Ree&ers Executive Director Community Development Agency KR /CD /sg /sb APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibit: 1. County of Orange Social Services Agency Agreement 25C -2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AGREEMENT BETWEEN COUNTY OF ORANGE AND CITY OF SANTA ANA FOR THE PROVISION OF VOCATIONAL TRAINING ACIIVITIES AND WORK EXPERIENCE THIS AGREEMENT, entered into this 1st day of July, 2015, which date is particularized for purpose of reference only, is by and between the COUNTY OF ORANGE, hereinafter referred to as "COUNTY," and CITY OF SANTA ANA, a Charter city and Municipal Corporation, hereinafter referred to as "CONTRACTOR." This Agreement shall be administered by the County of Orange Social Services Agency Director or designee, hereinafter referred to as "ADMINISTRATOR." WITNESSETH: WHEREAS, COUNTY desires to contract with CONTRACTOR for the provision of vocational training activities and work experience; and WHEREAS, CONTRACTOR agrees to render such services on the terms and conditions hereinafter set forth; WHEREAS, such services are authorized and provided for pursuant to California Welfare and Institutions Code Section 11200 et seq., also known as the California Work Opportunity and Responsibility to Kids (Cd1WORKS) Act. NOW. THEREFORE. IT IS MUTUALLY AGREED AS FOLLOWS: (WRR0415) 1 of 39 25C -3 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 TABLE OF CONTENTS (WRR0415) 2 of 39 25C -4 (April 7, 2015) Page 1. TERM ................................... ............................... 4 2. ALTERATION OF TERMS .................... ............................... 4 3. STATUS OF CONTRACTOR ................... ............................... 4 4. DESCRIPTION OF SERVICES, STAFFING ...... ............................... 5 S. LICENSES AND STANDARDS ................. ............................... 5 6. DELEGATION AND ASSIGNMENT / SUBCONTRACTS . ............................... 6 7. FORM OF BUSINESS ORGANIZATION AND REAL PROPERTY DISCLOSURE............ 8 8. NON -DI CRIMINATION .................... ............................... 10 9. NOTICES ............................... ............................... 14 10. NOTICE OF DELAYS ...................... ............................... 14 11. INDEMNIFICATION ....................... ............................... 14 12. INSURANCE....................... .............. ............... ....... . 15 13. NOTIFICATION OF INCIDENTS, CLAIMS OR SUITS ........................... 19 14. CONFLICT OF INTERFS1 .................. ............................... 19 15. ANTI -PR EL T SM PROVISION ............ ............................... 20 16. SUPPLANTING GOVERNMENT FUNDS .......... ............................... 20 17. EQUIPMENT ............................. ............................... 20 18. BREACH SANCTIONS ...................... ............................... 22 19. PAYMENTS .............................. ............................... 22 20. OVERPAYMENTS .......................... ............................... 24 21. OUTSTANDING ...................... ............................... 25 22. REVENUE ............................... ............................... 25 23. PROGRAM INCOME ........................ ............................... 25 24. FINAL�T......................................................... 26 25. INDEP�AUDIT ..................... ............................... 26 26. RECORDS, PECTIONS AND AUDITS ....... ............................... 27 27. PERSONNEL DISCLOSURE .................. ............................... 29 28. CHILD AND DEPENDENT ADULT /ELDER ABUSE REPORTING ...................... 31 29. NOTICE TO EMPLOYEES REGARDING THE SAFELY SURRENDERED BABY LAW........ 32 30. CONFIDENTIALITY ....................... ............................... 32 31. COPYRI ACCESS ...................... ............................... 33 32. WAIVER ................................ ............................... 33 33. PETTY CASH ............................ ............................... 33 34. PUBL�Y- ............................ ............................... 33 35. COURFSPONSIBILITIES ............... ............................... 34 36. REFERRALS ............................. ............................... 34 37. REP ............................. ............................... 34 38. ENER Y EFFICIENCY STANDARDS ........... ............................... 35 39. ENVIRONMENTAL PROTECTION STANDARDS .... ............................... 35 40. CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS .................. ............................... 35 41. POLITICAL ACTI TY .................... ............................... 37 42. HERMINAIIUN PROVISIONS ................ ............................... 37 43. GOVERNING LAW ANT77FUE ............... ............................... 38 44. SIGNATURE IN PARTS ............. ............................... 38 (WRR0415) 2 of 39 25C -4 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT A 1. PROGRAM OBJECTIVE AND GOALS ............ ............................... 1 2. POPULAIION TO BE SERV ................ ............................... 2 3. DEFINITIONS ............................ ............................... 3 4. SERVICES ............................... ............................... 5 S. COF ACIOR RESPONSIBILITIES ............ ............................... 6 6. PRINCIPLES ............................. ............................... 9 7. UT IDE TO NTACTS :...................... ............................... 9 8. FACILITIES ............................. ............................... 9 9. REPORTING REQUIREMENTS ................ ............................... 10 10. PE 0 RING AND REVIEW ..... ............................... 11 11. QUALI1Y CONIROL ................. .. ........ I.......................... 12 12. EE FARGT� .............. ...... .... .............................. 12 13. HANDLING COMPLAINTS ................... ............................... 13 14. HOURS OF OPERATI .................... ............................... 14 15. BUDGET ......... ...................... ............................... 15 16. SAFT .. ................................ .............I................. 17 (WRR0415) 3 of 39 (April 7. 2015) 25C -5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1. TERM The term of this Agreement shall commence on July 1, 2015, and terminate on June 30, 2017, unless earlier terminated pursuant to the provisions of Paragraph 42 of this Agreement; however, CONTRACTOR shall be obligated to perform such duties as would normally extend beyond this term, including but not limited to, obligations with respect to indemnification, audits, reporting, and accounting. CONTRACTOR and ADMINISTRATOR may mutually agree in writing to extend the term of this Agreement, for up to twelve (12) additional months upon the same terms and conditions, provided that COUNTY's total maximum obligation as stated in Subparagraph 19.1 of this Agreement does not increase as a result. 2. ALTERATION OF TERMS This Agreement, including any Exhibit(s) attached hereto and incorporated by reference, fully expresses all understandings of the parties and is the total Agreement between the parties as to the subject matter of this Agreement. No addition to, or alteration of, the terms of this Agreement, whether written or verbal, by the parties, their officers, agents, or employees, shall be valid unless made in the form of a written amendment to this Agreement which is formally approved and executed by both parties. 3. STATUS OF CONTRACTOR 3.1 CONTRACTOR is and shall at all times be deemed to be an independent contractor and shall be wholly responsible for the manner in which it performs the services required of it by the terms of this Agreement. Nothing herein contained shall be construed as creating the relationship of employer and employee, or principal and agent, between COUNTY and CONTRACTOR or any of CONTRACTOR's agents or employees. CONTRACTOR assumes exclusively the responsibility for the acts of its employees or agents as they relate to services to be provided during the course and scope of their employment. (WRR0415) 4 of 39 (April 7, 2015) 25C -6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3.2 CONTRACTOR, its agents, employees and volunteers shall not be entitled to any rights and /or privileges of COUNTY employees, and shall not be considered in any manner to be COUNTY employees. 4. DESCRIPTION OF SERVICES, STAFFING 4.1 CONTRACTOR agrees to provide those services, facilities, equipment and supplies as described in the Exhibit "A" to the Agreement between County of Orange and City of Santa Ana for the Provision of Vocational Tralring Activities and Work Experience, attached hereto and incorporated herein by reference. CONTRACTOR shall operate continuously throughout the term of this Agreement with the number and type of staff described and as required for provision of services hereunder. 4.2 Subject to thirty (30) days written notice, ADMINISTRATOR may require changes in staffing allocations to reflect current workload demands or service needs as long as COUNTY's maximum obligation as set forth in ,his Agreement is not exceeded. 4.3 Upon the request of ADMINISTRATOR, CONTRACTOR shall send appropriate staff to attend an orientation session and subsequent training sessions given by COUNTY. 5. LICENSES AND STANDARDS 5.1 CONTRACTOR warrants that it has all necessary licenses and permits required by the laws of the United States, State of California, County of Orange and all other appropriate governmental agencies to perform the services described in this Agreement, and agrees to maintain these licenses and permits in effect for the du,ation of this Agreement. Further, CONTRACTOR warrants that its employees shall conduct themselves in compliance with such laws and ]!censure requirements including, without limitation, compliance with -aws applicable to sexual harassment and ethical behavior. 5.2 In the performance of this Agreement, CONTRACTOR shall comply, (WRR0415) 5of39 25C -7 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 unless waived in whole or in part by ADMINISTRATOR, with all applicable provisions of the California Welfare and Institutions Code (WIC); Title 45 of the Code of Federal Regulations (CFR); Federal Office of Management and Budget (OMB) Circulars A -21, A -122, and A -87; Title 48 CFR Section 31.2; and all applicable laws and regulations of the United States, State of California, County of Orange Social Services Agency and all administrative regulations, rules and policies adopted thereunder as each and all may now exist or be hereafter amended. 5.2.1 For Federally funded agreements in the amount of $25,000 or more, CONTRACTOR certifies that said Agency's officers and /or principals are not debarred o^ suspended from Federal financial assistance programs and /or activities. 6. DELEGATION AND ASSIGNMENT /SUBCONTRACTS 6.1 Delegation and Assignment: In the performance of this Agreement, CONTRACTOR may ne ther delegate its duties or obligations nor assign its rights, either in whole or in part, without the prior written consent of COUNTY. Any attempted delegation or assignment without prior written consent shall be void. The transfer of assets in excess of ten percent (10 %) of the total assets of CONTRACTOR, or any change in the corporate structure, the governing body, or the management of CONTRACTOR, which occurs as a result of such transfer, shall be deemed an assignment of benefits under the terms of this Agreement requiring COUNTY approval. 6.2 Subcontracts: CONTRACTOR shall not subcontract for services under this Agreement without the prior written consent of ADMINISTRATOR. If ADMINISTRATOR consents in writing to a subcontract, in no event shal the subcontract alter, in any way, any legal responsibility of CONTRACTOR to COUNTY. All subcontracts must (WRR0415) 6 of 39 (April 7, 2015) 25C -8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 be in writing and copies of same shall be provided to ADMINISTRATOR. CONTRACTOR shall include in each subcontract any provision ADMINISTRATOR may require. 6.2.1 Subcontracts of $25.000 or 1 CONTRACTOR shall develop a standard form Purchase Order, subject to prior written approval of ADMINISTRATOR, to be utilized for the purchase of services by CONTRACTOR when the cumulative total cost of the services to be provided by any organization is anticipated to be twenty -five thousand dollars ($25,000) or less during the term of this Agreement. The basis for costs incurred by any such Purchase Order(s) shall be the actual cost of providing services or the usual and customary charges established by the organization(s) providing the services. 6.2.2 Subcontracts in excess of $25,000: CONTRACTOR shall develop and submit for approval to ADMINISTRATOR a system for the procurement of subcontracts with any organization in which the total cumulative cost of services provided by any single organization is anticipated to exceed twenty -five thousand dollars ($25,000) during the term of this Agreement. CONTRACTOR's proposed procurement system shall take into consideration such factors as: degree of price competition; pricing policies and techniques; experience and quality of service; methods of evaluating subcontractor responsibility; relationship of subcontractor to CONTRACTOR; and planning, award, and post -award management of subcontracts, including internal audit procedures and monitoring of subcontractor's performance until completion of services. Upon ADMINISTRATOR's approval of CONTRACTOR's proposed procurement system, CONTRACTOR shall comply with such procurement system in obtaining subcontracts with a total cost in excess of twenty -five thousand dollars ($25,000) during the term of this Agreement. In addition, CONTRACTOR (WRR0415) 7 of 39 25C -9 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 shall obtain ADMINISTRATOR's written consent prior to entering into a subcontract with any organization when the total cumulative cost of services to be provided by that organization is anticipated to exceed twenty -five thousand dollars (825,000) during the term of this Agreement. CONTRACTOR and its subcontractor(s) shall establish and maintain accurate and complete financial records related to services provided under the terms of this Agreement. Such records may be subject to the satisfaction of ADMINISTRATOR, and to the examination and audit by ADMINISTRATOR or designee, for a period of five (5) years, or until any pending audit is completed. 7. FORM OF BUSINESS ORGANIZATION AND REAL PROPERTY DISCLOSURE 7.1 Form of Business Organization: Upon the request of ADMINISTRATOR, CONTRACTOR shall prepare and submit, within thirty (30) days thereafter, an affidavit executed by persons satisfactory to ADMINISTRATOR containing, but not limited to, the following information: 7.1.1 The form of CONTRACTOR's business organization, i.e., proprietorship, partnership, corporation, etc. 7.1.2 A detailed statement indicating the relationship of CONTRACTOR, by way of ownership or otherwise, to any parent organization or individual. 7.1.3 A detailed statement indicating the relationship of CONTRACTOR to any subsidiary business organization or to any individual who may be providing services, supplies, material or equipment to CONTRACTOR or in any manner does business with CONTRACTOR under this Agreement. 7.2 Change in Form of Business Organization: If during the term of this Agreement the form of CONTRACTOR's business organization changes, or the ownership of CONTRACTOR changes, or (WRR0415) 8 of 39 (April 7, 2015) 25C -10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CONTRACTOR's relationship to other businesses dealing with CONTRACTOR under this Agreement changes, CONTRACTOR shall promptly notify ADMINISTRATOR, in writing, detailing such changes. A change in the form of business organization may, at COUNTY's sole discretion, be treated as an attempted assignment of rights or delegation of duties of this Agreement. 7.3 Real Property Disclosure: If CONTRACTOR is occupying any real property under any agreement, oral or written, where persons are to receive services hereunder, CONTRACTOR shall submit the following information in addition to a copy of the lease, license or rental agreement, as well as any other information requested, prior to the provision of services under this Agreement: 7.3.1 The location by street address and city of any such real property. 7.3.2 The fair market value of any such real property as such value is reflected on the most recently issued County Tax Collector's tax bill. 7.3.3 A detailed description of all existing and pending agreements, with respect to the use or occupation of any such real property. Such description shall include, but not be limited to: 7.3.3.1 The term duration of any rental, lease or license agreement: 7.3.3.2 The amount of monetary consideration to be paid to the lessor or licensor over the term of the rental, lease or license agreement; 7.3.3.3 The type and dollar value of any other consideration to be paid to the lessor or licensor; and 7.3.3.4 The full names and addresses of all parties to any agreement concerning the real property and a listing of liens (if any) (WRR0415) 9 of 39 25C -11 (April 7. 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 thereof, together with a listing by full names and addresses of all officers, directors and stockholders of any private corporation, and a similar listing of all general and limited partners of any partnership which is a party. 7.3.4 A listing by full names of all of CONTRACTOR's officers, directors and /or partners, members of its administrative and advisory boards, staff and consultants, who have any family relationship by marriage or blood with a party to any agreement concerning real property referred to in Subparagraph 7.3.3, immediately above, or who have any present or future financial interest in such person's business, whether the entity concerned is a corporation or partnership. Such listing shall also include the full names of all of CONTRACTOR's officers, directors, partners and those holding a financial interest. Included are members of its advisory boards, members of its staff and consultants, who have any fami y relationship by marriage or blood to an officer, director, or stockholder of the corporation or to any partner of the partnership. In preparing the latter listing, CONTRACTOR shall also indicate the names of the officers, directors, stockholders, or partner(s), as appropriate, and the family relationship which exists between such person(s) and CONTRACTOR's representatives listed. 7.3.5 True and correct copies of all agreements with respect to any such real property shall be appended to the documentation described above and made a part thereof. If, during the term of this Agreement, there is a change in the agreement(s) with respect to real property where persons receive services, CONTRACTOR shall promptly notify ADMINISTRATOR, in writing, describing such changes. 8. NON- DISCRIMINATION 8.1 In the performance of this Agreement, CONTRACTOR agrees that it shall not engage nor employ any unlawful d-scriminatory practices in the admission of clien's, provision of services or benefits, assignment of (WRR0415) 10 of 39 (April 7, 2015) 25C -12 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 accommodations, treatment, evaluation, employment of personnel or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military and veteran status or any other protected group in accordance with the requirements of all applicable Federal or State laws. 8.2 CONTRACTOR shall develop an Affirmative Action Program Plan which meets the lawful and applicable requirements of the U.S. Department of Health and Human Services. 8.3 CONTRACTOR shall furnish any and all information requested by ADMINISTRATOR and shall permit ADMINISTRATOR access, during business hours, to books, records and accounts in order to ascertain CONTRACTOR's compliance with Paragraph 8 et seq. 8.4 CONTRACTOR shall comply with Executive Order 11246, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 and as supplemented in Department of Labor regulations (Title 41 CFR Part 60). 8.5 Non - Discrimination in Employment: 8.5.1 All solicitations or advertisements for employees placed by or on behalf of CONTRACTOR shall state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military and veteran status or any other protected group in accordance with the requirements of all applicable Federal or State laws. Notices describing the provisions of the equal opportunity clause shall be posted in a conspicuous place for employees and job applicants. (WRR0415) 11 of 39 25C -13 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 8.5.2 CONTRACTOR shall refer any and all employees desirous of filing a formal discrimination complaint to: California Department of Social Services Public Inquiry and Response Bureau P.O. Box 944243, M.S. 8 -3 -23 Sacramento, CA 94244 -2430 Telephone: (800) 952 -5253 (800) 952 -8349 (For the hart of hearing) 8.6 Non - Disc ^imination in Service Delivery: 8.6.1 CONTRACTOR shall comply with Titles VI and VII of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1973, as amended; tre Age Discrimination Act of 1976, as amended; the Food Stamp Act of 1977, as amended, and in particular Section 272.6; Title 11 of the Americans with Disabilities Act of 1990; California Civil Code Section 51 et seq., as amended; California Government Code (CGC) Sections 11135 - 11139.5, as amended; CGC Section 12940 (c), (h) (1), (1), and (j): CGC Section 4450; Title 22, California Code of Regulations (CCR) Sections 98000 - 98413; Title 24, CCR Section 3105A(e): the Dymally - Alatorre Bilingual Services Act (CGC Section 7290 - 7299.8); Section 1808 of the Removal of Barriers to Interethnic Adoption Act of 1996; and other applicable Federal and State laws, as well as their implementing regulations (including Title 45 CFR Parts 80, 84, and 91; Title 7 CFR Part 15; and Title 28 CFR Part 42), and any other law pertaining to Equal Employment Opportunity, Affirmative Action are Nondiscrimination as each may now exist or be hereafter amended. CONTRACTOR shall not implement any administrative methods or procedures which would have a discriminatory effect or which would violate the California Department of Social Services (CDSS) Manual of Policies and Procedures (MPP) Division 21, Chapter 21 -100. If ,here are any violations of this Paragraph, CDSS shall have the right to invoke (WRR0415) 12 of 39 (April 7, 2015) 25C -14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 fiscal sanctions or other legal remedies in accordance with WIC Section 10605, or CGC Sections 11135- 11139.5, or any other laws, or the issue may be referred to the appropriate Federal agency for further compliance action and enforcement of Subparagraph 8.6 et seq. 8.6.2 CONTRACTOR shall provide any and all clients desirous of filing a formal complaint any and all information as appropriate: 8.6.2.1 Pamphlet: "Your Rights Under California Wel'are Programs" (PUB 13) (WRR0415) 8.6.2.2 Discrimination Complaint Form 8.6.2.3 Civil Rights Contacts: County Civil Rights Contact: Orange County Social Services Agency Program Integrity Attn: Civil Rights Coordinator P.O. Box 22001 Santa Ana, CA 92702 -2001 Telephone: (714) 438 -8877 State Civil Rights Contact: California Department of Social Services Civil Rights Bureau P.O. Box 944243, M.S. 15 -70 Sacramento, CA 94244 -2430 Federal Civil Rights Contact: U.S. Department of Health and Human Services Office of Civil Rights 50 U.N. Plaza, Room 322 San Francisco, CA 94102 13 of 39 25C -15 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 9. NOTICES 9.1 All notices, claims, correspondence, reports, and /or statements authorized or required by this Agreement shall be addressed as follows: COUNTY: County of Orange Social Services Agency Contract Services 600 N. State College Blvd. Orange, CA 92868 -1600 CONTRACTOR: City of Santa Ana /Santa Ana WORK Center 1000 E. Santa Ana Blvd.. Suite 200 Santa Ana, CA 92701 9.2 All notices shall be deemed effective when in writing and deposited in the United States mail, first class, postage prepaid and addressed as above. Any notices, claims, correspondence, reports and /or statements authorized or required by this Agreement addressed in any other fashion shall be deemed not given. ADMINISTRATOR and CONTRACTOR may mutually agree in writing to change the addresses to which notices are sent. 10. NOTICE OF DELAYS Except as otherwise provided under this Agreement, when either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Agreement, that party shall, within one (1) business day, give notice thereof, including all relevant information with respect thereto, to the other party. 11. INDEMNIFICATION 11.1 CONTRACTOR agrees to indemnify, defend with counsel approved in writing by COUNTY, and hold U.S. Department of Health and Human Services, the State, COUNTY, and their elected and appointed officials, officers, employees, (WRR0415) 14 of 39 (April 7, 2015) 25C -16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 agents and those special districts and agencies which COUNTY's Boarc of Supervisors acts as the governing Board ( "COUNTY INDEMNITEES ") harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by CONTRACTOR pursuant to this Agreement. If judgment is entered against CONTRACTOR and COUNTY by a court of competent jurisdiction because of the concurrent active negligence of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. 12. INSURANCE 12.1 Prior to the provision of services under this Agreement, CONTRACTOR agrees to purchase all required insurance or maintain a program of self - insurance at CONTRACTOR's expense, and to deposit with ADMINISTRATOR Certificates of Insurance, including all endorsements required herein, necessary to satisfy COUNTY that the insurance provisions of this Agreement have been complied with, and to keep such insurance coverage and the certificates therefore on deposit with ADMINISTRATOR during the entire term of this Agreement. CONTRACTOR shall ensure that all subcontractors performing work on behalf of Contractor pursuant to this agreement shall be covered under Contractor's insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Contractor. Contractor shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Contractor under this agreement. It is the obligation of Contractor to provide notice of the insurance requiremen.s to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Contractor through the entirety of this (WRR0415) 15 of 39 25C -17 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 agreement for inspection by County representative(s) at any reasonable time. 12.2 CONTRACTOR shall ensure that all subcontractors performing work on behalf of CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and conditions as set forth herein for CONTRACTOR. 12.3 All self - insured retentions (SIRS) and deductibles shall be clearly stated on the Certificate of Insurance. If no SIRS or deductibles apply, indicate this on the Certificate of Insurance with a zero (0) by the appropriate line of coverage. 12.4 If CONTRACTOR fails to maintain insurance acceptable to COUNTY for the full term of this Agreement, COUNTY may terminate this Agreement. 12.5 Qualified Insurer: 12.5.1 The policy or policies of insurance required herein must be issued by an insurer with a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide /Property- Casualty /United States or ambest.com). It is creferred, but not mandatory, that the insurer be licensed to do business in the state of California (California Admitted Carrier). 12.6 If the insurance carrier does not have an A.M. Best Rating of A- /VIII, the CEO /Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial rating. 12.7 The policy or policies of insurance maintained by CONTRACTOR shall provide the minimum limits and coverage as set forth below: Coverage Minimum Limits Commercial General Liability Automobile Liability including coverage for owned, non -owned and hired vehicles (WRR0415) I[. • =2 25C -18 $1,000,000 per occurrence $2,000,000 aggregate $1,000,000 per occurrence (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Workers' Compensation Employer's Liability Insurance Sexual Misconduct Liability Statutory $1,000,000 per occurrence $1,000,000 per occurrence 12.8 Reguired Coverage Forms: 12.8.1 Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad. 12.8.2 Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad. 12.9 Repaired Endorsements: 12.9.1 Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance: 12.9.1.1 An Additional Insured endorsement using ISO form CG 2010 or CG 2033 or a form at least as broad naming the County of Orange, its elected and appointed officials, officers, employees, agents as Additional Insureds. 12.9.1.2 A primary non - contributing endorsement evidencing that CONTRACTOR's insurance is primary and any insurance or self - insurance maintained by the County of Orange shall be excess and non- contributing. 12.10 All insurance policies required by this Agreement shall waive all rights of subrogation against the County of Orange, its elected and appoirted officials, officers, agents and employees when acting within the scope of their appointment or employment. 12.11 The Workers' Compensation policy shall contain a waiver of (WRR0415) 17 of 39 25C -19 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees. 12.12 CONTRACTOR shall notify County in writing within thirty (30) days of any policy cancellation and ten (10) days for non - payment of premium and provide a copy of the cancellation notice to County. Failure to prcvide written notice of cancellation may constitute a material breach of the contract, upon which the County may suspend or terminate this Agreement. 12.13 The Commercial General Liability policy shall contain a severability of interests clause also known as a "separation of insureds" clause (standard in the ISO CG 0001 policy). 12.14 Insurance certificates should be mailed to COUNTY at the address indicated in Paragrach 9 of this Agreement. 12.15 If CONTRACTOR fails to provide the insurance certificates and endorsements within seven (7) days of notification by CEO /County Procurement Office or ADMINISTRATOR, award may be made to the next qualified proponent. 12.16 COUNTY expressly retains the right to require CONTRACTOR to increase or decrease insurance of any of the above insurance types throughout the term of this Agreement. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect COUNTY. 12.17 COUNTY shall notify CONTRACTOR in writing of changes in the insurance requirements. If CONTRACTOR does not deposit copies of acceptable certificates of insurance and endorsements with COUNTY incorporating such changes within thirty (30) days of receipt of such notice, this Agreement may be in breach without further notice to CONTRACTOR, and COUNTY shall be entitled to all legal remedies. 12.18 The procuring of such required policy or policies of insurance (WRR0415) 18 of 39 (April 7, 2015) 25C -20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 shall not be construed to limit CONTRACTOR's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement, nor act in any way to reduce the policy coverage and limits available from the insurer. 13. NOTIFICATION OF INCIDENTS, CLAIMS OR SUITS CONTRACTOR shall report to COUNTY: 13.1 Any accident or incident relating to services performed under this Agreement which involves injury or property damage which may result in the filing of a claim or lawsuit against CONTRACTOR and /or COUNTY. Such report shall be made in writing within twenty -four (24) hours of occurrence. 13.2 Any third party claim or lawsuit filed against CONTRACTOR arising from or related to services performed by CONTRACTOR under this Agreement. Such report shall be submitted to COUNTY within twenty -four (24) hours of occurrence. 13.3 Any injury to an employee of CONTRACTOR that occurs on COUNTY property. Such report shall be submitted to COUNTY within twenty -four (24) hours of occurrence. 13.4 Any loss, disappearance, destruction, misuse, or theft of any kind whatsoever of COUNTY property, monies, or securities entrusted to CONTRACTOR under the term of this Agreement. Such report shall be submitted to COUNTY within twenty -four (24) hours of occurrence. 14. CONFLICT OF INTEREST 14.1 CONTRACTOR shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of COUNTY. This obligation shall apply to CONTRACTOR's employees, agents, relatives, subcontractors, and third parties associated with accomplishing the work hereunder. 14.2 CONTRACTOR's efforts shall include, but not be limited to, (WRR0415) 19 of 39 25C -21 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 1s 19 20 21 22 23 24 25 26 27 28 establishing precautions to prevent its employees or agents from making, receiving, providing, or offering gifts, entertainment, payments, loans, or other considerations which could be deemed to appear to influence individuals to act contrary to tre best interests of COUNTY. 15. ANTI - PROSELYTISM PROVISION No funds provided directly to institutions or organizations to provide services and administer programs under Title 42 United States Code (USC) Section 604(a)(1)(A) shall be expended for sectarian worship, instruction, or proselytization, except as otherwise permitted by law. 16. SUPPLANTING GOVERNMENT FUNDS CONTRACTOR shall not supplant any Federal, State or COUNTY funds intended for the purposes of this Agreement with any funds made available under this Agreement. CONTRACTOR shall not claim reimbursement from COUNTY for, or apply sums received from COUNTY with respect to, that portion of its obligations which have been paid by another source of revenue. CONTRACTOR agrees that it shall not use funds received pursuant to this Agreement, either directly or indirectly, as a contribution or compensation for purposes of obtaining Federal, State or COUNTY funds under any Federal, State or COUNTY program without prior written approval of ADMINISTRATOR. 17. EQUIPMENT 17.1 All items purchased with funds provided under this Agreement, or which are furnished to CONTRACTOR by COUNTY, wrich have a single unit cost of at least five thousand dollars ($5,000), including sales tax, shall be considered Capital Equipment. Title to all Capital Equipment shall, upon purchase, vest and remain in COUNTY. The use of such items of Capital Equipment is limited to the performance of this Agreement. Upon the termination of this Agreement, CONTRACTOR shall immediately return any items of Capital Equipment to COUNTY or its representatives, or dispose of them in (WRR0415) 20 of 39 (April 7. 2015) 25C -22 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 accordance with the directions of ADMINISTRATOR. CONTRACTOR further agrees to the following: 17.1.1 To maintain all items of Capital Equipment in good working order and condition, normal wear and tear excepted. 17.1.2 To label all items of Capital Equipment, do periodic inventories as required by ADMINISTRATOR and to maintain an inventory list showing where and hour the Capital Equipment is being used, in accordance with procedures developed by ADMINISTRATOR. All such lists shall be submitted to ADMINISTRATOR within ten (10) days of any request therefore. 17.1.3 To report in writing to ADMINISTRATOR immediately after discovery, the loss or theft of any items of Capital Equipment. For stolen items, the local law enforcement agency must be contacted and a copy of the police report submitted to ADMINISTRATOR. 17.1.4 To purchase a policy or policies of insurance covering loss or damage to any and all Capital Equipment purchased under this Agreement, in the amount of the full replacement value thereof, providing protection against the classification of fire, extended coverage, vandalism, malicious mischief and special extended perils (all risks) covering the parties' interests as they appear. 17.2 The purchase of any Capital Equipment by CONTRACTOR shall be requested in writing, shall require the prior written approval of ADMINISTRATOR, and stall fulfill the provisions of this Agreement which are appropriate and directly related to CONTRACTOR's service or activity under the terms of this Agreement. COUNTY may refuse reimbursement for any costs resulting from Capital Equipment purchased, which are incurred by CONTRACTOR, if prior written approval has not been obtained from ADMINISTRATOR. 17.3 Personal Computer Equipment: No personal computers and /or personal electronic devices, such as (WRR0415) 21 of 39 25C -23 (April 7. 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 tablets and laptop computers, or any component thereof may be purchased with funds provided under this Agreement. 18. BREACH SANCTIONS Failure by CONTRACTOR to comply with any of the provisions, covenants, or conditions of this Agreement shall be a material breach of this Agreement. In such event, ADMINISTRATOR may, and in addition to imredlate termination and any other remedies available at law, in equity, or otherwise specified in this Agreement: 18.1 Afford CONTRACTOR a time period within which to cure the breach, which period shall be established by ADMINISTRATOR; and /or 18.2 Discontinue reimbursement to CONTRACTOR for and during the period in which CONTRACTOR is in breach, which reimbursement shall not be entitled to later recovery; and /or 18.3 Offset against any monies billed by CONTRACTOR but yet unpaid by COUNTY those monies disallowed pursuant to Subparagraph 18.2 above. ADMINISTRATOR will give CONTRACTOR written notice of any action pursuant to this Paragraph, which notice shall be deemed served on the date of mailing. 19. PAYMENTS 19.1 Maximum Contractual Obligation: The total maximum obligation of COUNTY under this Agreement shall not exceed the amount of $1,600,000; the amount of $800,000 for July 1, 2015 through June 30, 2016 and the amount of $800,000 for July 1, 2016 through June 30, 2017, or actual allowable costs, whichever is less. 19.2 Allowable Costs: During the term of this Agreement, COUNTY shall pay CONTRACTOR monthly in arrears, for actual allowable costs incurred and paid by CONTRACTOR pursuant to this Agreement, as defined in OMB Circular A -87 or as approved by (WRR0415) 22 of 39 (April 7, 2015) 25C -24 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ADMINISTRATOR. However, COUNTY, in its sole discretion, may pay CONTRACTOR for anticipated allowable costs that will be incurred by CONTRACTOR for June 2016 and June 2017, during the month of such anticipated expenditure. 19.3 Claims: 19.3.1 CONTRACTOR shall submit monthly claims to be received by ADMINISTRATOR no later than the twentieth (20th) calendar day of the month for expenses incurred in the preceding month. In the event the twentieth (20th) calendar day falls on a weekend or COUNTY holiday, CONTRACTOR shall submit the claim the next business day. COUNTY holidays include New Year's Day, Ma -tin Luther King Day, President Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Ldoor Day, Columbus Day, Veterans Day, Thanksgiving Day, Friday after Thanksgiving, and Christmas Day. 19.3.2 All claims must be submitted on a form approved by ADMINISTRATOR. ADMINISTRATOR may require CONTRACTOR to submit supporting source documents witr the monthly claim, including, inter alia, a monthly statement of services, general ledgers, supporting journals, time sheets, invoices, canceled checks, receipts, and receiving records, some of which may be required to be copied. Source documents that CONTRACTOR must submit shall be determined by ADMINISTRATOR and /or COUNTY's Auditor- Controller. CONTRACTOR shall retain all financial records in accordance with Paragraph 26 (Records, Inspections, and Audis) of this Agreement. 19.3.3 Payments should be released by COUNTY within a reasonable time period of approximately thirty (30) days after receipt of a correctly completed claim form and required supporting documentation. 19.3.4 Year End and Final Claims: 19.3.4.1 Final claims for the term of July 1, 2015 through June 30, 2016, must be received no later than August 30, 2016 at 5:00 p.m. (WRR0415) 23 of 39 25C -25 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 19.3.4.2 Final claims for the term of July 1, 2016 through June 30, 2017, must be received no later than August 30, 2017 at 5:00 p.m. 19.3.4.3 Claims received after the dates specified in Subparagraphs 19.3.4.1 to 19.3.4.2 may, at ADMINISTRATOR's sole discretion, not be reimbursed. ADMINISTRATOR may modify the daLe upon which the final claim per term must be received, upon written notice to CONTRACTOR. 19.3.4.4 The basis for final settlement shall be the actual allowable costs as defined in Title 45 CFR and OMB Circular A -87, incurred and paid by CONTRACTOR pursuant to this Agreement; limited, however, to the maximum obligation of COUNTY. In the event that any overpayment has been made, COUNTY may offset the amount of the overpayment against the final payment. In the event overpayment exceeds the final payment, CONTRACTOR shall pay COUNTY all such sums within five (5) business days of notice from COUNTY. Nothing herein shall be construed as limiting the remedies of COUNTY in the event an overpayment has been made. 19.3.5 Seventy -Five Percent Expenditure Notification: 19.3.5.1 CONTRACTOR shall maintain a system of record keeping that will allow CONTRACTOR to determine when it has incurred seventy - five percent (75 %) of the total contract authorizations under this Agreement. Upon occurrence of this event, CONTRACTOR shall send written notification to ADMINISTRATOR. 20. OVERPAYMENTS Any payment(s) made by COUNTY to CONTRACTOR in excess of that to which CONTRACTOR is entitled under this Agreement shall be repaid to COUNTY, in accordance with any applicable regulations and /or policies in effect during the term of this Agreement, or as established by COUNTY procedure. Any overpayments made by COUNTY which result from a payment by any other funding (WRR0415) 24 of 39 (April 7, 2015) 25C -26 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 source shall be repaid, at the discretion of ADMINISTRATOR, to COUNTY or the funding source. Unless earlier repaid, CONTRACTOR shall make repayment within thirty (30) days after the date of the final audit findings report and prior to any administrative appeal process. In the event an overpayment owing by CONTRACTOR is collected from COUNTY by the funding source, then CONTRACTOR shall reimburse COUNTY within thirty (30) days thereafter and prior to any administrative appeal process. CONTRACTOR agrees to pay all costs incurred by COUNTY necessary to enforce the provisions set forth in this Paragraph. 21. OUTSTANDING DEBT CONTRACTOR shall have no outstanding debt with ADMINISTRATOR, or shall be in the process of resolving outstanding debt to ADMINISTRATOR's satisfaction, prior to entering into and during the term of this Agreement. 22. REVENUE Whenever CONTRACTOR receives any money specifically designated for use in programs funded through this Agreement, such monies shall be considered a cost off -set and treated as a reduction against the amount claimed by CONTRACTOR, except for Program Income as defined in Title 45 CFR Section 92.25, as that section currently exists or may be hereafter amended. The procedure for designating money as Program Income is set forth in Paragraph 23 of this Agreement. 23. PROGRAM INCOME It is mutually understood that the State or Federal agency responsible for providing the funding for this Agreement may designate certain revenue of CONTRACTOR as Program Income. To be designated as Program Income and, therefore, as other than a cost off -set, CONTRACTOR shall do all of the following: 23.1 Submit a plan to ADMINISTRATOR for the use of any and all proposed Program Income; (WRR0415) 25 of 39 25C -27 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 23.2 Set up and maintain a separate bank account for any proposed Program Income and account for any and all such income received; and 23.3 Report to ADMINISTRATOR any and all Program Income received no later than thirty (30) days from the date of receipt, record the amount received on internal financial records, and indicate the amount received on the monthly claim submitted to ADMINISTRATOR. 23.4 ADMINISTRATOR will then forward the plan for the requested use of the proposed Program Income to the appropriate State and /or Federal agencies for approval. 23.5 CONTRACTOR shall not spend any of the proposed Program Income unless or until such time as ADMINISTRATOR obtains authorization for the use of the Program Income from the responsible State and /or Federal agency and provides CONTRACTOR with prior written approval for the use of the funds. 23.6 ADMINISTRATOR may issue future policy statements and /or instructions with respect to Program Income. CONTRACTOR shall immediately comply with such policy statements and /or instructions. 24. FINAL REPORT CONTRACTOR shall complete and submit to ADMINISTRATOR a final report within sixty (60) days after the termination of this Agreement, which shall summarize the activities and services provided by CONTRACTOR during the term of this Agreement. CONTRACTOR and ADMINISTRATOR may mutually agree in writing to modify the date upon which the final report must be submitted. 25. INDEPENDENT AUDIT 25.1 CONTRACTOR shall file with ADMINISTRATOR a copy of CONTRACTOR's certified annual organization -wide audit during the term of this Agreement in compliance with the OMB Circular A -133. Audits of States, Local Governments and Non - Profit Orgarizations. The audit must be performed in accordance with generally accepted government auditing standards and OMB Circular A -87. (WRR0415) 26 of 39 (April 7, 2015) 25C -28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 25.2 It is mutually understood that CONTRACTOR's yearly fiscal cycle covers July 1 through June 30. CONTRACTOR shall provide ADMINISTRATOR copies of organization -wide audits for each of the fiscal cycles corresponding with the term of this Agreement. CONTRACTOR shall provide each audit within fourteen (14) calendar days of CONTRACTOR's receipt. Failure of CONTRACTOR to comply with this Paragraph shall be sufficient cause for ADMINISTRATOR to deny payment under this or any subsequent Agreement with CONTRACTOR until such time as the required audit(s) are provided to ADMINISTRATOR. ADMINISTRATOR may modify CONTRACTOR's audit submission deadline upon notice to CONTRACTOR. 26. RECORDS, INSPECTIONS AND AUDITS 26.1 Financial Records: 26.1.1 CONTRACTOR shall prepare and maintain accurate and complete financial records. Financial records shall be retained, by CONTRACTOR, for a minimum of five (5) years from the date of final payment under this Agreement or until all pending COUNTY, State and Federal audits are completed, whichever is later. 26.1.2 CONTRACTOR shall establish and maintain reasonable accounting, internal control and financial reporting standards in conformity with generally accepted accounting principles established by the American Institute of Certified Public Accountants and to the satisfaction of _11]711►1[Il1:7_1C1l7 26.2 Client Records: 26.2.1 CONTRACTOR shall prepare and maintain accurate and complete records of clients served and dates and type of services provided under the terms of this Agreement in a form acceptable to ADMINISTRATOR. 26.2.2 All client records related to services provided under the terms of this Agreement shall be retained by CONTRACTOR for a minimum of five (5) years from the date of final payment under this Agreement or until all (WRR0415) 27 of 39 25C -29 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 pending COUNTY, State and Federal audits are completed, whichever is later. Notwithstanding anything to the contrary, upon termination of this Agreement, CONTRACTOR shall relinquish control with respect to client records to COUNTY in accordance with Subparagraph 42.2. 26.2.3 COUNTY may refuse payment for a claim if client records are determined by COUNTY to be incomplete or inaccurate. In the event client records are determined to be incomplete or inaccurate after payment has been made, COUNTY may treat such payment as an overpayment within the provisions of this Agreement. 26.3 Public Records: With the exception of client records or other records referenced in Paragraph 30, entitled Confidentiality, all records, including but not limited to, reports, audits, notices, claims, statements and correspondence, required by this Agreement may be subject to public disclosure. COUNTY will not be liable for any such disclosure. 26.4 Inspections and Audits: 26.4.1 The U.S. Department of Health and Human Services, Comptroller General of the United States, Director of CDSS, State Auditor - General, ADMINISTRATOR, COUNTY's Auditor- Ccntroller and Internal Audit Department, or any of their authorized representatives, shall have access to any books, documents, papers and records, including medical records, of CONTRACTOR which any of them may determine to be pertinent to this Agreement for the purpose of financial monitoring. Further, all the above mentioned persons have the right at all reasonable times to inspect or otherwise evaluate the work performed or being performed under this Agreement and the premises in which it is being performed. 26.4.2 CONTRACTOR shall make its books and financial records available within the borders of Orange County within ten (10) days after (WRR0415) 28 of 39 (April 7, 2015) 25C -30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 receipt of written demand by ADMINISTRATOR. 26.4.3 In the event CONTRACTOR does not make available its books and financial records within the borders of Orange County, CONTRACTOR agrees to pay all necessary and reasonable expenses incurred by COUNTY, or COUNTY's designee, necessary to obtain CONTRACTOR's books and financial records. 26.4.4 CONTRACTOR shall pay to COUNTY the full amount of COUNTY's liability to the State or Federal government or any agency thereof resulting from any disallowances or other audit exceptions to the extent that such liability is attributable to CONTRACTOR's failure to perform under ,his Agreement. 26.5 Evaluation Studies: 26.5.1 CONTRACTOR shall participate as requested by COUNTY in research and /or evalbative studies designed to show the effectiveness and /or efficiency of CONTRACTOR's services or provide information about CONTRACTOR's project. 27. PERSONNEL DISCLOSURE 27.1 CONTRACTOR shall make available to ADMINISTRATOR a current list of all personnel providing services hereunder, including resumes and job applications. Changes to the list will be immediately provided to ADMINISTRATOR in writing, along with a copy of a resume and /or job application. The list shall include: 27.1.1 Names of all full or part -time personnel by title, including volunteer personnel, whose direct services are required to provide the programs described herein; 27.1.2 A brief description of the functions of each position and the hours each person works each week; or for part -time personnel, each day or month, as appropriate; 27.1.3 The professional degree, if applicable, and experience (WRR0415) 29 of 39 25C -31 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 required for each position; and 27.1.4 The language skill, if applicable, for all personnel. 27.2 CONTRACTOR "s employment applications shall require applicants to provide detailed information regarding the conviction of a crime by any court, for offenses other than minor traffic offenses. Information not disclosed in the employment application discovered subsequent to the hiring or promotion of any applicant shall be cause for termination of that employee from the performance of services under this Agreement. 27.3 Where authorized by law, CONTRACTOR shall conduct, at no cost to COUNTY, criminal record background checks on all employees and /or volunteers who will provide services under this Agreement. Candidates will satisfy background checks consistent with and comparable to those required for COUNTY employees. 27.4 CONTRACTOR warrants that all persons employed or otherwise assigned by CONTRACTOR to provide services under this Agreement have satisfactory past work records and /or reference checks indicating their ability to perform the required duties and accept the kind of responsibility anticipated under this Agreement. CONTRACTOR shall maintain records of background investigations and reference checks undertaken and coordinated by CONTRACTOR for each employee and /or volunteer assigned to provide services under this Agreement for a minimum of five (5) from the date of final payment under this Agreement or until all pending COUNTY, State and Federal audits are completed, whichever is later, in compliance with all applicable laws. 27.5 CONTRACTOR shall immediately notify ADMINISTRATOR concerning the arrest and /or subsequent conviction, for offenses other than minor traffic offenses, of any paid employee and /or volunteer staff performing services under this Agreement, when such information becomes known to CONTRACTOR. ADMINISTRATOR may determine whether such employee and /or volunteer may 1 (WRR0415) 30 of 39 (April 7, 2015) 25C -32 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 continue to provide services under this Agreement and shall provide notice of such determination to CONTRACTOR in writing. CONTRACTOR's failure to comply with ADMINISTRATOR's decision shall be deemed a material breach of this Agreement, pursuant to Paragraph 18 above. 27.6 COUNTY has the right to approve or disapprove all of CONTRACTOR's staff performing work hereunder and any proposed changes in CONTRACTOR's staff. 27.7 COUNTY shall have the right to require CONTRACTOR to remove any employee from the performance of services under this Agreement. At the request of COUNTY, CONTRACTOR shall immediately replace said personnel. 27.8 CONTRACTOR shall notify COUNTY immediately when staff is terminated for cause from working on this Agreement. 27.9 Disqualification, if any, of CONTRACTOR staff, pursuant to Paragraph 27, shall not relieve CONTRACTOR of -ts obligation to complete all work in accordance with the terms and conditions of this Agreement. 28. CHILD AND DEPENDENT ADULT /ELDER ABUSE REPORTING CONTRACTOR shall establish a procedure acceptable to ADMINISTRATOR to ensure that all employees, volunteers, consultants, or agents performing services under this Agreement report child abuse or neglect to one of the agencies specified in Penal Code Section 11165.9 and dependent adult or elder abuse as defined in Section 15610.07 of the WIC to one of the agencies specified in WIC Section 15630. CONTRACTOR shall require such employee, volunteer, consultant or agent to sign a statement acknowledging the child abuse reporting requirements set forth in Sections 11166 and 11166.05 of the Penal Code and the dependent adult and elder abuse reporting requirements as set forth in Section 15630 of the WIC and will comply with the provisions of these code sections as they now exist or as they may hereafter be amended. (WRR0415) 31 of 39 25C -33 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29. NOTICE TO EMPLOYEES REGARDING THE SAFELY SURRENDERED BABY LAW CONTRACTOR shall notify and provide to its employees, a fact sheet regarding the Salley Surrendered Baby Law, its implementation in Orange County, and where and how to safely surrender a baby. The fact sheet is available on the Internet at www.babysafe,ca.gov for printing purposes. The information shall be posted in all reception areas where clients are served. 30. CONFIDENTIALITY 30.1 CONTRACTOR agrees to maintain the confidentiality of its records pursuant to WIC Sections 827 and 10850 - 10853, the CUSS MPP, Division 19 -000, and all other provisions of law, and regulations promulgated thereunder relating to privacy and confidentiality, as each may now exist or be hereafter amended. 30.2 All records and information corcerning any and all persons referred to CONTRACTOR by COUNTY or COUNTY's designee shall be considered and kept confidential by CONTRACTOR, CONTRACTOR's staff, agents, employees and volunteers. CONTRACTOR shall require all of its employees, agents, subcontractors and volunteer staff who may provide services for CONTRACTOR under this Agreement to sign an agreement with CONTRACTOR before commencing the provision of any such services, to maintain the confidentiality of any and all materials and information with which they may come into contact, or the identities or any identifying characteristics or information with respect to any and all participants referred to CONTRACTOR by COUNTY, except as may be required to provide services under this Agreement or to those specified in this Agreement as having the capacity to audit CONTRACTOR, and as to the latter, only during such audit. CONTRACTOR shall comply with any audits specified in Paragraph 26, provide reports and any other information required by COUNTY in the administration of this Agreement, and as otherwise permitted by law. (WRR0415) 32 of 39 25C -34 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 30.3 CONTRACTOR shall inform all of its employees, agents, subcontractors, volunteers and partners of this provision and that any person violating the provisions of said State law may be guilty of a crime. 30.4 CONTRACTOR agrees that any and all subcontracts entered into shall be subject to the confidentiality requirements of this Agreement. 31. COPYRIGHT ACCESS The U.S. Department of Health and Human Services, the CDSS, and COUNTY will have a royalty -free, nonexclusive and irrevocable license to publish, translate, or use, now and hereafter, all material developed under this Agreement including those covered by copyright. 32. WAIVER No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of ary of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. 33. PETTY CASH CONTRACTOR is authorized to establish a petty cash fund in an amount not to exceed one thousand dollars ($1,000). 34. PUBLICITY 34.1 Information and solicitations, prepared and released by CONTRACTOR, concerning the services provided under this Agreement shall state that the program, wholly or in part, is funded through COUNTY, State and Federal government funds. 34.2 CONTRACTOR shall not disclose any details in connection with this (WRR0415) 33 of 39 25C -35 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Agreement to any person or entity except as may be otherwise provided hereunder or required by law. However, in recognizing CONTRACTOR's need to identify its services and related clients to sustain itself, COUNTY shall not inhibit CONTRACTOR from publishing its role under this Agreement within the following conditions: 34.2.1 CONTRACTOR shall develop all publicity material in a professional manner; and 34.2.2 During the term of this Agreement, CONTRACTOR shall not, and shall not authorize another to, publish or disseminate any commercial advertisements, press releases, feature articles, or other materials using the name of COUNTY without the prior written consent of COUNTY. COUNTY shall not unreasonably withhold written consent. 35. COUNTY RESPONSIBILITIES ADMINISTRATOR will provide consultation and technical assistance, and will monitor performance of CONTRACTOR in meeting the terms of this Agreement. 36. REFERRALS 36.1 CONTRACTOR shall provide services to individuals referred by ADMINISTRATOR. 37. REPORTS 37.1 CONTRACTOR shall provide information deemed necessary by ADMINISTRATOR to complete any State - required reports related to the services provided under this Agreement. 37.2 CONTRACTOR shall maintain records and submit reports containing such data and information regarding the performance of CONTRACTOR's services, costs or other data relating to this Agreement, as may be requested by ADMINISTRATOR, upon a form approved by ADMINISTRATOR. ADMINISTRATOR may modify the provisions of this Paragraph upon written notice to CONTRACTOR. 1 (WRR0415) 34 of 39 25C -36 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 38. ENERGY EFFICIENCY STANDARDS As applicable, CONTRACTOR shall comply with the mandatory standards and policies relating to energy efficiency in the State Energy Conservation Plan (Title 24, CCR). 39. ENVIRONMENTAL PROTECTION STANDARDS CONTRACTOR shall be in compliance with Section 306 of the Clean Air Act [Title 42 USC Section 1857(h)], Section 508 of the Clean Water Act (Title 33 USC Section 1368), Executive Order 11738 and Environmental Protection Agency, hereinafter referred to as "EPA," regulations (Title 40 CFR Part 15), as any may now exist or be hereafter amended. Under these laws and regulations, CONTRACTOR assures that: 39.1 No facility to be utilized in the performance of the proposed grant has been listed on the EPA List of Violating Facilities; 39.2 It will notify COUNTY prior to award of the receipt of any communication from the Director, Office of Federal Activities, U.S. EPA, indicating that a facility to be utilized for the grant is under consideration to be listed on the EPA List of Violating Facilities; and 39.3 It will notify COUNTY and the EPA about any known violation of the above laws and regulations. 40. CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS CONTRACTOR shall be in compliance with Section 319 of Public Law 101 -121 pursuant to Title 31 USC Section 1352 and the guidelines with respect to those provisions set down by the OMB and published in the Federal Register dated December 20, 1989, Volume 54, No. 243, pp. 52306 - 52332. Under these laws and regulations, it is mutually understood that any contract which utilizes Federal monies in excess of $100,000 must contain and CONTRACTOR must certify compliance utilizing a form provided by ADMINISTRATOR that cites the (WRR0415) 35 of 39 25C -37 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 following: A. The definitions and prohibit'ons contained in the clause at Federal Acquisition Regulation 52.203 -12, Limitation on Payments to Influence Certain Federal Transactions, included in this solicitation, are hereby incorporated by reference in Paragraph (B) of this certification. B. The offeror, by signing its offer, hereby certifies to the best of his or her knowledge and belief as of December 23, 1989, that: 1) No Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan or cooperative agreement; 2) If any funds other than Federal appropriated `unds (including profit or fee received under a covered Federal transaction) have been paid, or will be paid, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with this solicitation, the offeror shall complete and submit, with its offer, OMB standard form LLL, Disclosure of Lobbying Activities, to the Contracting Officer; and 3) He or she will include the language of this certification in all subcontract awards at any tier and require that all recipients of subcontract awards in excess of $100,000 shall certify and disclose accordingly. C. Submission of this certification and disclosure is a 1 (WRR0415) 36 of 39 (April 7, 2015) 25C -38 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 prerequisite for making or entering into this Agreement imposed by Section 1352, Title 31, USC. Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure form to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000, and not more than $100,000, for each such failure. 41. POLITICAL ACTIVITY CONTRACTOR agrees that the funds provided herein shall not be used to promote, directly or indirectly, any political party, political candidate or political activity, except as permitted by law. 42. TERMINATION PROVISIONS 42.1 ADMINISTRATOR may terminate this Agreement without penalty immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall be defined as any breach of contract, any misrepresentation or fraud on the part of CONTRACTOR. Exercise by ADMINISTRATOR of the right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 42.2 Upon termination, or notice thereof, CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, active case records, and pertinent documents. 42.3 The obligations of COUNTY under this Agreement are contingent upon the availability of Federal and /or State funds, as applicable, for the reimbursement of CONTRACTOR's expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operat -on. In the event that such funding is terminated or reduced. ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY's maximum obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR will be (WRR0415) 37 of 39 25C -39 (April 7. 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR's decision. 42.4 If any provision of this Agreement or the application thereof is held invalid, the remainder of this Agreement shall not be affected thereby. 43. GOVERNING LAW AND VENUE This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Sectior 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for trial to another county. 44. SIGNATURE IN COUNTERPARTS The parties agree that separate copies of this Agreement may be signed by each of the parties, and this Agreement will have the same force and effect as if the original had been signed by all the parties. (WRR0415) 38 of 39 25C -40 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREFORE, the parties hereto have executed this Agreement in the County of Orange, California. By: Dated: Attest: By: By DAVID CAVAZOS CHAIRMAN OF THE BOARD OF SUPERVISORS CITY MANAGER COUNTY OF ORANGE, CALIFORNIA OF SANTA ANA MARIA D. HUIZAR CLERK OF THE COUNCIL Dated APPROVED AS TO FORM: By ads LISA STORCK ASSISTANT CITY ATTORNEY SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIR OF THE BOARD PER G.C. SEC. 25103, RESO 79 -1535 ATTEST: ROBIN STIELER Interim Clerk of the Board County of Orange, California APPROVED AS TO FORM COUNTY COUNSEL COUNTY OF ORANGE, CALIFORNIA By Da (WRR0415) 39 of 39 25C -41 (April 7. 20]5) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT A TO AGREEMENT BETWEEN COUNTY OF ORANGE AND CITY OF SANTA ANA FOR THE PROVISION OF VOCATIONAL TRAINING ACTIVITIES AND WORK EXPERIENCE 1. PROGRAM OBJECTIVE AND GOALS It is mutually understood that the primary objective of the CaiWORKs program is to promote family well -being by enhancing employability of Participants through engagement in preparatory activities and placement in paying jobs, with appropriate support, where they will earn enough, or consistently progress toward enough earnings, to be considered self - sufficient and leave the program within State requirements. 1.1 CONTRACTOR shall provide Vocational Training (VTR) and Work Experience (WEX) to Participants to prepare them for unsubsidized employment. 1.2 CONTRACTOR shall meet each of the following goals throughout the term of this Agreement: 1.2.1 VTR Enrollments: A minimum of eighty percent (80 %) of all Participants who are referred per Subparagraph 2 of this Exhibit A shall be enrolled in VTR activities. 1.2.2 WEX Enrollments: A minimum of eighty percent (80 %) of all participants referred per Subparagraph 2 of this Exhibit A to this Agreement shall be enrolled in WEX activities 1.2.3 VTR Completion Rate: A minimum of seventy percent (70X) of Participants enrolled in VTR activities will complete the activities per the (WRR0415) Page 1 of 25 (April 7, 2015) 25C -42 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WTW Staff referral. 1.2.4 WEX Completion Rate: A minimum of seventy percent (70 %) of Participants placed at a WEX worksite will complete the program per the WTW Staff referral. 1.2.5 VTR Employment Rate: A minimum of sixty percent (60 %) of Participants who attend VTR activities will obtain unsubsidized employment within forty -five (45) calendar days of completing VTR activities. Employment will be verified on a format approved by ADMINISTRATOR. 1.2.6 WEX Employment Rate: A minimum of sixty percent (60 %) of Participants who attend WEX activities will obtain unsubsidized employment within thirty (30) calendar days of completing WEX activities. Employment will be verified on a format approved by ADMINISTRATOR 2. POPULATION TO BE SERVED 2.1 Participants who meet all of the following criteria may be referred for VTR or WEX activities, per SSA policy: 2.1.1 Are required to participate, or have voluntarily enrolled, in the Ca1WORKs /WTW program pursuant to State regulations; 2.1.2 Have not obtained unsubsidized employment sufficient to meet minimum required hours of WTW participation; 2.1.3 Are deemed suitable for the activity by WTW Staff; 2.1.4 Continue to meet CalWORKs eligibility criteria; and 2.1.5 Reside in Orange County. 2.2 CONTRACTOR agrees to provide services to Participants referred to CONTRACTOR by ADMINISTRATOR under this Agreement. 2.3 CONTRACTOR shall not refuse Participants without discussion and concurrence by WTW Staff prior to any action to minimize issues that impede Participants' ability to complete VTR or WEX activities. (WRR0415) Page 2 of 25 25C -43 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3. DEFINITIONS 3.1 America's Job Centers of California: Employment -based facil ties integrating community based service providers into single workforce centers, in which COUNTY participates, that provide comprehensive career services and labor market information to Participants seeking jobs under various Federal and State funded programs. The centers are established statewide under S.B. 1417 (Chapter 819, Statutes of 1994), to implement a collaborative system of employment, training and education programs and services, in support of California's economic development. Santa Ana America's Job Center of California is also referred to as the WORK Center. 3.2 Barriers to Employment: Circumstances that interfere with WTW participation, employment, or job search. 3.3 CaiWORKs: California Work Opportunity and Responsibility to Kids Act of 1997 as described in WIC Section 11200 et seq. 3.4 Orange County CaiWORKs Plan: A list of major program goals and objectives; and a description of major program elements which contribute to those goals and objectives. 3.5 Participant: An individual who is required to participate, or has voluntarily enrolled, in the CaiWORKs /WTW program pursuant to State regulations. 3.6 Placement: Employment of a WTW Participant who is meeting required WTW participation hours through unsubsidized employment and is earning at least the prevailing California minimum wage. 3.7 Santa Ana Workforce Investment Board (SA WIB): Established under the Federal Workforce Investment Act (WIA) of 1998, which was reauthorized by the enactment of the Federal Workforce Innovation and Opportunity Act on July 22, 2014.SA WIB oversees workforce investment activities that increase the employment, retention, and earnings of Participants, and increase attainment (WRR0415) Page 3 of 25 (April /. 2015) 25C -44 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 of occupational skills by Participants. Workforce investment activities authorized by WIA are provided at the local level via the America's Job Centers of California, as defined in Subparagraph 3.1 above, to individuals in need of those services, including job seekers, dislocated workers, youth, incumbent workers, rew entrants to the workforce, veterans, persons with disabilities and employers. 3.8 Santa Ana Workforce Investment Board Case Manager (SA WIB CM) : An employee of the Santa Ana WORK Center, a division of the City of Santa Ana, assigned to work with the Participant and WTW Staff throughout the Vocational Training (VTR) and Wo,k Experience (WEX) activities 3.9 Supportive Services: Payments provided to or on behalf of Participants for child care, transportation, and /or ancillary expenses. 3.10 Unsubsidized Employment: Employment without government subsidy. 3.11 Vocational Assessment: An evaluation of employability and the need for employment support services considering work history, employment skills, knowledge and abilities, education, educational competency level, local labor market conditions, physical limitations, or mental conditions. Vocational Assessments are conducted through another COUNTY contracted service provider. 3.12 Welfare -To -Work (WTW): A mandated program under the CaiWORKs Act which requires non - exempt parents or caretakers in families receiving CaiWORKs assistance, unless exempted, to meet work requirements by participating in WTW activities, with a goal of unsubsidized employment leading to self- sufficiency. 3.13 WTW Activities: Allowable activities to which the Participant may be assigned as specified in the WIC and the Orange County CalWORKs Plan. 3.14 WTW Staff: ADMINISTRATOR's staff and other contracted staff with the authority to refer Participants for services. (WRR0415) Page 4 of 25 25C -45 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4. SERVICES 4.1 CONTRACTOR shall engage Participants for the number of hours as referred by WTW Staff. 4.2 VTR is a temporary, transitional, and short -term activity, not to exceed twelve (12) months, to prepare Participants for employment in a specific trade, occupation, or vocation. VTR activities must be provided by vocational - technical schools, postsecondary institutions, or proprietary schools. VTR activities shall be made available to Participants in areas identified as growth oriented, current or emerging occupations, meeting an unmet community neec, and in high demand for new employees. VTR activities shall include, but not be limited to, the following: 4.2.1 Certified Nurse's Assistant: 4.2.2 Office Technology; 4.2.3 Child Care Provider; 4.2.4 Medical Liens Collections; 4.2.5 health Care careers; 4.2.6 hospitality; 4.2.7 Protective Services; and 4.2.8 Transportation. 4.3 WEX is a planned, structured learning experience that occurs in the workplace for a limited period not to exceed twelve (12) weeks in length, unless approved in advance by ADMINISTRATOR for a different period. The WEX work site may include public or private, for - profit or nonprofit organizations. WEX is a post- assessment activity designed to provide the participant exposure to work environments. Under close supervision, WEX activities provide basic job skills and enhance existing job skills and work experience while meeting an identified community need. 4.4 CONTRACTOR shall be reimbursed by COUNTY for one hundred percent (WRR0415) Page 5 of 25 (April 7. 2015) 25C -46 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (100 %) of the salary and benefits paid to each WEX participant. CONTRACTOR shall pay WEX participants at a rate not to exceed nine dollars ($9.00) per hour, or prevailing California Minimum Wage, for each hour worked, not to exceed the total number of hours referred by WTW staff. Overtime pay will not be permitted without prior approval from ADMINISTRATOR. Participants may be paid for COUNTY holidays as identified in Subparagraph 14.1.2 of this Exhibit A to this Agreement, with prior approval from ADMINISTRATOR. At the end of the training period it is generally expected that the employer will hire the participant as a regular employee. 4.5 CONTRACTOR shall obtain prior approval from ADMINISTRATOR for all VTR and WEX activities provided under this Agreement 5. CONTRACTOR RESPONSIBILITIES CONTRACTOR shall: 5.1 Assign a SA WIB CM who will work closely with each Participant and develop a relationsh -p to understand the Participant's needs, assess career goals and arrange an appropriate VTR activity. 5.2 Discuss and obtain concurrence with WTW Staff prior to returning Participant for identified barriers /noncooperation to minimize issues that impede Participants' ability to complete the VTR or WEX activity. 5.3 Provide an orientation to VTR or WEX activities to all Participants. 5.4 Provide workshops that will enhance Participants' success on the job, empower Participants to manage conflict and change at the workplace, and assist Participants in discovering opportunities for growth and development at any job. 5.5 Provide training, case management, and coaching to the Participant in order to address barriers, ensure completion of VTR /WEX activity and assist in obtaining employment. (WRR0415) Page 6 of 25 25C -47 (April 7. 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 5.6 Work with and motivate difficult to place Participants who have multiple barriers, which may include a resistance to program participation. 5.7 Provide services to meet ethnic diversity in a manner responsive to individuals with literacy, language and sociocultural issues that demonstrate language or cultural barriers to employment, including resistance to pursuing employment in occupations that may ce perceived as nontraditional. 5.8 Resolve attitudinal barriers toward obtaining and retaining employment, such as fear of going to work, anger and resentment from being required to participate, low self- esteem /motivation, problems with accessing and navigating public transportation, and child care concerns. 5.9 Assign the Participant to an appropriate VTR or WEX activity based on the Participant's vocational assessment, experience and interest within seven (7) business days from the date of the referral, unless otherwise directed by ADMINISTRATOR. 5.10 Monitor the progress of all Participants by meeting every two (2) weeks, or more often if needed, with the Participant and the training facility or work site to discuss action steps needed to successfully complete the program. 5.11 Use positive reinforcement techniques and ensure Participants are aware that their assignment is being closely monitored. 5.12 Refer Participants to WTW Staff for assistance with employment supportive services needs, such as food, transportation, housing, mental health and substance abuse issues, legal assistance, and clothing, as appropriate. 5.13 Continue to engage the Participant in job search activities for forty -five (45) days after completion of the VTR activity. 5.14 Maintain a case file for each ' articipant served under this Agreement in a format approved by ADMINISTRATOR. The case file will inc ude, 1 (WRR0415) Page 7 of 25 (April 7, 2015) 25C -48 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 but not be limited to, the following 5.14.1 Initial referral form; 5.14.2 Documentation of all correspondence in regards to the Participant's participation in the VTR or WEX activities, including any correspondence involving any subcontractors; 5.14.3 Participant attendance records; 5.14.4 Documentation, including dates, of any problem occurrences reported at the VTR training site or WEX work site; and 5.14.5 A-] correspondence related to any Participant's Workers Compensation injury. 5.15 Develop relationships with local businesses by networking and developing work sites for WEX participants. 5.16 Develop appropriate VTR training sites and WEX sites in the community, monitor Participant's attendance, and communicate Participant and attendance issues with WTW Staff, as determined by ADMINISTRATOR. 5.17 Attend meetings as requested by ADMINISTRATOR. 5.18 Cooperate with ADMINISTRATOR with respect to sanctions applied by ADMINISTRATOR to Participants in the event of Participant non - cooperation. This may include testifying at Participant non - compliance hearings. 5.19 Provide internal forms that are not mandated by ADMINISTRATOR or by program requirements for review and approval by ADMINISTRATOR prior to implementation. 5.20 Ensure that all services provided to Participants under this Agreement are conducted in a manner responsive to literacy, language, and socio- cultural issues that may impact Participants. CONTRACTOR's staff shall be trained in cultural differences to ensure their ability to recognize and assist Participants who demonstrate language or cultural barriers to employment, including resistance to participation in VTR and WEX activities. (WRR0415) Page 8 of 25 25C -49 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CONTRACTOR shall employ staff who will provide services in the Participant's language or obtain interpreters when necessary. 6. PRINCIPLES CONTRACTOR shall ensure that the delivery of services is based on the following principles: 6.1 Opportunities shall be maximized to provide integrated, coordinated and easily accessible resources for Participants; 6.2 Services shall be family- friendly and family- centered; 6.3 Services shall be community -based and provide integrated services that coordinate Federal, State and community funding opportunities; 6.4 Participants' strengths shall be identified, utilizing motivational and strength -based techniques; and 6.5 Services shall be outcome - driven and identify indicators that accurately reflect progress towards stated goals. 7. OUTSIDE CONTACTS: CONTRACTOR shall: 7.1 Immediately inform ADMINISTRATOR of any inquiry from an elected official or their representative not already associated with CONTRACTOR, participant advocate, or the press, and immediately provide information in order for ADMINISTRATOR to respond. 7.2 Consult with ADMINISTRATOR prior to initiating contact with a participant advocate or the press. 7.3 Inform ADMINISTRATOR prior to initiating contact with an elected official or their representative. 8. FACILITIES 8.1 It is mutually understood that VTR and /or WEX activities shall be provided at a variety of facilities /work sites throughout Orange County, as defined by CONTRACTOR. It is mutually understood that Participants will be 1 (WRR0415) Page 9 of 25 (April 7, 2015) 25C -50 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 referred to CONTRACTOR at the following facility: Sarta Ana WORK Center 1000 E. Santa Ana Blvd., Suite 200 Santa Ana, CA 92701 8.2 Participants will have access to the Santa Ana WORK Center where they can access a wide variety of resources including labor market information and job vacancy listings. They will also have full access to computers with Internet connectivity, telephones, faxes, and copy machines. 8.3 CONTRACTOR and ADMINISTRATOR may mutually agree in writing to add, change, modify, or delete facility locations as necessary to best serve the needs of Participants and ADMINISTRATOR. 9. REPORTING REQUIREMENTS 9.1 CONTRACTOR shall maintain records, collect data, and provide reports mandated by Federal and State governments and as may be required by ADMINISTRATOR. Reporting requirements shall include all reports and data collection that is required to track goals and report progress as noted in Paragraph 1 of this Exhibit A to this Agreement 9.2 Reports of problems, including attendance issues, achievements, or other inquiries about VTR /WEX activities shall be addressed immediately with the affected Participant and employer /instructo CONTRACTOR shall inform WTW Staff within twenty -four (24) hours, through verbal or electronic communication, which will allow for quick intervention and results oriented action to address the issue with the Participant. 9.3 CONTRACTOR shall report each Participant's monthly attendance and progress, including achievements, by the tenth (10th) calendar day of the following month in a format approved by ADMINISTRATOR. 9.4 CONTRACTOR shall provide, by the tenth (10th) calendar day of each month, a status report for the preceding month, in a format approved by ADMINISTRATOR. The monthly status report shall identify, but not be limited (WRR0415) Page 10 of 25 25C -51 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 to, the following da'la elements: 9.4.1 Referrals received: 9.4.2 Participants enrolled; 9.4.3 Participants referred back to ADMINISTRATOR for non- attendance; 9.4.4 Participants disenrolled by WTW Staff; 9.4.5 Participants carried forward from previous month; 9.4.6 Completions of VTR /WEX activity: 9.4.7 Placements in unsubsidized employment; 9.4.8 Average wage; and 9.4.9 Complaints received. 10. PERFORMANCE MONITORING AND REVIEW 10.1 CONTRACTOR's performance will be monitored and reviewec by ADMINISTRATOR. CONTRACTOR shall cooperate and assist ADMINISTRATOR in monitoring performance. ADMINISTRATOR will conduct case reviews as part of an on -going evaluation of CONTRACTOR's performance. 10.2 ADMINISTRATOR may use a variety of inspection methods to evaluate CONTRACTOR's performance, including but not limited to: 10.2.1 Random sampling of program activities including a review of case files each month; 10.2.2 Activity checklists and random observations; 10.2.3 Inspect output items on a periodic basis as deemed necessary: 10.2.4 Computer Information System reported results: 10.2.5 Participants' complaints and /or Participants' questionnaires; and 10.2.6 Service provider complaints or reports. 10.3 ADMINISTRATOR may require corrective action plans when it is 1 (WRR0415) Page 11 of 25 (April 7, 2015) 25C -52 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 determined that services are performed unsatisfactorily during the review period. CONTRACTOR shall remedy the performance defects within the time period specified in the corrective action plan. 10.4 Performance evaluation meetings will be conducted by ADMINISTRATOR as necessary. 10.5 CONTRACTOR shall cooperate with ADMINISTRATOR in providing the information necessary for monitoring this Agreement, and with authorized State or Federal representatives who may audit WTW Program services. 11. QUALITY CONTROL 11.1 CONTRACTOR shall maintain a complete internal Quality Control Plan to ensure that the requirements of this Agreement are met. The Quality Control Plan shall include, but not be limited to: 11.1.1 Activities to be inspected on either a scheduled or unscheduled basis, hew often inspections will be accomplished, and the title of the individuals) who will perform the inspections: 11.1.2 Specific methods to identify and prevent deficiencies in the quality of service performed, prior to unacceptable performance levels: 11.1.3 Method for continuing services in the event of a strike of CONTRACTOR's employees or a natural disaster: and 11.1.4 Maintenance of all inspection files and, if necessary corrective action taken. 11.2 CONTRACTOR shall cooperate with any third party audit or inspections as required by ADMINISTRATOR or other COUNTY, State or Federal agency. 12. WELFARE FRAUD If CaiWORKs eligibility or Supportive Services payment fraud is suspected, either by the Participant or a service provider, CONTRACTOR staff shall inform the appropriate designated COUNTY staff. (WRR0415) Page 12 of 25 (April 7. 2015) 25C -53 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 13. HANDLING COMPLAINTS 13.1 CONTRACTOR shall develop, operate, and maintain procedures for receiving, investigating and responding to provider and Partic-pant complaints, including Civil Rights complaints, requests for COUNTY reviews, negative comments and other complaints relating to services provided under this Agreement. 13.2 CONTRACTOR staff shall maintain a log for identification and response to Participants' complaints. When complaints cannot be resolved informally, a system of follow- through shall be instituted which adheres to formal plans for specific actions and strict time deadlines. Responses to complaints should occur within two (2) business days, unless otherwise authorized by ADMINISTRATOR. 13.3 For Civil Rights complaints, refer to Subparagraph 8.6.2 of this Agreement. 13.4 When CONTRACTOR believes any complaint may have legal implications for CONTRACTOR or COUNTY, CONTRACTOR shall forward such complaint immediately to ADMINISTRATOR prior to responding to the complaint. In the event any such complaint pertains to an injury or property camage, CONTRACTOR shall follow the provisions as set forth in Subparagraph 13.1 of this Agreement. 13.5 CONTRACTOR shall provide to ADMINISTRATOR, in a form approved by ADMINISTRATOR, information pertaining to complaints, as well as CONTRACTOR's response to any complaints as described above within ten (10) business days of the complaint. CONTRACTOR shall provide a summary of all complaints and /or negative comments as prescribed and on a format approved by ADMINISTRATOR. Complaints include, but are not limited to, complaints from clients, other COUNTY contracted service providers, community organizations, and the public. 13.6 Formal Grievance Process and State Hearing 13.6.1 CONTRACTOR shall inform each Participant of his /her (WRR0415) Page 13 of 25 (April 7, 2015) 25C -54 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 grievance, State Hearing and Civil Rights, and of his /her right to request a review by a COUNTY worker should the Participant disagree with an action made by CONTRACTOR. 13.6.2 Grievance Rights and Civil Rights notices, in multiple languages, shall be posted in WTW office(s) where all Participants can easily see them, in accordance with Subparagraph 8.6 of this Agreement. 13.6.3 CONTRACTOR shall attend COUNTY Formal Grievance Hearings and State Hearings as needed, and comply with the decisions of the Hearing Officers. All actions involving the Formal Grievance Process and State Hearings shall be properly documented. 14. HOURS OF OPERATION 14.1.1 CONTRACTOR shall provide service hours that are responsive to the needs of the target population, as determined by ADMINISTRATOR. At a minimum, CONTRACTOR shall provide services during business days Monday through Friday, from 8:00 a. m. to 5:00 p.m., except COUNTY holidays as established by the Orange County Board of Supervisors. In addition, CONTRACTOR shall address any expanded work hours of operation during the evening and on weekends that may be required to provide services to Participants. 14.1.2 CONTRACTOR's holiday schedule shall not exceed COUNTY's holiday schedule which is as follows: New Year's Day, Martin Luther King Day, President Lincoln's B-rthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Friday after Thanksgiving, and Christmas Day. CONTRACTOR shall obtain prior written approval from ADMINISTRATOR for any closure outside of COUNTY's holiday schedule. Any unauthorized closure shall be deemed a material breach of this Agreement, pursuant to Paragraph 18, and shall not be reimbursed. CONTRACTOR is encouraged to provide the contracted services on holidays, whenever possible. (WRR0415) Page 14 of 25 (April 7, 2015) 25C -55 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 15. BUDGET 15.1 The budget for services provided pursuant to Exhibit A of this Agreement shall span twenty -four (24) months and is set forth as follows: 3udget Period July 1, 2015- June 30, 2016 )alaries and Benefits Workforce Specialist II Workforce Specialist II Economic Development Specialist III Sr. Management Analyst Accountant II Sr. Accounting Assistant Accounting Assistant Subtotal Salaries Benefits (46.3 %) Subtotal Salaries and Benefits`1 "2' Communications User Fee Office Supplies Computer Services IS Strategic Plan Insurance Indirect Costs Subtotal Operations rticipant Costs Work Experience Wages`'' Benefits`"' Vocational Training(s) Subtotal Participant Costs MAXIMUM COUNTY OBLIGATION (7/1/15- 6/30/16) Budget Period July 1, 2016- June 30, 2017 Line Items Salaries and Benefits Workforce Specialist II (WRR0415) Page 15 of 25 25C -56 Maximum Hourly Rate FTE Budget $35.49 1.00 $73,819 $35.75 1.00 $74,360 $63.80 .15 $19,905 $52.95 .04 $4,405 $47.13 .05 $4,902 $33.25 .03 $2,075 $30.90 .03 $1,928 $181,394 $83,995 $265.389 $1,22 $15,69 $1,88 $69 $3,13 $5,00 618,48 646,11 $200,640 $12,861 $488, :11 Maximum Hourly Rate FTE Cost $35.49 1.00 $73,81' (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Workforce Specialist II $35.75 1.00 Economic Development Specialist III $63.80 .15 Sr. Management Analyst $52.95 .04 Accountant II $47.13 .05 Sr. Accounting Assistant $33.25 .03 Accounting Assistant $30.90 .03 Subtotal Salaries Benefits (46.3 %) Subtotal Salaries and Benefitsf1 "z' Communications User Fee Office Supplies Computer Services IS Strategic Plan Insurance Indirect Costs Subtotal Operations Participant Costs Work Experience Wages' 3) Benefits "' Vocational Training(5) Subtotal Participant Costs MAXIMUM COUNTY OBLIGATION (7/1/16- 6/30/17) TOTAL MAXIMUM COUNTY OBLIGATION (7/1/15- 6/30/17) $74,360 $19,905 $4,405 $4,902 $2,075 $1,928 $181,394 $265,385 $1,22C $15,69C $1,885 $695 $3,130 $5,005 $18,485 $46,110 $200,640 $12,861 $275,000 $488,501 M $1,600,00 (1) Total salaries are calculated on maximum hourly rates. July 1, 2015 -June 30, 2017 salary costs are based on total hours worked that includes anticipated furlough hours and days the city offices are closed for Workforce Specialist II and Fiscal Specialist positions. (2) Employee Benefits include contributions to 401k or retirement plans; health insurance; dental insurance; life insurance; long -term disabi 'ity insurance; payroll taxes such as FICA, Federal Unemployment Tax, State Unemployment Tax, and Workers' Compensation Tax, based on the currently prevailing rates; and vacation and sick leave accrual limited to the amount of time earned during the fiscal years in which such expense is claimed. The ove ^all benefit rate shall not exceed 46.3% of the actual salary expense claimed. (WRR0415) Page 16 of 25 25C -57 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (3) Enrollments in WEX activities are contingent upon availability of funds. (4) Benefits costs included are payroll taxes such as FICA, Federal Unemployment Tax, State Unemployment Tax, and Worker's Compensation Tax, based on the currently prevailing rates. (5) Enrollments in VTR activities are contingent upon availability of funds. 15.2 CONTRACTOR and ADMINISTRATOR may agree, subject to advance wr`tten notice, to add, delete, or otherwise modify line items and /or amounts and /or the number and type of FTE positions without changing COUNTY's maximum obligation as stated in Subparagraph 19.1 of this Agreement or reducing the level of service to be provided by CONTRACTOR. Further, in accordance with Subparagraph 42.3 of this Agreement, in the event ADMINISTRATOR reduces the maximum obligation as stated in Subparagraph 19.1, CONTRACTOR and ADMINISTRATOR may mutually agree in writing to proportionately reduce the service goals as set forth in this Exhibit A to this Agreement. 16. STAFF CONTRACTOR shall employ staff with experience in placing Participants with a limited English vocabulary in an environment that facilitates the development of the English language. CONTRACTOR's staff shall be able to read, write, speak, and understand English. CONTRACTOR shall provide bilingual staff to serve Participants who speak Spanish or Vietnamese. The ratio of bilingual staff shall be consistent with and proportional to the target population, as determined by ADMINISTRATOR. In addition, CONTRACTOR shall be required to provide translation services for all other languages as needed to ensure all Participants are provided services in the language they speak. CONTRACTOR shall comply with all COUNTY, State, and Federal regulations regarding Limited English Proficiency (LEP). LEP regulations affect anyone who participates in a Federally funded program, and who has English as h-s or her second language and is limited in his or her English language proficiency. (WRR0415) Page 17 of 25 (April 7, 2015) 25C -58 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 16.1 Staff Train! 16.1.1 CONTRACTOR's staff directly serving Participants, or supervising those who do, shall be thoroughly familiar with the WTW service delivery model contained in the current Orange County CalWORKs Plan, incorporated herein by reference; COUNTY policies and related instructions; COUNTY data systems, including service delivery and payment systems; welfare fraud and child abuse /elder abuse reporting requirements; the State Hea ^ing process; and Civil Rights compliance requirements. 16.1.2 COUNTY will provide relevant program policies and operational procedures to CONTRACTOR during start -up, and subsequently as these materials are revised or new policies are developed. 16.1.3 COUNTY will provide initial training to a limited number of CONTRACTOR staff with respect to CalWORKs WTW regulations and COUNTY policies and procedures. CONTRACTOR shall conduct subsequent training(s) and refresher training yearly. COUNTY will provide technical information to CONTRACTOR on these requirements, but it will be CONTRACTOR's sole responsibility to ensure that CONTRACTOR's staff understand and correctly implement the requirements cited when providing WTW services. 16.1.4 CONTRACTOR shall be required to attend training(s) and /or meetings that COUNTY determines to be mandatory, and provide CONTRACTOR staff with ongoing training and assistance to ensure that contract deliverables are met. 16.1.5 CONTRACTOR shall ensure that CONTRACTOR's staff rece-ves training in understanding the cultural differences among groups of Participants, and recognizes and effectively intervenes to overcome any language and /or cultural barriers to employment. 16.1.6 CONTRACTOR shall maintain a log of in -house training activities and Participants. This log shall be made available to COUNTY upon (WRR0415) Page 18 of 25 25C -59 (April 7, 2015) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 request. 16.2 Staff Duties and Qualifications: CONTRACTOR shall provide the following described staff positions: 16.2.1 Workforce Specialist II (SA WIB CM) Duties: 16.2.1.1 Determines applicant eligibility for workforce development programs, manages a caseload, advises Participants of career and training opportunities, develops Participants' employment plan, anc is responsible for Participant outcomes. 16.2.1.2 Oversees Participant job search activities and program enrollments, identifies and develops job opportunities appropriate to Participants, and uses a computer to track Participant progress. 16.2.1.3 Markets services to employers and to job - seekers, conducts employment /job sector workshops, gives presentations and prepares informational materials, and maintains contacts within the business community to provide employers with qualified candidates. 16.2.1.4 Monitors employment rate /employee retention rate and customer satisfaction rate and develops plans for improvement. 16.2.1.5 Monitors eligibility and program files to ensure compliance with Federal and State regulations, including WTW regulations; performs site visits, and maintains details records and writes reports. 16.2.1.6 Collects and compiles data to generate detailed technical reports, writes articles, and prepares publications regarding the WIB to the public. 16.2.1.7 Organizes and implements WIB sponsored events, participates as a team player, and applies principles of Total Quality Service in all activities. (WRR0415) Page 19 of 25 (April 7, 2015) 25C -60 1 2 3 4 5 6 7 8 9 lO 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Qualifications: 16.2.1.8 A minimum one (1) year of progressively responsible workforce development program experience, or any combination of college level coursework in psychology, sociology, counseling, human services, business administration, accounting, public administration, workforce development program experience equivalent to (1) year which provides the desirable knowledge, skills, and abilities. 16.2.1.9 Knowledge of Federal and State regulations pertaining to workforce development programs, interviewing techniques and methods of determining program eligibility; employment market: agencies providing resources; methods of case management, data collections, and monitoring. 16.2.1.10 Ability to understand, interpret, and implement Federal and State regulations; organize and effectively manage a heavy and varied caseload to meet program performance standards; coordinate and conduct meetings; make public presentations; communicate clearly and concisely; and keep detailed and accurate records. 16.2.2 Economic Development Specialist III Duties: 16.2.2.1 Directs, coordinates, monitors and evaluates economic development programs. 16.2.2.2 Conducts economic research, analyses, market feasibility studies concerning the CONTRACTOR's business base and other related research. 16.2.2.3 Analyzes financial requirement of businesses interested in financial assistance and designs and implements a business retention program. 16.2.2.4 Prepares applications for grants and oversees (WRR0415) Page 20 of 25 (April 7, 2015) 25C -61 1 2 3 4 5 6 7 8 9 to 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 approved grant programs. 16.2.2.5 Plans and directs marketing efforts, including media relations, print materials and advertising. 16.2.2.6 Plans and implements programs to encourage mport /export trade. 16.2.2.7 Establishes and maintains communications and coordinates activities with organizations to promote and facilitate economic development. 16.2.2.8 Coordinates the Division budget and supervises subordinate -level employees. Qualifications: 16.2.3 A minimum of three (3) years of progressively responsible experience in local government or private economic development programs, one year of which must be as program manager or project leader, or a Bachelor's degree from an accredited college or university with specialization in economics, business or public administration, commercial finance may be used, or any combination of education in economics, business or public administration, commercial finance, training and experience equivalen- to three (3) years experience which provide the knowledge, skills and abilities of the job. 16.2.4 Sr. Management Analyst Duties: 16.2.4.1 Performs responsible and professional staff work to ensure efficient and effective internal operations of administrative and management systems in a large division is achieved. 16.2.4.2 Performs complex studies, research and ana ysis relative to programs. 16.2.4.3 Conducts studies of operations, services and (wRRo415) Page 21 of 25 (April 7, 2015) 25C -62 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 program activities and writes reports and recommendations based on analysis of collected data. 16.2.4.4 Prepares and monitors department budget, revenues and expenditures, makes revenue projections, performs cost - benefits analyses and acts as liaison between division and Finance. 16.2.4.5 Prepares grant applications and monitors grant - funded programs and contracts. 16.2.4.6 Assists with management and supervision of special departmental projects, programs and core functions. 16.2.4.7 Coordinates and facilitates personnel related activities. 16.2.4.8 Develops and revises written procedures to clarify, describe, or create department standares and policies. 16.2.4.9 Reviews legislation related to departmental activities and determines effect on departmental operations. 16.2.4.10 Attends and participates in meetings, makes presentation to CONTRACTOR staff and the public, implements utilization of information systems, and supervises staff. Qualifications: 16.2.4.11 A minimum of three (3) years experience of increasingly complex and responsible governmental administrative staff experience and education equivalent to graduation from a four year accredited college or university with specialization in political science, business or public administration; supervisory and /or program /project management experience; or any combination of education, training and experience equivalent to three (3) years experience which provide the knowledge, skills and abilities of the job. (WRR0415) Page 22 of 25 25C -63 (April 7, no 15) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 16.2.5 Senior Accounting Assistant Duties: 16.2.5.1 Prepares and maintains financial and accounting records by gathering, assembling, tabulating, comparing, verifying, and posting financial and statistical data. 16.2.5.2 Prepares or verifies and processes bills, invoices, and simila^ documents. 16.2.5.3 Posts and balances cash books, ledgers, subsidiary journals, and other financial and accounting records. 16.2.5.4 Reconciles accounts to general ledgers and prepares routing reports and statements. 16.2.5.5 Analyzes and prepares reports of encumbrances and expenditures for department programs. 16.2.5.6 Performs cost research and cost recovery analysis. 16.2.5.7 Receives money and maintains records of receipts, files of invoices and other financial transaction documents. Qualifications: 16.2.5.8 A minimum of two (2) years of experience performing responsible accounting, financial, statistical or other specialized office clerical work supplemented by courses it accounting, finance, business, office practices, or related coursework: or a combination of two (2) years of training and experience, or courses in accounting, finance, business and office practices which provides the knowledge, skills and abilities in accounting methods and government budgeting. 16.2.5.9 Knowledge of bookkeeping principles and practices, fund accounting and governmental accounting methods. 16.2.5.10 Ability to keep bookkeeping accounts and prepare (WRR0415) Page 23 of 25 (April 7, 2015) 25C -64 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 financial statements and make arithmetic calculations. 16.2.6 Accountant II Duties: 16.2.6.1 Performs journey -level professional accounting and fiscal work in the field of governmental accounting. 16.2.6.2 Sets up and maintains special ledgers and other accounting records. 16.2.6.3 Audits and analyzes weekly and monthly expenditures of CONTRACTOR's programs and activities and consolidates into periodic budget status reports. Qualifications: 16.2.6.4 A minimum of two (2) years of responsible professional accounting experience and education equivalent to graduation from a four year accredited college or university with specialization in accounting, business administration or economics. 16.2.6.5 Ability to apply professional accounting principles. 16.2.6.6 Ability to prepare complete and accurate reports. 16.2.6.7 Be able to perform detail work involving written or numeric data and to make arithmetic calculations rapidly and accurately. 16.2.7 Accounting Assistant Duties: 16.2.7.1 Performs a variety of routine clerical work involved in receiving, distributing and maintaining financial and statistical records, receiving and disbursing cash. 16.2.7.2 Gathers, assembles, tabulates, checks, and posts financial and statistical data. (WRR0415) Page 24 of 25 (April 7. 2015) 25C -65 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 16.2.7.3 Maintains simple accounts, posting entries from supporting documents and records, including verifications of invoices with supporting documents. 16.2.7.4 Accepts payments and fees as well as ensures prompt payment for CONTRACTOR's purchases. Qualifications: 16.2.7.5 High School diploma, GED, or equivalent certification, and experience in performing financial, statistical or other clerical work. 16.2.7.6 Knowledge of modern office practices and procedures. 16.2.7.7 Knowledge of methods of handling, receipting, and maintaining records of money received. 16.2.7.8 Skill in making arithmetic computations; fi-ing; maintaining office records; the operation of office equipment, including ten - key adding machines, calculators, and personal computers. (WRR0415) Page 25 of 25 (April 7, 2015) 25C -66 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: MAY 5, 2015 TITLE: APPROVED AGREEMENT AMENDMENT WITH ❑ As Recommended CIT COM FOR TECHNOLOGY ❑ El Amended O Or 1st Reading rdinance on CONSULTING SERVICES RELATED ❑ Ordinance on 2nd Reading TO THE POLICE DEPARTMENT'S ❑ Implementing Resolution INTEGRATED SOFTWARE SYSTEM ❑ Set Public Hearing For (STRATEGIC PLAN NO. 1, 2A) CONTINUED TO FILE NUMBER CITY 2NAGER RECOMMENCED ACTION Authorize the City Manager and Clerk of the Council to execute an agreement amendment with Cit Com, Inc. for consulting services in an amount not to exceed $40,600, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On June 1, 2012, the City entered into an agreement with Cit Com, Inc. to provide consulting services for the selection and procurement of a new integrated Computer Aided Dispatch (CAD) / Records Management System (RMS) in an amount not to exceed $25,000. On November 18, 2013, Council approved an amendment to the agreement expanding the scope of services to include an Information Technology staffing study for the Police Department as well as additional consulting hours for the integrated CAD /RMS project, thereby raising the maximum amount of the agreement to $61,700. The Santa Ana Police Department wishes to amend the agreement, raising the maximum amount by $40,600, for a total not to exceed agreement amount of $102,300. After completing an exhaustive comparative analysis, the Police Department has selected TriTech Software Systems as its preferred vendor for its new CAD /RMS solution. Having selected TriTech, the Police Department will have Cit Com complete a comprehensive Fit and Gap analysis, comparing the Department's specific needs with the now known offerings by TriTech. This will enable the Police Department to negotiate a complete and accurate contract with TriTech for the specific services it will need. This service will also include change management recommendations for the Police Department related to its needs and the new system's capabilities. Finally, this amendment will provide sufficient service hours for Cit Com to utilize their experience in CAD /RMS contract development to the City's benefit during the upcoming agreement negotiation process with TriTech. 2513-1 Cit Com Agreement Amendment May 5, 2015 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 Community Safety, Objective #2 (Broaden communications, information sharing, and community awareness of public safety activities), Strategy A (Purchase and implement a new integrated software system for the Police Department to improve productivity and increase efficiencies and transparency). FISCAL IMPACT Funds for this agreement are available in Police Department's Information Services contract services account (no. 01114425 - 62300). Carlos Rojas Chief of Police Santa Ana Police Department Exhibit: Agreement APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez Executive Director c Finance and Mgmt. Services Agency 25D -2 SECOND AMENDMENT TO AGREEMENT FOR PUBLIC SAFE'T'Y CONSULTING SERVICES This SECOND AMENDMENT TO AGREEMENT for Public Safety Consulting Services is entered into this 5th day of May, 2015, by and between Cit Corn, Inc., a Nevada Corporation ( "Cit Corn "), 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 N- 2012 -089 dated June 1, 2012, (hereinafter "said Agreement ") by which Cit Com agreed to provide consulting services for developing a Request for Proposal (RFP) for modernizing the police department's existing computer aided dispatch (CAD), records management system (RMS), mobile system, and associated interfaces (Police Integrated Information Technology System); assist with vendor evaluation and selection; and assist with contract development. B. The parties amended the original agreement on November 18, 2013 Agreement A -2013- 174 to increase the total agreement amount from $25,000 to $61,700 to cover work under the original agreement that had not yet been completed and expand the terms of the original Agreement to allow the consultant to review the police department's current IT staffing and determine if the current staff can implement the Integrated Information Technology System once selected. C. The parties desire to expand the scope of the agreement to allow the consultant to perform a comprehensive Fit and Gap analysis, comparing the City's specific needs with the known offerings of the selected vendor, Tri Tech Software Systems and assist in drafting a workable scope of services with a timeline that is comprehensive and attainable. The parties also desire to increase the total amount of the agreement by an additional $40,600 to pay for the expanded scope of work. NOW, THEREFORE, in consideration of the mutual and respective promises, and subject to all the terns and conditions of said Agreement, except as herein modified, the parties agree as follows; Section 1, SERVICES TO BE PERFORMED, shall be amended to revise subsection 4 to read "Assist with Contract Development, including performing a comprehensive Fit and Gap analysis, comparing the Department's specific needs with the known offerings by Tri Tech Software Systems to enable the City and Police Department to negotiate a complete and accurate contract with Tri Tech for the specific services as outlined in Exhibit "C" attached hereto and incorporated by reference as if incorporated fully herein." 25D -3 2. Section 3, COMPENSATION AND PAYMENT, shall be amended to increase compensation from an amount not to exceed $54,000 by an additional $40,600 for a total amount not to exceed $102,300 to pay for the expanded scope of work. Except as hereinabove modified, 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 the day and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney CITY OF SANTA ANA DAVID CAVAZOS City Manager CIT COM, INC. Laura A. Rossini William Romesburg Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: CARLOSROJAS Police Chief 25D -4 EXHIBIT "C" 25D -5 Cit Corn Services Fit /Gap and Contract Support f'iaas; I: tit atnd Gals Sup11oI't 1 -1: Comparative Analysis interviews (24 hours) Now that SAPID has chosen a vendor (TriTech), it's appropriate to develop a "Fit and Gap' document prior to contract development. Based on the process, SAPID can determine which specific gaps should be closed through business process changes or modifications to the TriTech solution (either configuration changes, or customization). In 2012, our firm assisted with the analysis of the current environment, with a focus on identifying the areas within SAPID that suffer from technology weaknesses. Specifically, we focused on the following: Lack of Integration /Disparate Systems, Redundant Data Entry, Inability to Retrieve Data /Information (including ad hoc reporting challenges), Security Challenges, Interface Barriers, Laser Fiche Limitations, Multiple Standalone Applications, Field Reporting Limitations, and Citation Issuance /Processing Limitations. During the Fit and Gap process, our team would revisit the areas impacted by the preceding topics, with a focus on identifying the following: • TriTech Solutions: Technical and functional options afforded by TriTech's Inform solution. • Opportunities for Improvement: Based on the known TriTech solution, areas where significant opportunities exist for improving the current limitations. • Policy and Procedure Changes: Often times, the introduction of technology can only be leveraged through accompanying policy and procedural changes. • Technical Barriers /Gaps: There may be areas where the TriTech solution cannot be leveraged without closing technical gaps (i.e., infrastructure, hardware, software, interface limitations). • Implementation and Sustainment Resources: Identifying the technical resources (types of positions, quantity, and estimated workload) necessary for a successful implementation and long -term product sustainment. 2: Review TriTech's Solution (16 hours) Cit Com would interview SAPD stakeholders, and TriTech representatives (as necessary) to validate the Business Case assumptions, and develop a list of prioritized gaps. Specifically, we would review TriTech's proposed Inform solution to identify any technical or business objective gaps. 1 -3: Meet with TriTech Representative (S hours) Cit Com would meet with TriTech representative(s) to review the prioritized gaps (seeking to confirm or reject them), and document any previously - unidentified gaps which TriTech may have Cit Corn Services Fit /Gap and Contract Support identified during the evaluation and selection process (independent of the Business Case findings). 1.4: Prepare Comparative Analysis (12 hours) Identify RMS modules that may need to be developed by SAPID IT personnel (i.e., Personnel Management, Background and Training, Select CAD Features, etc.), and consolidate all Phase 1 findings in a Comparative Analysis. Cit Com would triage all identified gaps, and develop closure recommendations for each. Specifically, Cit Com would: • Triage all gaps in a Comparative Analysis to prioritize those which may impact the implementation time, cost, quality, or scope. • Prioritize all gaps identified in the SAPID Business Case. • Review each priority gap with Boris (and anyone else associated with reviewing the gaps). • Review each priority gap with TriTech to identify how their solution could fully, or partially, close each one. a. Review the potential gap closure approach with the SAPID personnel impacted by the gap closure. The employees would be asked to develop a recommended closure for each gap (Close with technology, close with business process change, close with a combination of both; or, accept the gapl). Where applicable, Cit Com will elicit the following: 1. How will SAPD's policies and procedures be impacted by the recommended closure? 1. Cit Com could draft recommended Policy and Procedure language associated with any gap closure, in concert with the standard Lexipol format and content. ii. Which specific individuals are accountable for closing each gap (including technology closures)? 1 Gaps are typically "closed" in one of the following four approaches: 1) Close the Gap with Technology: This option identifies the specific technology modifications, or enhancements, that are necessary to affect change. Beyond literal software applications, this category often includes a training component (when product functionality is resident in the current applications, but is unknown to the end user) as well as an application workaround (using alternative product features to close a gap); 2) Close the Gap with Business Change: This option modifies the existing business practices to conform to the design, and workflow, of the technology; 3) Close the Gap with a Combination, or; 4) Accept the Gap: This least -used option is applied when closure is deemed by the organization to be impractical or untenable. 0 Cit Com Services Fit /Gap and Contract Support iii. Collateral ideas or benefits from employee participants that could positively close, or impact, other gaps. 1 -5: Prepare Write Gap Closure Recommendations (12 hours) Cit Com would prepare a Gap Closure Recommendation, and facilitate a change management meeting (comprised of SAPID decision makers), to discuss each recommendation and obtain formal change management authorization. Following the meeting, Cit Com would prepare a Final Change Management Report, providing the organization with a controlled and proactive approach for changing technology and business practices to address the identifiable business and technical gaps. Phase 2 contract sa.tp{_mj t 2 -1: Prepare baseline Draft Agreernent (16 hours) The initial task would be to prepare a baseline draft agreement for the city attorney and TriTech's contract administrator to review. The contract would be based on the previous contracts we wrote for the city's police and fire departments, infused with our knowledge of TriTech conditions (from both the Santa Ana Fire CAD initiative, as well as the recent BART Police CAD /RMS initiative). 2 -2: Collect (initial) Input frown City Attorney and TriTech (24. hours) We would collect edits from the respective parties, and rebuild the agreement to represent the umbrella agreement for exhibit - development. We envision a full -day meeting with both the City Attorney and TriTech, followed by a day of incorporating changes into a revised baseline. 2 -3a Statement of Work (SOW) /Exhibits Development (16 hours) The umbrella agreement includes several exhibits which govern the actual project activities. The most important exhibit is the Statement of Work. Cit Com would prepare the initial Statement of Work (SOW) which would serve as the blueprint for the implementation. The SOW defines each task involved in the entire project, which includes the following for each application (or technology): • Project Kickoff • Requirements Validation • Hardware Review • Project Schedule Delivery • Hardware Installation • Base Software Installation • Software Tailoring Interface Development and Testing • Geofile Building • Documentation Delivery • Training • Interface Testing • Production Cutover • Functional Testing • Reliability Testing • Performance Testing Product Certification • Refresher Training Cit Com Services Fit /Gap and Contract Support Each task includes a task description, roles and responsibilities of both parties, prerequisites (as required), and completion criteria that are directly linked to the project's payment milestones. In addition to the SOW, Cit Com would also develop the following exhibits: • Comprehensive Training Plan • Software License Agreement • Detailed Project Deliverables • Agreement for Extended Services • Payment Schedule • Warranty Coverage • Project Timeline ! Relevant Subcontracts • Geofile Construction Document • Acceptance Test Plans • Interface Control Document 2 -4: Conduct Contract Negotiation Sessions (64 hours) Cit Com would work with SAPID and TnTech to aid in the development and negotiation of a "best and final" contract in order to obtain the most favorable provisions and stipulations for the city. The most effective means of developing a beneficial agreement is through the use of onsite meetings (held at both city and vendor locations). We've estimated a maximum of eight days of negotiation (which includes teleconferences and gotomeeting sessions for ease of coordination). During the contract development process, Cit Com will incorporated the fit and gap findings which pertain to leveraging contractor -based technical resources during implementation (for configuration, developing modules, solutions, and interfaces on behalf of the department). 2 -5: Develop Final Agreement (48 hours) Cit Com will assemble the complete contract based on the output from the preceding four tasks, producing a final draft agreement for review /amendment by the City Attorney and TriTech's contract administrator. After incorporating final negotiated edits, Cit Com will produce a final agreement for signatures. Cit Corn Services Fit /Gap and Contract Support T USk SUri rnarV and COSt Phase 1 Total 72 Phase 2 Total 168 Combined Total 2.40 Contract Carryover -37 Grand Total 203 Cit Corn continue to honor the 2004 composite rate of $200 /hour (which includes all travel and expenses). With a total of 203 hours, the maximum value Is $40,600. Estimated Task Description Duration Task 1 -1: Comparative analysis Interviews with SAPID personnel (two 24 consultants for two days). Task 1 -2: Review TriTech's Inform solution to identify any technical or 16 business objective gaps. Task 1 -3: Meet with TriTech representatives) to review prioritized gaps, 8 and document any previously - unidentified gaps. Task 1 -4: Consolidate findings in a Comparative Analysis, Task 2 -1: Prepare baseline draft agreement for City Attorney and TriTech. 16 Task 2 -2: Collect input (from City Attorney and TriTech) and revise agreement: 24 Task 2 -3: Develop draft Statement of Work (SOW). 16 Task 2 -4: Conduct eight (8) day -long negotiation sessions with TriTech. 64 Task 2 -5: Develop final agreement. 48 12 Task 1 -5: Prepare written Gap Closure Recommendations. 12 Task 2 -1: Prepare baseline draft agreement for City Attorney and TriTech. 16 Task 2 -2: Collect input (from City Attorney and TriTech) and revise agreement: 24 Task 2 -3: Develop draft Statement of Work (SOW). 16 Task 2 -4: Conduct eight (8) day -long negotiation sessions with TriTech. 64 Task 2 -5: Develop final agreement. 48 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 5, 2015 TITLE: AGREEMENTS WITH ILLUMINATION FOUNDATION AND GOODWILL INDUSTRIES (STRATEGIC PLAN NOS. 2, 2, 4) < A i CITY MANAGER A RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and the Clerk of the Council to execute an agreement in the amount of $30,000 with Illumination Foundation for the term of July 1, 2015 through June 30, 2016, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and the Clerk of the Council to execute an agreement in the amount of $50,000 with Goodwill Industries for the term of July 1, 2015 through June 30, 2016, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION At its regular meeting of April 21, 2015, City Council directed the City Manager to explore alternate funding for two non - profit organizations that applied for Community Development Block Grant (CDBG) funding, but were not recommended by the Community Redevelopment and Housing Commission. Additional general funding for public service programs was identified and $80,000 is available to fund these two additional organizations. Illumination Foundation will be funded at $30,000 to provide crisis prevention and intervention curriculum to give Santa Ana's most at -risk youth a more promising future and create generational change. Goodwill Industries will be funded at $50,000 for a workforce development program to assist Santa Ana residents with the skills to secure employment. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #2 Youth, Education, Recreation, Objective #2 (Focus resources on quality youth engagement, enrichment and education programs through community center, libraries and after - school programs during out -of- school hour), and Objective #4 (Partner with groups and organizations to promote education, senior services, job training and development for all Santa Ana residents). 25E -1 Agmt with Illumination Foundation and Goodwill Industries May 5, 2015 Page 2 FISCAL IMPACT Funding for the program will be budgeted in the Fiscal Year 2015 -2016 general non - departmental expenditure account (no. 01105015- 62300.) APPROVED AS TO FUNDS AND ACCOUNTS: 9.. � Francisco Gutierrez Executive Director Finance and Management Services Agency kr /sv /te /sb Exhibit: 1. Illumination Foundation Agreement 2. Goodwill Industries Agreement 25E -2 CITY OF SANTA ANA DONATION AGREEMENT WITH THE ILLUMINATION FOUNDATION 1. PARTIES AND DATE This Donation Agreement ( "Agreement ") is entered into on May 5, 2015, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City") and The Illumination Foundation, a California non -profit organization ( "Recipient"). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community_ Benefit. The City wishes to provide Recipient with funding to provide crisis prevention and intervention curriculum to give Santa Ana's most at -risk youth a more promising future and create generational change ( "Community Benefit'). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide fimding for such program. 2.2 Public Purpose. The City believes there is a public purpose in supporting the Community Benefit because it will assist City at -risk youth with crisis prevention and intervention assistance. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Punds. The City has chosen to provide Recipient with Thirty Thousand Dollars ($30,000,00) because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement, and set forth in greater detail in Exhibit A ( "Scope of Services "), attached hereto and incorporated herein by reference. Should Recipient fail to use the fwrds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 12 Tenn; Termination of Agreement. This Agreement shall take effect on July 1, 2015 and remain in effect through June 30, 2016. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10 %) per annum. Notwithstanding the foregoing, the indernnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 25E -3 3.3 Insurance. Prior to undertaking performance of work under this Agreement, Recipient shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Recipient shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Recipient's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Recipient, if Recipient 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, Recipient agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Recipient is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Recipient pursuant to this section: (i) Recipient shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Recipient fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Recipient's right to be paid for its time and materials expended prior to notification of termination. Recipient waives the right to receive 2 25E -4 compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient' own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient' obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Records. Recipient shall keep records and invoices in connection with the work to be performed under this Agreement. Recipient shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Recipient under this Agreement, All such records and invoices shall be clearly identifiable. Recipient shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Recipient shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Recipient under this Agreement. 3.7 Conflict Of Interest Clause, Recipient 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. 25E -5 3.8 Independent Contractor. Recipient 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 Recipient performs the services which are the subject matter of this Agreement; however, the services to be provided by Recipient shall be provided in a manner consistent with all applicable standards and regulations governing such services. Recipient 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. 3.9 Assignment. Inasmuch as this Agreement is intended to secure the specialized services of Recipient, Recipient 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 Recipients retained by City. 3.10 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 of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 3.11 Discrimination. Recipient 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. Recipient affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 3.12 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. 3.13 Professional Licenses. Recipient 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. Recipient 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. 4 25E -6 3.14 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.15 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Lisa Storck Assistant City Attorney CITY OF SANTA ANA DAVID CAVAZOS City Manager "RECIPIENT" The Illumination Foundation Name: Title: 25E -7 EXHIBIT A ILLUMINATION FOUNDATION Ross Street Children's Resource Center (CRC) Scope of Services Summary of Services: The Ross Street Children's Resource Center (CEC) will provide proactive crisis prevention and intervention curriculum to give Santa Ana's most at -risk youth a more promising future and create generational change. Program Details: Located in the Willard neighborhood, the mission of the CRC will be executed by providing programs including but not limited to early childhood education, after - school programs, free meal services, individual counseling, art therapy, homework and academic assistance, parenting classes, adolescent mentoring, outdoor recreation, team sports, drama classes, music, speech and language therapy, and basic needs assistance. Services will be provided at the CRC Monday through Friday all day, including out of school hours to engage youth during these prime hours. Services will be provided during the school year, as well as during vacations /breaks to maximize program effectiveness. Having a local CRC will ensure that families who face barriers accessing resources (transportation, are monolinguals, monetary constraints, etc.) can easily access resources in their immediate neighborhood. Most series will be provided in a group classroom setting, with specialized services (e.g. counseling) offered individually. In addition, children and families will connect with qualified case managers, in an effort to foster family growth and connect families to community resources as needed. The case manager will work closely with each family in topics such as housing security, family budgeting, goal setting, workforce development, therapy, and activities that promote family togetherness. Additionally, medical outreach events through the Illumination Foundation's mobile medical clinic will provide residents with easy access to healthcare. Benchmarks: The Ross Street CRC intends to: 1. Serve 250 children and adults by providing childhood enrichment and early childhood programing, parenting classes, life skills classes, therapy and family advocacy; 2, Conduct classroom observation to further build rapport with teachers at Willard Intermediate School and as a means to gain further insight on students' behaviors inside the classroom; 3. Create individualized goals for students to gauge measure personalized growth 4. Implement programs for adults that further promote mobility (ESS classes, education on childhood development for parents); 5. Execute a more robust program for adolescents to provide interviewing for adolescents already engaging in delinquent anti - social behaviors. 25E -8 Leib 01WFAU lV1GLl,/1 DONATION AGREEMENT WITH GOODWILL INDUSTRIES OF ORANGE COUNTY 1. PARTIES AND DATE This Donation Agreement ( "Agreement") is entered into on May 5, 2015, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City ") and Goodwill Industries of Orange County, a California non -profit organization ( "Recipient "). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient in developing and managing a workforce development program to assist Santa Ana residents with the skills to secure employment ( "Community Benefit'). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding for such program. 2.2 Public Purpose. The City believes there is a public purpose in supporting the Community Benefit because it will assist City residents with job skills and employment assistance. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with Fifty Thousand Dollars ($50,000.00) because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement, and set forth in greater detail in Exhibit A ( "Scope of Services ") attached hereto and incorporated herein by reference. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3,2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on duly 1, 2015 and remain in effect through dune 30, 2016. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10 %) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 25E -9 3.3 Insurance. Prior to undertaking performance of work under this Agreement, Recipient shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Recipient shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Recipient's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Recipient, if Recipient 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, Recipient agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Recipient is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Recipient pursuant to this section: (i) Recipient shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Recipient fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Recipient's right to be paid for its time and materials expended prior to notification of termination. Recipient waives the right to receive 25E -10 compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification, Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including,, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses, The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient' own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient' obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Records. Recipient shall keep records and invoices in connection with the work to be performed under this Agreement. Recipient shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Recipient under this Agreement. All such records and invoices shall be clearly identifiable. Recipient shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Recipient shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Recipient under this Agreement. 3.7 Conflict Of Interest Clause. Recipient 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 wider this Agreement. 25E -11 3.8 Independent Contractor. Recipient 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 Recipient performs the services which are the subject matter of this Agreement; however, the services to be provided by Recipient shall be provided in a manner consistent with all applicable standards and regulations governing such services. Recipient 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. 3.9 Assi mg nent. Inasmuch as this Agreement is intended to secure the specialized services of Recipient, Recipient 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 Recipients retained by City. 3.10 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 panties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 3.11 Discrimination. Recipient 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. Recipient affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 3.12 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. 3.13 Professional Licenses. Recipient 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. Recipient 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. !7 25E -12 3.14 Entire Contract /Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. 'The teens and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.15 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney r By: L 4jniy — isa Storek Assistant City Attorney CITY OF SANTA ANA DAVID CAVAZOS City Manager "RECIPIENT" Goodwill Industries of Orange County Name: Title: 25E -13 EXHIBIT A GOODWILL INDUSTRIES OF ORANGE COUNTY Good Jobs Program - Scope of Services Summary of Services: Goodwill's Good Jobs program will assist 50 Santa Ana residents with the skills to secure employment and earn Certification in Office Clerk, Retail or Security. Program Details: The Good Jobs program provides the opportunity for Santa Ana residents who have barriers to employment to gain access to a job - preparation program that has an ultimate goal of job placement and increased family stability for participants. The program consists of: 1. Intake and IEP development — initiation, one on one setting 2. Job Seeking Skills Training — daily and weekly, class setting 3. Financial Wellness Program — weekly, class setting 4. Occupational Skills Training including Certification in Office Clerk, Retail and Security — weekly /12hours: 4 courses at 3 hours each, class setting 5. Job Placement Services — daily, ongoing, group setting 6. Support Services — direct supports such as bus and food vouchers, and referral to community resources for other needs, one on one setting T Retention The target population includes individuals living at or below 200% of Federal Poverty Level, individuals with limited English, limited education, persons with disabilities including mental illness and individuals with other barriers to employment. Upon enrollment, Goodwill Job Developers conduct an intake interview and develop and Individual Employment Plan (IEP) with each participant. The IEP contains time -based and measurable goals that support a pathway to employment. It also identifies needs or barriers (i.e. transportation, language, and clothing). Over the course of 12 months, participants will complete the job - readiness training and subsequently utilize Goodwill's Career Center to conduct job search and to attend additional and optional programs and workshops. Goodwill provides training in multiple languages including Spanish, Vietnamese, Cambodian, Korean and Farsi. Short Term Outcomes: 50 Program participants will: 1. develop resume building skills, and a professional resume 2. develop a financial wellness plan 3. increase their keyboard, MS Word and internet skills 4, transition from unemployment to employment Long Term Outcomes: 20 Program participants will: 1. obtain an office job earning $12 -$14 an hour or higher 2. earn a credential, diploma or degree 25E -14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 5, 2015 TITLE: AGREEMENT WITH SIEMENS INDUSTRY, INC. FOR HVAC AND LIGHTING CONTROL SYSTEMS MAINTENANCE AGREEMENT (STRAT GaG ANN S. 6, 1C; 6, 1G) CITY MAN ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 18' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Siemens Industry, Inc. for HVAC and lighting control systems maintenance agreement for a three -year period with provisions for two one -year term extensions exercisable by the City Manager, in an amount not to exceed $218,942, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION In February 2003, the Public Works Agency entered into an agreement with Siemens Industry, Inc. for several energy management projects. The original agreement contained provisions for an HVAC and lighting control system which supports Building Maintenance's energy efficiency initiatives. The control system integrated multiple building systems regardless of the manufacturer or installer. In the spirit of managing facility utility usage with best management practices, staff recommends execution of an agreement to provide technical support for Siemens proprietary building automation control systems that regulate HVAC equipment and lighting at City Hall, Ross Annex, Ross Annex garage, Main Library, City Yard, and El Salvador Center. Additional funds are included for mechanical repairs of HVAC equipment linked to the Siemens control systems. STRATEGIC PLAN ALIGNMENT Approval of this item supports the city's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard) and Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). 25F -1 Agreement with Siemens Industry, Inc. May 5, 2015 Page 2 FISCAL IMPACT Funds in the amount of $11,930 for the first two months of the agreement are available in the Finance & Management Services Building Maintenance account (07310100- 62300). Subsequent funding will be budgeted at $71,804 in fiscal year 2015 -16, $73,208 in fiscal year 2016 -17 and $62,000 in fiscal year 2017 -18. APPROVED AS TO FUNDS AND ACCCOUNTS: Francisco Gutierrez Z Executive Director Finance and Management Services Agency JA /SV /sp Exhibit: 1. Agreement 25F -2 CONSULTANT AGREEMENT THIS AGREEMENT Is made and entered into this 5th day of May, 2015 by and between Siemens Industry, Inc. ( "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of HVAC and lighting controls technical support end maintenance and related matters. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION 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 $218,942.00 during the term of this Agreement. This amount includes a contingency of up to $25,000 for each year of the Agreement for related HVAC repairs as may be performed by Consultant at the sole discretion of City. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures, Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on April 30, 2018, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended for two (2) additional one -year terms upon a writing executed by the City Manager and the City Attorney, at a cost to be mutually agreed upon by the parties. 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. 1 25F -3 5. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, Including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a, Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall Include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal Injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and non - contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. Consultant shall supply City with a fully executed additional insured endorsement upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles, C. Worker's Compensation Insurance. In accordance with the provisions of California state law, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: 2 25F -4 (1) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed In any other material aspect without thirty (30) days prior written notice to the City. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. 3 25F -5 Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential Information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: and Francisco Guttierez Executive Director City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) 4 25F -6 P.O. Box 1988 Santa Ana, California 92702 Fax 714 - 647 -6515 To Consultant: Siemens Industry, Inc. 10775 Business Center Drive Cypress, CA 90630 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may rot assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. _ 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such 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. 5 25F -7 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. -- signature page follows -- 6 25F -8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Q9, Joh ' Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Francisco Gutierrez Executive Director Finance and Management CITY OF SANTA ANA DAVID CAVAZOS City Manager CONSULTANT Siemens Industry, Inc. 0 7 25F -9 EXHIBIT A SCOPE OF SERVICES 25F -10 Advantage Services® Agreement for City of Santa Ana March 24, 2015 25F -11 , 1 ..max 3 i Advantaqe Services Advantage Services Agreement for City of Santa Ana March 24, 2015 Siemens Industry, Inc. 3/24/2015 Page 1 25F -12 Advantage Services Table of Contents Advantage Services .1 Overview 1.1 Executive Summary 1.2 Customer Objectives 1.3 Siemens Capabilities & Commitment to Our Customers 2 Service Solution 2.1 HVAC CONTROL SERVICES — Automation 21 .1 Customer Support Services 2.1.2 Technical Support Services 2.1.3 System Performance Updates & Upgrades 2.2 HVAC CONTROL SERVICES— Pneumatic 2.2.1 Technical Support Services 3 Service Implementation Plan 3.1 HVAC Control Services — Automation And Pneumatic On -site Response Time and Call Windows 3.2 Minimum Scheduled Visits 3.3 Maintained Equipment Table 3.4 Service Team 4 Siemens Industry, Inc. 4.1 Signature Page and Investment By and Between: 4.2 Terms And Conditions Appendix A. Discotmted Labor & A4atenal Pricing Siemens Industry, Inc. 3/24/2015 25F -13 Page 2 1 3 3 3 3 4 4 4 5 5 6 6 7 7 7 8 10 11 11 12 17 Advantage Services 1 Overview 11 Executive Summary The City of Santa Aria has made a significant investment in its facility and its complex technical systems which are critical to the profitability and productivity of your overall business. This proposed service solution, our Service Agreement, will proactively serve to protect that substantial Investment through a program of planned service tasks by our trained technical staff. This Service Agreement has been specifically developed to support the City of Santa Ana's unique facility, and the services provided herein will help you in achieving your facility goals. 1,2 Customer Objectives City of Santa Ana is responsible for delivering a comfortable and consistent environment to its facilities at minimal costs. The city plans to achieve this by keeping its system running efficiently and extend the life of its equipment through a preventive maintenance agreement. 13 Siemens Capabilities & Commitment to Our Customers Siemens Industry, Inc. is the leading single - source provider of cost - effective facility performance solutions for the comfort, life safety, security, energy efficiency and operation of some of the most technically advanced buildings in the world. Siemens is pleased to offer this proposal for technical support services to your facility. For more than 150 years, Siemens has built a culture of long -term commitment to customers through innovation and technology. We are confident that we have the capabilities to meet your critical facility needs today and in the future, and we look forward to the opportunity to serve YOU Siemens Industry, Inc 3/2412016 Page 3 25F -14 Advantage Services 2 Service Solution 21 HVAC CONTROL SERVICES — Automation 2.1.1 Customer Support Services Emergency Online /Phone Response: Monday through Sunday, 24 Hours per Day System and software troubleshooting and diagnostics will be provided remotely to enable faster response to emergency service requests and to reduce the costs and disruptions of downtime. Siemens will provide up to 8 hours per year of online /phone support after that calls will be billable. Siemens will respond within 2 hours, Monday through Sunday, 24 hours per day, Including Holidays, upon receiving notification of an emergency, as determined by your staff and Siemens. Siemens will furnish and install the necessary online service technology to enable us to remotely dial into your system, through a dedicated telephone line that will be provided by the facility. Where remote access is not available to the system, Siemens will provide phone support to your staff to assist in their onsite troubleshooting and diagnosis. If remote diagnostics determine a site visit is required to resolve the problem, a technician can be dispatched. Emergency Onsite Response: Monday through Sunday, 24 Hours per Day Emergency Onsite Response will be provided to reduce the costs and disruptions of downtime when an unexpected problem does occur. Siemens will provide up to 16 hours per year of onsite after that onsite assistance will be billable. Siemens will provide this service between scheduled service calls and respond onsite at your facility within 4 hours for critical emergencies, or within S hours for nomemergency conditions, Monday through Sunday, 24 hours per day, including Holidays, upon receiving notification of an emergency, Critical emergencies, as determined by your staff and Siemens, are failures at a system or panel level that would result In the loss of the operation of an entire section of a building or place the facility at high risk. Non - emergency conditions, as determined by your staff and Siemens, are failures at an individual component level resulting in minimal impact to the overall operation of the facility. Non - emergency conditions, as determined byyour staff and Siemens, may be incorporated into the next scheduled service call, Technology Audit To ensure that your HVAC Control System meets your changing needs, Siemens will reviewyour system, evaluating the current use of your HVAC Control System and what may have been changed or been modified in your daily facility operation that impacts the effectiveness of the system. Siemens will review applicable building control technologies, suggest possible new strategies or technologies that could be implemented to enhance your current system, and consider what changes, enhancements and /or upgrades should be made to facilitate your future plans. In addition, recommendations may be made about adding and /or modifying applications, sensors, points, panels and /or software where needed to improve building operation and performance, Once the review is completed, a written report of the findings and recommendations will be submitted during a scheduled meeting. Siemens Industry, Inc. 3/2412015 Page 4 25F -15 Advantage Services 2.1.2 Technical Support Services Preventive Maintenance We will provide preventive maintenance in accordance with a program of routines as determined by our experience, equipment application and location. The list of field panels and /or devices, included under this service, is identified in the List of Maintained Equipment in this service agreement. Automation controls can drift out of calibration with changes in HVAC component performance characteristics, building use, and climatic conditions. This service will extend equipment life, reduce energy consumption, and reduce the risk of costly and disruptive breakdowns. Data Protection & Data Recovery Services Slemens will perform scheduled database back -ups of your workstation database & graphics and / or field panel databases and provide safe storage of this critical business information. Should a catastrophic event occur, we will respond onsite or online to reload the databases and system files from our stored backup copy, to restore your operation as soon as possible. The equipment to be included as part of this service, is itemized in the List of Maintained Equipment in this service agreement. Software Maintenance Siemens will address any programming errors, failed points, points in alarm, unresolved points or points in operator priority, both at the front end workstation and at the field panel. We will perform this service using onsite visits and / or remote services. Customer Directed Support With Customer Directed Support, Siemens will provide a trained and experienced automation specialist who will work under your direction for up to 16 hours per year. The intent of this service is to offer you labor assistance in completing a special project, or to meet a facility objective. 2.1.3 System Performance Updates & Upgrades Firmware Updates We will provide you with firmware and documentation updates to your existing APOGEE field panels upon development. Onsite training will familiarizeyou with the new features and their associated benefits. These updates deliver the benefits of Siemens Industry, Inc. commitment to compatibility by design; a commitment unique in our industry. Field panels included under this service are itemized in the List of Maintained Equipment. (Upgrades to Field Panel hardware, processors, memory boards, and related hardware are excluded unless specified elsewhere.) Siemens Industry, Inc. 3/24/2015 Page 5 25F -16 Advantage Services Software Support and Updates Siemens will provide you with software and documentation updates to your existing Siemens software as they become available (approximately annually). Included is onslte training to familiarize you with the new features and their associated benefits. These updates deliver the benefits of Siemens Industry, Inc. commitment to compatibility by design, a commitment unique in our industry. Workstations covered under this service are itemized in the List of Maintained Equipment, (Upgrades to PC's and related workstation hardware are excluded unless specified elsewhere.) 2,2 HVAC CONTROL SERVICES — Pneumatic 2.21 Technical Support Services Preventive Maintenance Pneumatic controls can drift out of calibration with changes In mechanical component performance, building use, and climatic conditions. Siemens will provide preventative maintenance in accordance with a program of standard routines that include calibration as determined by our experience, equipment application and location. The equipment included under this service is itemized in the List of Maintained Equipment in this service agreement. Pneumatic Controls Inspection We will Inspect the pneumatic controls in your facility, and will document any portions of the system that are not functioning properly. The equipment Included under this service is itemized in the List of Maintained Equipment in this service agreement. A regular and thorough inspection can help in identifying pneumatic control problems, that when corrected, will extend equipment life, reduce energy consumption, and reduce the risk of costly and disruptive breakdowns. Customer Directed Support With Customer Directed Support, Siemens will provide a mechanic or pipefitterwho will work under your direction for up to 16 hours per year. The Intent of this service is to offer trained and experienced labor assistance in completing a special project, or to meet a facility objective. Specifejob responsibilities, goals, work hours and other associated deliverables of this service are listed in the Appendix section of this service agreement. Siemens Industry, Inc. 3/24/2015 Page 6 25F -17 Advantage Services 3 Service Implementation Plan 3.1 FIVAC Control Services —Automation And Pneumatic On -site Response Time and Call Windows Attribute Feb Emergency Online /Phone Response 2 hours Response time - onsite for critical components 4 hours - labor to appear onsite is covered within this response time coverage* Response time - onsite for non- emergency 8 hours - labor to appear onsite is covered within this response time coverage* Hours of Service 24 x 7 • Response time labor is covered within these hours of service Window for Call Handling 24x7 — Availability to take your call "Labor and material costs for troubleshooting problems and repairing or replacing components are handled separately. These costs can be billable. 3.2 Minimum Scheduled Visits Automation Jan Feb Mar lApr May Jun Jul lAug S:ep 10cl: Nov IDec I i 7 t i i i s x _11 1 Mechanical Siemens Industry, Inc. 3124/2015 Page 7 25F -18 Advantaqe Services 3,3 Maintained Equipment Table SIEMENS Siemens Building Technologies Service Agreement APOGEE ALN MEC 15' Services (Times per year), Preventative Malntenanoa (1) - Software Maintenance (1) APOGEE ALN FLN Controller 1 Services (Times per year): FrWerr tative Mainterrindo (1) APOGEE ALN PXC MODULAR 3 Services (Times per year): - Preventative Maintenance Software Maintenance (1) System Performance Software Support Insight 3.X User 1 es p at and .Updates p U plates, dates Licens e Services (Times per year): Software Update (1 ) System Performance Software Support Insight 3.X 1 Updates and Updates first/single server Services (Times per year): Software Update (1) Control Systems - Data Protection & Insight 3.X 3/U 1 Summary Level Data Recovery on -site Services (Times per year): Data Protection & Recovery Services (2) System Performance Firmware Updates Firmware Flashes Updates 19 Services (Times per year): Firmware Update (1) Siemens Industry, Inc. 3/24/2015 page g 25F -19 Advantage Services APOGEE FLN TEC 168 Services (Times per year). Preventative Maintenance (1) System Level Quick System Level i Valves 25 Estimate Quick Estimate Services (Times per year): Inspection (1) - .Preventative Maintenance (1) Air Compressors & Air Compressors & ! Air comp. 3 HP ` 2 Dryers Dryers Services (Times per year): Inspecton {2) - PreveotatNa Maintenance (q) Air Compressors & Air Compressors & Air Dryer 1 Dryers Dryers Services ( Times per year): Inspeotipn (1) - Preventative Maintenance (1) Air Compressors & 'Air Compressors & Air comp. 2 HP 1 Dryers Dryers Servioos (Tim(§S per year)F Inspection (2)- Prevenfative Maintenanoe (1) Controllers Controllers Receiver Controller Services (Times per year): Inspection (1) - Preventative Maintenanoe (1) Controllers Controllers T -stat ' Room , 60 Single Pressure Services (Times per year). Inspection (1) - Preventative Maintenance (1) Valves & Actuators Valves & Actuators ! Pressure 1 Reducing Valve Services (Times per year): Inspection (1) - Preventative Maintenance (1) Siemens Industry, Inc, 3/24/2015 Page 9 25F -20 Advantage Services 3A Service Team An important benefit of your Service Agreement derives from having the trained service personnel of Siemens Industry, Inc, familiar with your building systems. Our Implementation team of local experts provides thorough, reliable service and scheduling for the support of your system. The following list outlines the service team that will be assigned to the service agreement for your facility. Your Assigned Team of Service Professionals will include; Julie Slick - Sales Account Representative manages the overall strategic service plan based upon your current and future service requirements. Taylor Dinh - Service Account Engineer or Team Deader Is responsible for ensuring that our contractual obligations are delivered, your expectations are being met and you are satisfied with the delivery of our services. Dave Garza - Primary Service Specialist is responsible for performing the ongoing service of your system focused on the building automation. Ernie Infante - Service Mechanic is responsible for performing the ongoing service ofyoursystem focused on the building's mechanical systems. Kurt Feldmann - Service Operations Manager is responsible for managing the delivery of your entire support program and service requirements. Maria Serrrano - Service Coordinator is responsible for scheduling your planned maintenance visits, and handling your emergency situations by taking the appropriate action. Michael Reinig -Service Administrator is responsible for all service invoicing including both service agreement and service projects. Siemens Industry, Inc. 3/24/2015 Page 10 25F -21 Advantaqe Services 4 Siemens Industry, Inc. 4.1 Signature Page and Investment By and Between; Siemens Industry, Inc, City of Santa Ana 10775 Business Center Drive 20 Civic Center Plaza Cypress, CA 90630 Santa Ana, CA 92701 Services shall be provided at 20 Civic Center Plaza, Santa Ana, CA 92701. Siemens Industry, Inc. shall provide the services as outlined in the attached proposal dated 03/24/2015 and the attached terms and conditions. Duration: This agreement shall remain in effect for an Initial Term of 3 Years beginning 05/01/2015 and from year to year thereafter. Investments: Year 1 05/01/2015 to 04J30/201 6 $46,570 annually paid $46,570 annually In advance Year 2 05/01/2016 to 04130/2017 $47,970 annually paid $47,970 annually In advance Year 3 05/01/2017 to 0413 0/2 01 8 $49,400 annually paid $49,400 annually In advance Applicable sales taxes are not included in the price of this proposal. Prices quoted in this proposal are firm for 30 d ays. Proposal accepted by: Proposal submitted by: John Aguilar Julie Slick Facilities Maintenance Sales Rep City of Santa Ana Siemens Industry, Inc, Signature Date Signature Date Or ❑ Customer purchase order included as an attachment to this agreement and will be referenced on invoices. ❑ Customer purchase order not required. Invoices will be approved and processed with signature of authorized customer representative. Dan Holmes Area Sales Manger Signature Date The Customer acknowledges that when approved by the Customer and accepted by Siemens Industry, Inc.: (1) the Proposal and the Contract Terms and Conditions, (together with any other documents Incorporated Into the Forgoing) shall constitute the entire agreement of the parties with respect to Its subject matter (collectively, hereinafter referred to as the "Agreement ") and pl) In the event of any conflict between the terms and conditions of the Proposal and the terms and conditions of The Contract Terrns and Conditions, the Contract Terms and Conditions shall control. BY EXECUTION HEREOF, THE SIGNER CERTIFIES THAT (S)HE HAS READ ALL OF THE TERMS AND CONDITIONS AND DOCUMENTS, THAT SIEMENS INDUSTRY, INC. OR ITS REPRESENTATIVES HAVE MADE NO AGREEMENTS OR REPRESENTATIONS EXCEPT AS SET FORTH THEREIN, AND THAT (S)HE IS DULY AUTHORIZED TO EXECUTE THE SIGNATURE PAGE ON BEHALF OF THE CUSTOMER. Siemens Industry, Inc. 3/24/2015 Page 11 25F -22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 5, 2015 TITLE: LEASE AGREEMENT WITH AUTOZONE FOR PROPERTY AT 1101 S. BRISTOL STREET {STRATEGIC PLAN NO. 3} !�Q-= Z,4 CI Y MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: :5.00 97 ❑ 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 a lease agreement with AutoZone West LLC, for a site located at 1101 S. Bristol Street, Santa Ana, CA, subject to non - substantive changes approved by the City Manager and City Attorney, for a five year period, starting May 1, 2015 with provisions for three five -year periods, for a total of 20 years, exercisable by the City Manager and City Attorney. This lease will generate $132,000 annually for the first lease term and each subsequent lease option increases five percent respectively. DISCUSSION The City of Santa Ana acquired the property at 1101 S. Bristol Street as part of the Bristol Street Improvement and Widening project in 1994. At that time the property had an existing tenant, Chief Auto Parts, which was subsequently acquired by AutoZone. The City has been collecting rent from the tenant since acquisition for their use of the real property. The original lease agreement terms between the prior landowner (Jerome Esterkin) and Chief Auto Parts, have been in effect since the City acquired the property. The current lease term is set to expire in September 2015. AutoZone has expressed an interest in remaining at the site and requested an extension of the lease. While evaluating their request, staff reviewed the original terms of the lease to protect the City's interest moving forward. In order to provide a staff recommended lease amendment, it would have required numerous changes to the original lease executed in 1992. Rather than developing a complicated amendment or series of amendments, AutoZone and staff agreed that a new lease would be in the best interest of both parties. The following represents the terms of the agreement: • 5 years starting May 1, 2015: $11,000.00 per month ($132,000 annualized) • First 5 year extension period: $12,100.00 per month ($145,200 annualized) 0 Second 5 year extension period: $13,310.00 per month ($159,720 annualized) 0 Third 5 year extension period: $14,641.00 per month ($175,692 annualized) 25G -1 Lease Agreement to Autozone for Property 1101 S. Bristol Street May 5, 2015 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #3 Economic Development: the City of Santa Ana will work aggressively to encourage businesses to locate and invest in our community, providing good jobs, reducing unemployment and bolstering our City's tax base. FISCAL IMPACT This lease agreement will recognize $132,000 for each year of the first term period and adjusted accordingly for each extension period as outlined in the lease agreement into the Bristol Street revenue account (no. 05917002), and appropriate same to expenditure account (no. 05917660). Attachment 1- Freestanding Lease Attachment 2- Short Form Lease APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director, Finance & Mgt. Svcs. 25G -2 AutoZone #5538 FREESTAIMUNG EMIONG LEASE THiS FREESTANDiNG ISMMIR9C LEASE (the "Lease ") is made as of April 21, 2015, by and between The City of Santa Ana, a MunicipM Corporation ( "Landlord "), and AutoZone West LLC, a Nevada limited iiabil company ( "Tenant "). ACCEPTANCE / EFFECME DATE: If this Lease is not accepted by Landlord by Landlord's duly executing three (3) fully- executed originals of this Lease, and returned to Tenant on or before April 25, 2015, then this written offer to Lease shall be, at the sole option of Tenant, terminated and cancelled in all respects, and neither party shall have any liability to the other. This Lease shall be deemed fully executed on the last date all necessary signatures and /or initials of all parties have been obtained. The submission of this Lease for examination does not constitute a reservation or option for the Demised Premises and this Lease becomes effective as a binding agreement only upon Tenant's receipt of a Lease fully executed by all parties hereto. 2. EXHiMTSo The following exhibits are attached hereto and incorporated herein by reference: Exiroibit ° "A" - Legal Description Exhibit "B "° - Site Flan Exhibit "C" - Shod Form Lease 3. NI MSED PREMSES: Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon the terms, covenants and agreements and subject to the conditions set forth herein, that certain premises located on the SEC of Bristol and McFadden, in the City Santa Ana, State of California, consisting of approximately 3,744 square feet of building space and approximately 24,650 square feet of land located in the City of Santa Ana, County of Orange, State of California, being municipally known as 1101 S. Bristol Street, Santa Ana, California, and more palfii,ularly described in Exi ibit "A "° and shown outlined on Exhibit " "C "° together with all improvements now existing (including, without limitation, the building located thereon containing approximately 3,744 square feet of ground floor space) or hereafter erected thereon and all rights, appurtenances, rights, privileges, benefits, rights of way and easements benefiting the Demised Premises thereunto belonging (collectively, the "Demised Premises "). Attachment 1 5638 Freestanding Building Lease 04212015 25G-3 1 4. COMMENCEMENT OF TEG�I@GI. The term of this Lease (the "Term ") shall be for a period of five (5) years, which shall commence on May 1, 2015 (the "Commencement Date ") and and on April 30, 2020, unless sooner terminated or extended as provided herein. 5. LXTfENSiO 9 PERIODS: Landlord hereby grants to Tenant three (3) separate options to extend the Term for three (3) separate consecutive additional periods (the "Extension Periods ") of five (5) years each on the same terms and conditions as set forth in this Lease for the Term other than Rent (as defined herein). Each option shall be automatically exercised by Tenant unless Tenant shall give notice to Landlord at least three (3) months prior to the expiration of the Term or any Extension Period then in effect of Tenant's desire to terminate this Lease, and upon such automatic renewal, the Extension Period shall become part of the Term. 6. RENT: (a) Tenant shall pay to Landlord, as rent ( "Rent "), throughout the Term the monthly sum of Eleven Thousand Dollars ($11,000.00) ($132,000.00 annualized) in advance, on the first day of each calendar month, beginning on the Commencement Date and continuing through the life of the initial Term. All payments of Rent and other sums due to Landlord hereunder shall paid to the order of Landlord or to such other person or entity or at such other place within the continental United States as shall be designated by Landlord. (Landlord shall also accurately complete, sign and deliver to Tenant an IRS Form VV -9. Landlord and Tenant hereby agree that Rent for any Extension Period, if the option for such is exercised by Tenant, shall be as follows: First 5 year Extension Period: $12,100.00 per month ($145,200.00 annualized) Second 5 year Extension Period: $13,310.00 per month ($159,720.00 annualized) Third 5 year Extension Period: $14,641.00 per month ($175,692.00 annualized) 7. LA NDLORD'$ TITLE; (a) Landlord hereby covenants, represents and warrants to Tenant that Landlord has fee simple title to the Demised Premises and has the full right and lawful authority to make this Lease. Notwithstanding anything contained herein to the contrary, if there are any liens, security interests, restrictions, leases, encumbrances, encroachments, laws, ordinances, governmental rules or regulations, title restrictions, zoning, endangered species or any other matters which in fact interfere with Tenant's use of the Demised Premises, then Tenant may terminate this Lease without owing any liability to Landlord Landlord covenants that so long as Tenant is not in monetary default hereunder, Tenant shall have quiet and peaceful possession 5538 Preestand Ing eul l ding Lease 04212016 25G -4 2 and enjoyment of the Demised Premises, the Parking Area (as defined herein), all improvements located thereon and of all easements, rights and appurtenances thereunto belonging, (b) Landlord and Tenant shall execute a short form lease (the "Short Form Lease "), in such form as set forth in Exhibit "C ". 8. INTENMNALLY OOTTED 9. POSSESSM UPON CQMMENCEMENT OF TERM: Upon the Commencement Date, the covenants of Landlord set forth in Section 7(a) shall be in full, force and effect, 9.1 Tenant agrees to deliver to Landlord physical possession of the Demised Premises upon the termination or expiration of this Lease in good condition excepting, however, ordinary wear and tear, damage by fire or any other casualty, or damage from any other cause unless such other cause is solely attributable to the gross negligence of Tenant. 10. ASSIGNMENT AND SUBLETTING, Except for assignments or sublets to parents, affiliates or subsidiaries of Tenant (all of the foregoing shall be deemed a permitted assignment or sublease and shall not require the consent of Landlord), Tenant may not assign this Lease or sublet the Demised Premises or any part thereof without the prior written consent of Landlord, such consent not to be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Tenant may assign or sublet this Lease without: the consent of Landlord if such assignment or subletting is to facilitate the sale by Tenant of all or a portion of Tenant's chain of stores, or if such assignment or subletting is allowed by the preceding sentence or for the continued use of the Demised Premises as an auto parts store. Notwithstanding any subletting or assignment, Tenant shall remain primarily liable for the performance of all the terms and conditions of this Lease. 11. 9NTENTMNALLY LVWTEN 12 HTENMNALLY OWT"TED 6538 Freestanding Building Lease 04812016 25G-5 3 13. TENANT'S REPAIRS, ALTERATIONS AND FIXTURES: Except for reasonable wear and tear, Tenant agrees at Tenant's expense to maintain in good repair the foundation, retaining walls and structural soundness of the building. Tenant agrees to keep the interior and exterior of the building in good repair, including the roof, plumbing, electrical wiring, air conditioning and heating equipment, to maintain the surface of the parking, driveway areas, and the landscaping on the Demised Premises, and to be responsible for all glass. Subject to any contrary provisions hereof, Tenant may make and shall pay for any renovations, alterations and improvements to the Demised Premises (and the building located thereon) as Tenant deems desirable and Tenant agrees that all such alterations and improvements shall be made in a good and workmanlike manner and in such fashion as not to diminish the value of the building, and that no such alterations shall compromise the structural integrity of the Demised Premises. All improvements, additions, alterations, and major repairs shall be in accordance with applicable laws and at Tenant's own expense. Tenant will indemnify and defend Landlord for all liens, claims, or damages caused by remodeling, improvements, additions, alterations, and major repairs. Landlord agrees, when requested by Tenant, to execute and deliver any applications, consents, or other instruments required to permit tenant to do this work or obtain permits for the work. However, is shall be Tenant's duty to keep the Demised Premises free and clear of all liens, claims, and demands for work performed, materials furnished, or operations conducted on the Dernised Premises at the request of Tenant. On surrendering possession of the Demised Premises and the building located thereon to Landlord at the expiration or sooner termination of this Lease or any Extension Period, Tenant shall not be required to restore the same to the condition existing at the commencement of the Term and Landlord agrees to accept the Demised Premises and the building located thereon with all alterations and improvements made by Tenant. (b) Tenant may paint the interior and exterior of the building and may also paint, erect or authori ?e the installation of signs in accordance with applicable laws (which Tenant deems necessary to the operation of its business) on the interior and exterior of the building, and inside of the Demised Premises identifying same as Tenant's store. If approved by applicable law, Tenant may also erect a pylon sign at the adjacent street or streets on the Demised Premises at its expense. Tenant may at any time or from time to time remove such signs or change them to reflect new designs. Tenant may use its standard colors and logo in all signage. Landlord shall not and may not install or maintain, or permit anyone other than Tenant to install or maintain, any signs on any part of the Demised Premises or within the air space above the Demised Premises during the Term or any Extension Period of this Lease. 5538 Freestanding Building Lease 042120/6 25G -6 �t (c) Tenant may install in the building located on the Demised Premises such fixtures (trade or otherwise) and equipment as Tenant deems necessary, advisable or proper, and all of said items shall remain Tenant's property whether or not affixed or attached thereto. Tenant may remove said fixtures and equipment from the Demised Premises at any time and from time to time during the Term or any Extension Period. Landlord shall not mortgage, pledge or encumber said fixtures, equipment or improvements. Tenant shall, within thirty (30) days after expiration of the Term or any Extension Period, repair any damage to the Demised Premises caused by Tenant's removal of any such fixtures or equipment, 14: COMPLIANCE WITH LAWS: Subject to Landlord's obligations hereunder, Tenant shall make and pay for non - structural improvements and alterations to comply with all applicable laws, rules, regulations and ordinances of any and all applicable governmental entities (the "Governmental Laws ") applying to the physical condition of the Demised Premises and the building located thereon and arising from Tenant's conduct of business. TENANT ACKNOWLEDGES THAT THE PREMISES HAS NOT UNDERGONE AN INSPECTION BY A CERTIFIED ACCESS SPECIALIST (GASP). NO REPRESENTATION IS MADE BY LANDLORD AS TO THE PREMISES COMPLIANCE WITH AMERICAN WITH DISABILITY ACT (ADA) RULES OR GUIDELINES OR ACCESSIBILITY PROVISIONS OF THE CALIFORNIA BUILDING CODE. 15, UTILITIES: Tenant agrees to pay for all utilities furnished to the Demised Premises and which are consumed by Tenant, during the Term and any Extension Period. 16. ESTOPPEL CERTIRCA`pES Landlord and Tenant shall, from time to time upon thirty (30) days' request by the other (but not to exceed more than three (3) times in any given calendar year), execute, acknowledge and deliver a statement, dated currently, certifying that this Lease is unmodified and in full, force and effect (or, if there have been modifications, that this Lease is in full effect as modified, and identifying such modifications) and the dates to which the Rent and Additional Rent have been paid, and that no default exists in the observance of this Lease and no event of default has occurred and is continuing, or specifying each such default or event of default of which Landlord or Tenant may have knowledge, it being intended that any such statement may be relied upon by Landlord's or Tenant's Mortgagees, any prospective purchaser of the interest of Landlord or Tenant in their respective premises described herein or any assignee or sublessee of Tenant. 5538 Freestanding Building Lease 04212095 25G -7 5 17, L9ABill INSURANCE: (a) Throughout the Term or any Extension Period, Tenant shall maintain commercial general liability insurance for injury to person (including death) or damage to property occurring within the building arising out of the use and occupancy thereof by Tenant, its licensees, employees, invitees, agents and customers. Such insurance shall be with rrlinimum single limits of Two Million Dollars ($2,000,000.00) for personal injury, death or property damage, and Landlord shall be named as additional insured under the policy. Said insurance may be in the form of a general coverage or floater policy covering these and other premises, provided that Landlord is named an additional insured in said policy. After the Commencement Date, and thereafter upon written request of Landlord, Tenant shall deliver to Landlord a certificate of such insurance naming Landlord as an additional insured. 18. DAMAGE BY CASUALTY: (a) If the building or other improvements on the Demised Premises is damaged or destroyed by fire, the elements, subsidence of sublateral or subjacent support or other casualty, Tenant shall (i) within ninety (90) days begin repairs and (ii) restore the damaged or destroyed improvements to its condition just prior to the damage, within one hundred eighty (180) days, or Tenant may cancel and terminate this Lease. If this Lease is cancelled and terminated as provided in this Section 18(a), Tenant shall reimburse Landlord for all abated rental payments under Subsection (b) below and Tenant agrees to turn over to Landlord all applicable insurance proceeds received as compensation for damages to the Demised Premises to the extent of the actual cost of restoration. (b) If Tenant is not actually open for business during all or any part of the period ( "Restoration Period ") from the date of such damage or destruction as aforesaid until the date the Demised Premises is restored in accordance with the terms of this Lease, all Rent or other sums payable hereunder shall abate for such period as Tenant is not open for business. If Tenant is open for business during the Restoration Period, the Rent and other sums payable hereunder shall abate in proportion to the usable space; provided, however; that if Tenant does not proceed diligently with restoration of the Demised Premises, all Rent and other sums payable hereunder shall not abate. (c) Tenant agrees to keep in effect on the Demised Premises and to provide Tenant proof of fire insurance with extended coverage endorsement on the improvements to the Demised Premises of the full replacement value of the buildings and improvements thereon. 508 Freestanding Building Lease 042120.15 25G-8 6 (d) If any such damage or destruction shall occur within the last two (2) years of the Term, or any Extension Period, affecting more than fifty percent (50 %) of the replacement value of the improvements located on the Demised Premises, Tenant may terminate this Lease without owing any liability to the Landlord by notice to the Landlord within sixty (60) days after the date of such damage or destruction, in which case Tenant agrees to turn over to Landlord all applicable Insurance proceeds received as compensation for damages to the Demised Premises to the extent of actual cost of restoration. If this Lease is terminated as provided in this Section, both parties shall be relieved of any further liabilities hereunder except for obligations accrued at the date of such damage or destruction, and any sums prepaid by Tenant shall be apportioned and appropriately refunded to Tenant. % WAlVER OF SUBROGATION AND HOLD HARMLESS: Landlord and Tenant shall obtain from their respective insurers endorsements whereby the insurers agree to waive any right of subrogation against Landlord or Tenant, as the case may be, in connection with fire or other risks or casualties covered by said insurance. Landlord agrees that it shall make no claim nor authorize any claim to be made against Tenant, its employees, servants or agents in connection with or as a result of fire, explosion or any other casualty damaging the improvements on the Demised Premises Tenant agrees that it shall make no claim nor authorize any claim to be made against Landlord, its employees, servants or agents in connection with or as a result of fire, explosion, or other casualty damaging the contents or fixtures installed in the building on the Demised Premises. 20. EMINENT DOMAIN: (a) If (i) all or part of the Demised Premises, the building located thereon, or (ii) so much of any rights in the Demised Premises or the building located thereon shall be taken or appropriated under any right of eminent domain or under any other legal right whereby the taking authority is obligated to compensate Landlord therefor so that there does not remain (a) Parking Area as shown on Exhibit "B" or other common areas or easements granted to Tenant hereunder, (b) premises suitable in the sole opinion of Tenant for the operation of its business, (c) direct access at grade level to all abutting streets, or (d) such taking involves a taking of the building on the Demised Premises, then Tenant may terminate and cancel this Lease without owing any liability to Landlord as of the date on which the condemning authority takes physical possession upon giving to Landlord written notice of such election. Landlord agrees immediately within ten (10) days after any notice of intended or actual taking or appropriation to give Tenant written notice thereof, providing to Tenant full details of 6638 Freestanding Building Lease 04212016 25G-9 7 such taking or appropriation, including, without limitation copies of all condemnation plans or surveys submitted by the condemning authority, a statement of the nature of the project to be conducted by the condemning authority, and such other information as might be necessary to enable Tenant to determine its future course of conduct. (b) If this Lease shall be terminated and canceled as a result of any taking or appropriation, Tenant shall be released from any further liability and Rent and other sums for the last month of Tenant's occupancy shell be prorated and Landlord shall immediately refund to Tenant any sums paid in advance. (c) Tenant reserves unto itself the right to prosecute Tenant's claim for an award for damages for the termination of this Lease caused by such appropriation or taking, together with damages based on the value of Tenant's improvements and Tenant's fixtures and other personal property erected or installed on the Demised Premises and damages Tenant may sustain to the interest in the business operated by Tenant on the Demised Premises, including, but not limited to, goodwill, patronage, and the removal, relocation, and replacement costs and expenses caused by such appropriation or taking, and Tenant may file such claims as are permitted by law for the loss of its leasehold Interest, business dislocation damages, moving expense, or other damages caused by such taking or appropriation. 'Tenant's right to receive compensation or damages for its fixtures or its personal property shall not be affected in any manner by this Lease. (d) If this Lease is not terminated and canceled because of any such taking or appropriation, Tenant shall within ninety (90) days begin to resiore the improvements to the Demised Premises to a condition as nearly comparable as practicable to the condition existing just before such taking or appropriation. Restoration shall be completed within one hundred eighty (180) days. If Tenant is not actually open for business during all or any pail of the period from the date of such taking or appropriation until the date the Demised Premises is restored in accordance with the terms of this Lease ( "Rebuilding Period "), all Rent or other sums payable hereunder shall abate for such period as Tenant is not open for business. If Tenant is actually open for business during the Rebuilding Period, Rent and Additional Rent shall abate proportionately for the usable area. After such restoration, Rent and Additional Rent shall be reduced in the ratio that the total floor area of the building on the Demised Premises taken or appropriated bears to the total -floor area of the building on the Dernised Premises before such taking or appropriation. 21. INTENTIONALLY OMITTED 5538 Freestanding Building Loose 04212015 25G-10 8 22. INTENTIONALLY OMITTED 23. UENS Tenant shall promptly remove and discharge, at its cost and expense, all mechanic's liens, or other liens, for labor performed or materials furnished with respect to the Demised Premises by or for Tenant. 24. PARKING AREA: (a) All those portions of the Demised Premises shown on Exhibit °°E°° which are not presently occupied by buildings and any enlargement thereof shall be reserved for the exclusive use by Tenant and Tenant's agents, employees, customers and invitees for parking and access to the public streets and highways as shown on Exhibit °°E°° (the "Parking Area"), Tenant agrees at its own expense to maintain throughout the Term the Parking Area located on the Demised Premises. (b) Throughout the Term and any Extension Period, the Parking Area shall be as shown on Exhibit °°R°° If at any time during the Term, such Parking Area shall be reduced below the total area above set forth by reason of a taking or appropriation under any power of eminent domain or by damage or destruction, and if Tenant does not terminate this Lease as permitted in Section 20, then (dent and Additional Rent shall abate in the same proportion as the reduction of the Parking Area so taken bears to the total Parking Area set forth above. 25. INTENTIONALLY OM17TEKD 26. TRANSFER OF TITLE: If there shall be any change in or transfer of title in or to the Demised Premises or any part thereof, Tenant shall continue to make all payments to landlord, without owing any liability to any other party whatsoever, unless notified in writing by Landlord of such change in title which shall accompany satisfactory proof and given at least ten (10) days before the next such payment is due. Thereafter, Tenant shall submit such payment to the party properly entitled to receive it, without owing any liability to any other party. Landlord agrees to deliver to Tenant an agreement signed by any panty or parties who may purchase or succeed to all or any part of Landlord's interest in the Demised Premises, which agreernent shall formally recognize the obligations of such party or parties as purchasers front and successors to Landlord and the assumption by such party or parties of all of Landlord's obligations, responsibilities and duties hereunder. 5539 Freestanding Building Lease 04212015 25G-1 1 9 27. TENANT'S DEFAULT: (a) If Tenant shall default in payment of Rent, when due, or in maintaining any insurance required to be carried by Tenant under the Lease, Landlord shall forward written notice, pursuant to Section 30, of such default to Tenant, and the failure of Tenant to cure such default within twenty (20) days after the date of receipt of such notice shall, at the option of Landlord, cause the termiration of this Lease. (b) If Tenant shall default in the performance of any other terms or provisions of this Lease, and if Landlord shall give to Tenant written notice, pursuant to Section 30, of such default, and if Tenant shall fail to cure such default within sixty (60) days after receipt of such notice, or if the default is of such a character as to require more than sixty (60) days to cure, then, if Tenant shall fail to use reasonable diligence in curing such default, Landlord may cure such default for the account of and at the cost and expense of Tenant, and the reasonable sums so expended by Landlord shall be deemed to be Additional Rent and on demand shall be paid by Tenant on the day when Rent shall next become due and payable. In no event, however, shall any default under the terms of this Section 27(b) be the basis of a forfeiture of this Lease or otherwise result in the eviction of Tenant or the termination of this Lease unless Tenant fails to satisfy a judgment rendered by a court of competent jurisdiction. 28. VRESPONSIMLITYOF LANDLORD: If Landlord fails to pay any installment of taxes or assessments or any interest, principal, costs or other charges upon any mortgage or mortgages or other liens and encumbrances affecting the Demised Premises or the improvements thereon when any of the same become due, or if Landlord Pails to do or complete any work required of it under any of the provisions of this Lease, or if Landlord fails to perform any covenant or agreement affecting the Demised Premises or contained in this Lease on the part of Landlord to be performed or, Tenant, after the continuance of any such failure or default for thirty (30) days after written notice thereof is given by Tenant to Landlord, may elect to pay said taxes, assessments, interest, principal, costs and other charges or cure such defaults on behalf of and at the expense of Landlord and do all necessary work and make all necessary payments in connection therewith. This shall include, without limitation, the payment of any counsel fees, costs and charges of or in connection with any legal or equitable action which may be brought, and Tenant may further take such other proceedings at law or in equity as Tenant deems necessary, notwithstanding any other remedy provided herein. Tenant may proceed in equity to enjoin any breach by Landlord or by any other party of any provision of this Lease. In addition, nothing shall require Tenant to wait the above timeframes in order to cure a default of Landlord in an 6538 Freestanding Building Lease 04292015 25G -1 IO emergency situation. If any alleged default is of such a nature that it cannot be completely remedied or cured within the thirty (30) day period provided above, then notwithstanding the provisions of this Section to the contrary, Tenant shall not have a right to enforce any of the remedies herein set forth if Landlord shall commence curing such default within such thirty (30) day period and shall proceed with reasonable diligence in good faith to complete the curing thereof. 29. HAZARDOUS_ SUBSTANCES: (a) As used herein, the term "Hazardous Substances" shall mean, without limitation, any substance that is biologically or chemically active or any hazardous, toxic, or dangerous waste, substance (including, but not limited to, lead -based paint, asbestos or petroleum derivative substances), or material defined as such in (or for purposes of) (1) any state, federal or local environmental laws, interpretive letters, regulations, decrees or ordinances, (ii) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, (iii) the Resource Conservation and Recovery Act, (iv) any of the so- called state or local "Super Fund ", "Super Lien" or "Cleanup Lien" laws or (v) any other federal, state or local statute, law, ordinance, code, rule, interpretive letter, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any such substances or materials or any amendments or successor statutes with respect to any of the foregoing. (b) During the Term of this Lease, Tenant represents and warrants that, except for items commonly sold or utilized in Tenant's other auto parts and supply stores (including but not limited to Tenant's customer oil recycling program), no other Hazardous Substances will be stared on the Demised Premises and no Hazardous Substances will be discharged on the Demised Premises by Tenant, Tenant agrees that such representations and warranties shall survive any termination of this Lease, and Tenant agrees to indemnify and hold harmless Landlord from any and all costs, expenses, claims and damages, including, but not limited to, attorneys' fees and costs of rernediation, arising from Tenant's breach of any of the representations and warranties contained in this Section 29, This indernnification precedes, is concurrent with, and survives this Lease. (c) Landlord shall indemnify, defend and hold Tenant harmless from and against any and all costs, expenses, and damages, including, but not limited to, attorneys' fees and costs of remediation arising out of any claim for loss or damage to property, injuries to or death of persons, any contamination of or adverse effects on the environment or any violation of any environmental 5538 Freestanding Building Lease 04212098 25G-13 11 or other law caused by or resulting from any hazardous waste, Hazardous Substance or any leakage or contamination from underground tanks on or under the Demised Premises and not resulting from Tenant's operations in the Demised Premises. This indemnification precedes, is concurrent with, and survives this Lease. Notwithstanding anything contained herein to the contrary, landlord hereby agrees that under no circumstances whatsoever, by statute or otherwise, shall Tenant be held liable as an owner of any Hazardous Substance as it pertains to this Section 29(c). (d) Furthermore, Landlord represents and warrants to Tenant that Landlord has no actual or constructive Knowledge of: (1) the presence of any Hazardous Substances on, under or within the Demised Premises; (2) any spills, releases, discharges or disposals of Hazardous Substances that have occurred or are presently occurring on or onto the Demised Premises; (3) any spills or disposal of Hazardous Substances that have occurred or are occurring adjacent to the Demised Premises as a result of any construction on or operation and use of the Demised Premises or adjacent property; (4) any failure to comply with all applicable local, state and federal environmental laws, regulations, ordinances, and administrative and judicial orders relating to the generation, recycling, reuse, sale, storage, handling, transport and disposal of any Hazardous Substances on the Demised Premises or adjacent property; or (6) the presence of any underground storage tanks, monitoring wells, water wells or septic tanks now or in the past on the Demised Premises. 30. NOTICE: All notices or demands required or permitted to be given or served pursuant to this Lease shall be deemed to have been given or served only if in writing, postage and /or delivery fees pre -paid and shall be sent by U.S.P.S. Certified Mail, Return Receipt Requested or via an overnight (or 2 -day) delivery service maintaining a record of delivery (e.g. FedEx or UPS), which notices and demands shall be deemed served when delivered (or when delivery is first attempted and refused), and which notices and demands shall be forwarded to the following addresses: T Via overnight (or 2 -stay) dellivery servilce: AutoZone West LLC #5538 -01.01 c/o AutoZone Property MaanagemL nt Dept. 8700 123 South Front St. Memphis, TN 38103 -3618 Vila U.S.P.S. Certilfied Mail: AutoZone West LLG - #5538 -01 -01 c/o AutoZone Property Management Dept. 8700 P.O. Box 2198 Memphis, TN 38101 -2198 6538 Freestanding 13WIding Lease 04212096 25G-14 12 Via overnight (or 2 -day) dMilvary sendce: Vila tf.S.P.S Certifoed bMMI: CRy of Santa Ana City of Santa Ana Attn: City Manager Attn: City Manager 20 Civic Center Plaza 20 Civic Center Plaza Santa Ana, CA 92701 Santa Ana, CA 92701 Such addresses may be changed from time to time by either party by serving notice as above provided. 31. REAL ESTATE TAXES: All real estate and personal property taxes assessed solely against the Demised Premises which accrue during the Term or any Extension Period shall be paid by Tenant prior to delinquency. Any assessments which are payable in installments may be paid in installments or in a lump sum at Tenant's option. Notwithstanding the foregoing, if any assessments are made in order to furnish any improvement, maintenance, repair or replacement that is Landlord's obligation under this Lease, then Landlord, and not Tenant, shall pay the same. Tenant shall have no obligation with respect to taxes occurring or accruing prior to the Commencement Date or after the expiration or termination of this Lease. If the Demised Premises are assessed as part of a larger parcel, Landlord shall pay all taxes on the larger tax parcel prior to delinquency, and Tenant shall reimburse Landlord for Tenant's equitable share of such taxes within thirty (30) days of receipt of billing therefor together with copies of the paid tax receipts and a copy of the tax map showing the tax parcel in which the Demised Premises is included. Tenant's said equitable share shall include all taxes due based upon the assessed value of the improvements to the Demised Premises, and an equitable percentage of the taxes due based on the value of the land included in the larger parcel, which Tenant's said equitable percentage of land value being determined by dividing the area of the Demised Premises by the area of the larger parcel, Landlord and Tenant shall cooperate in reasonable attempts to have the Demised Premises assessed as a separate tax parcel, at Landlord's sole cost and expense. Nothing contained herein shall require Tenant to pay any corporation, franchise, gross receipt, income, estate, gift and inheritance taxes or charges imposed on Rent or other similar taxes, charges or impositions which may be levied or assessed against Landlord, any fee owner or their respective successors in title. 5538 Freestanding Building Lease 04212015 25G -1 5 13 Tenant shall have the right, at its sole cost, to initiate and prosecute any proceedings permitted by law for the purpose of obtaining an abatement of or otherwise contesting the validity or amount of real estate taxes assessed or levied upon the Demised Premises and the building and improvements located thereon. If required by law, Tenant may take such action in the name of Landlord who shall fully cooperate with Tenant to the extent reasonably required by Tenant. Landlord shall not seek or join in any request for a special assessment or an assessment, benefit or improvement district resulting in a special assessment or an assessment or benefit district affecting Tenant or the Demised Premises without either (a) the prior written consent of Tenant or (b) Landlord's written agreement (in form satisfactory to Tenant) that Landlord, and not Tenant, shall be responsible for payment of such special assessments or other assessments applicable to Tenant or the Demised Premises, Without in any way diminishing the prohibition above, if Landlord, unless otherwise required by law, directly or indirectly causes Tenant and/or the Demised Premises to become, or consents to the Demised Premises becoming, a part of any assessment or benefit district, Landlord shall, unless Tenant consents to such district in 'Tenant's discretion, reimburse Tenant for any and all taxes and special assessments levied or assessed against Tenant and /or the Demised Premises by reason thereof within thirty (30) days after Tenant's demand therefor 32. LASE: For the purposes of this Lease, Tenant's proposed initial intended use of the Demised Premises is defined as: (1) the operation therein of a retail store selling automotive parts, supplies and accessories (including but not limited to, Tenant's commercial business which contemplates delivery trucks off - loading /picking up merchandise to /from the Demised Premises and the subsequent delivery to off-site locations to either customers or other retail stores operated by Tenant); and (ii) Landlord further grants Tenant the right to merchandise any products normally sold in Tenant's other auto parts, supply and accessories stores without restriction. Nothing contained herein shall prohibit'I errant from using the Demised Premises for any lawful purpose except for the installation or use of underground storage tanks. Further, nothing contained herein shall be intended to create any obligation on the Tenant to operate any business at the Demisod Premises. If permitted by applicable law, Tenant shall additionally have the right to (i) sell snacks and /or cold drinks; and (ii) conduct seasonal sales on the sidewalks adjoining Tenant's building on the Demised Premises, 6538 Freestanding Building Lease 04212095 25G-16 14 Are (a) Upon request of Tenant, Landlord shall promptly furnish to Tenant Landlord's tax identification number(s) so that Tenant may report the payments made by Tenant to Landlord ,under this Lease as required by applicable governmental authorities. (b) This Lease (and the documents referred to herein) constitutes the entire agreement between the parties pertaining to the subject matter contained herein and supersedes any and all prior and contemporaneous agreements, representations and understandings, oral or otherwise, between or among the parties with respect to the matters contained herein. (c) This Lease shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, legatees, distributes, legal representatives, successors and assigns. (d) This Lease shall not be modified, amended or supplemented, in whole or part, without the prior written consent of all parties hereto. Each and every waiver of any covenant, representation, warranty or any other provision hereof must be in writing and signed by each party whose interests are adversely affected by such waiver. No waiver granted in any one instance shall be construed as a continuing waiver applicable in any other instance. (e) If any legal action or other proceeding is brought for the enforcement hereof, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions hereof, the successful or prevailing party or parties shall be entitled to recover attorneys' fees, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), Incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. (f) The parties hereby agree that each party and its attorneys have reviewed and revised this Lease and that the normal rule of construotion, to the effect that any ambiguities are resolved against the drafting party, shall not be employed in the interpretation of this Lease and no other rule of strict construction shall be used against any party. All exhibits and schedules attached or to be attached hereto, and all other agreements and instruments referred to herein, are hereby incorporated herein by reference, as fully as if copied herein verbatim. 5538 Freestanding Building Lease 04212015 25G-17 15 (g) This Lease shall be governed by the internal laws of the State of California without regard to and excluding its principles of conflicts of laws. (h) The parties further agree that upon request, they shall do such further acts and deeds, and shall execute, acknowledge, deliver and record such other documents and instruments, as may be reasonably necessary from time to time to evidence, confirm or carry out the intent and purposes of this Lease, (i) Unless the context in which used clearly requires another construction, throughout this Lease, the masculine gender shall be deemed to include the neuter of feminine or both, the neuter gender shall include the masculine or both, and the singular of terms shall include the plural and vice versa. The section headings are for convenience only and shall not affect the construction hereof 0) If any one or more of the provisions hereof shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity or enforceability of any other provision hereof, which shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The parties intend that if any provision hereof is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. (k) Time is of the essence in the performance of each party's respective obligations. (1) This Lease may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which 'taken together shall constitute one in the same instrument, and it shall not be necessary that any single counterpart bear the signatures of all parties. (m) Unless expressly stated to be exclusive, no remedy conferred herein shall be deemed to be exclusive of any other remedy conferred herein or any other remedy now or hereafter available at law or equity. All remedies conferred herein, and all remedies now or 6638 Freestanding Building I-Oaae 04212015 25G-18 16 hereafter available at law or equity, shall be deemed to be cumulative and not alternative, and may be enforced concurrently or successively. (n) All provisions of this Lease shall be construed as covenants and agreements where used in each separate provision hereof and shall bind and enure to the benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns. (o) All periods of time shall include Saturdays, Sundays and legal holidays; provided that, if the last day to perform any act or give notice falls on a Saturday, Sunday or legal holiday, then such act or notice shall be timely performed if given on the next succeeding business day. (p) Any holding over by Tenant of the Demised Premises after the expiration or termination of this Lease shall operate and be construed as a tenancy from month to month on all terms of this Lease, terminable by either party upon thirty (30) days prior written notice to the other. (q) Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association between Landlord and Tenant, and no provision contained in this Lease nor any acts of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. (r) The words "hereof ", "herein" "hereunder ", and other words of similar import refer to this Lease as a whole and not to any specific article, section or subsection hereof. All exhibits and schedules attached or to be attached hereto, and all other agreements and instruments referred to herein, are hereby incorporated by reference into this Lease, as fully as if copied herein verbatim. The word "party" or "parties" means only those persons or entities who are signatories to this Lease. The terms "include," "includes," "including," or words of like import, shall be construed as being without limitation to the matters or items thereafter speci'f'ied, notwithstanding any rule of construction to the contrary, unless an intention to be so limited is clearly expressed. 5530 freestanding Building Lease 04292015 25G-19 17 (s) THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, ARISING FROM OR RELATING TO THE SUBJECT MATTER HEREOF. THE PARTIES HERETO WAIVE ANY RIGHT TO ANY PUNITIVE DAMAGES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SUCH DAMAGES. 34. LANDLORD'S _REPRESENTATIONS: Landlord hereby covenants, warrants and represents to Tenant that: (a) Landlord has the sole right, legal power and authority to enter into this Lease. (b) All required actions have been taken and satisfied by Landlord to authorize the execution and performance of this Lease. No other proceedings or actions on the part of Landlord are necessary to authorize this Lease or to carry out the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of Landlord enforceable against Landlord in accordance with its terms, (c) The individual(s) executing this Lease, on behalf of Landlord, has (or have) the full right, legal power and actual authority to bind Landlord to the terms and conditions hereof. (d) INTENTIONALLY OMITTED (e) Neither the execution nor the provisions of this Lease violates or breaches or shall violate or breach any term or provision of any agreement, written or oral, between Landlord and any third party, and that if legal proceedings are instituted by any party to prohibit the use, operation or enjoyment of the Demised Premises, or any part thereof, as provided in this Lease, Landlord shall assume the defense of any such legal proceedings and shall indemnify Tenant from and against any and all claims arising from or out of any such legal proceedings and /or the total or partial loss of the use, operation or enjoyment of the Demised Premises, or any part thereof, as provided in this Lease. 35. EXISTING LEASE. Tenant presently leases the Demised Premises from Landlord under a Lease Agreement executed on behalf of Chief Auto Parts Inc., a Delaware corporation ( "original tenant ") on September 7, 1990 and by Jerome B. Esterkin (original landlord ") on 6638 Freestanding Building Lease 04212016 25G-20 18 September 13, 1990, as amended. Landlord is the successor to the original landlord and Tenant, as the resulting entity after conversion from AutoZone West: Inc., a Delaware corporation (formerly known as Chief Auto Palls inc., a Delaware corporation) remains as the original tenant. Both Landlord and Tenant agree that the aforementioned Lease Agreement (as amended) will terminate as of the Commencement Date set forth herein. IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. LANDLORD: TENANT: The City of Santa Ana AatoZone West LLC, a Nevada limited liability company By By: AatoZons Parts, Inc., a Nevada Printed Name: David Cavazos corporation, its so a rnernber Title: City Manager By: Printed e: J s C, Griffith ATTEST: Title: Vice President By:_f Printed Name: Maria Muizar By: i Title: Clerk of the Council Printed No .-Lti _ Title: sw-jopeiratbm 6538 Freestanding Building Lease 04212015 25G-21 19 STATE OF TENNESSEE > ) ss. COUNTY OF SHELBY ) On April 21, 2015 before me, Laura Sharpe (Notary Public) personally appeared James C. Griffith and Thomas B. Newbern who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal a Gtr �� (SEAL) r }� NOTARY Laura Sharpe.,u6�tc. (Printed Name) NOTARY PUBLIC IN AND FOR SAID COUNTY AND STATE My Commission Expires: April 27 2016 W 5638 Freestanding Building Lease 04212015 25G -22 20 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document, STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On 2015 before me, (Notary Public) personally appeared David Cavazos who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (SEAL) (Printed Name) NOTARY PUBLIC IN AND FOR SAID COUNTY AND STATE Icy Commission Expires: 6538 Freestanding Building Lease 04212016 25G-23 21 LEGAL DESCRI] T110N The Demised Promises: APN: 013- 011 -41 Lots 22, 23, 24, 25 and 26, of Block "c" of Tract no, 603 in the City of Santa Ana, County of Orange, State of California, as per map recorder! in Book 19 Page 6 of Miscellaneous Maps, in the Office of the County Recorder of Orange County, California. Excepting therefrom the westerly 10 feet of said lots 22, 23, and 26. 25G -24 POL's SI(jo m X.L11-19 Z KL 25G-25 h1 FACE T' SHORT FORM LEASE THIS SHORT FORM LEASE (the "Short Form Lease ") is made as of the _ day of April, 2015, by and between The City of Santa Ana, a MuMclpal Corporaitlon ( "Landlord "), and AutoZone West LLC, a Nevada llm ited liability company ( "Tenant "). FOR AND IN CONSIDERAT110N of One Dollar ($1.00) and for other good and valuable consideration paid and to be paid by Tenant to Landlord, Landlord does hereby demise and lease unto Tenant, and Tenant does hereby lease and take from Landlord upon the terms and conditions and subject to the limitations more particularly set forth in that certain Freestanding Building Lease (the "Lease ") made as of _ by and between Landlord and Tenant to which Lease reference is hereby made for all the terms and conditions thereof, which terms and conditions are made a part hereof as fully and particularly as if set out verbatim herein, the premises (the "Demised Premises") situated In the City of Santa Ana, County of Orange, State of California, consisting of a 24,560 square foot premises, together, rights of access as provided herein, and more particularly described in Exhibit "A" and shown on Exhibit "B ". The Demised Premises is more fully described as follows: APP: 613 - 011 -41 Lots 22, 23, 24, 25 and 26, of Block "c" of Tract no 603 in the Cuty of Santa Ana, County of Orange, State of Californi a, as per map recorded In Book 16 Page 6 of Miscellaneous daps, in the Office of the County Recorder of Orange County, California. Excepting therefrom the westerly 10 feet of said lots 22, 23, and 26. 1. TO HAVE ARID TO HOLD the Demised Premises unto Tenant for a term of five (5) years commencing on May 1, 2015, and ending on April 30, 2020, unless sooner terminated, extended or modified as provided therein. 2. In the Lease, Landlord has granted to Tenant three (3) separate options to extend the Term for three (3) separate consecutive additional periods of five (5) years each. 3. The Lease contains, among other things, the following provisions: (a) Landlord grants Tenant the right to merchandise any products normally sold in Tenant's other auto parts, supply and accessories stores without restriction. (b) Tenant may use the Demised Premises for any lawful purpose except for the installation or use of underground storage tanks. 25G -26 ON TESTIMONY WHEREOF, the above named Landlord and the above named Tenant have caused this instrument to be executed as of the day and year set forth above. The City of Santa Ana By: EXH iBIT ONLY -NOT FOR EXECUTION Printed Name: David Cavazos Title: Citv Manager ATTEST: By:EXH lBIT ONLY -NOT FOR EXECUTION Printed Name: Maria Huizar Title: Clerk of the Council APPROVED TO FORM: By: EXHIBIT ONLY -NOT FOR EXECUTION Printed Name: Title: 25G -27 TENANT: AutoZone West LLC, a Nevada HmItedl liability company By: AutoZons Parts, Inc., a Nevada corporation, its sole member By: EXH iSIT ONLY -NOT FOR EXECUTVON Printed Name: James C. Griffith Title: Vice President By: EXHIBIT ONLY -NOT FOP EXECUTION Printed Name: Title: 25G -28 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE; RECOMMENDED ACTI0114 CLERK OF COUNCIL USE ONLY: C1 As Recommended M As Amended 0 Ordinance on I* Reading ® Ordinance on 2nd Reading L7 Implementing Resolution EI Suet Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a purchase agreement with Cindy Huynh, for the property located at 1319 North Bristol Street (APN 405 - 272-14), in the amount of $435,000, for the full purchase price for said real property and goodwill (if any), subject to nonsubstantive changes approved by the City Manager and City Attorney. 171�T•IIF.k�t"•PJ Bristol Street 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. Improving the 3.9 -mile Bristol Street segment from Warner Avenue to Memory Lane has been a long -term priority project that will be constructed in several phases. Improvements include widening the street from two to three lanes in each direction, raised landscape medians, and bike lanes. Public Works Agency staff Is assisting with property acquisitions for development of Phase 1116, bounded by Washington Avenue and Seventeenth Street, and expects to complete the acquisition process by July 2015. Construction is anticipated to begin in late 2015. To accommodate the widening for Phase IIIB, acquisition of the entire property located at 1319 North Bristol Street is required (Exhibit 1). An offer based on the appraised values prepared by a licensed appraiser in the State of California was made and accepted by the property owner. The compensation amount is $435,000 (Exhibit 2), Approval of this item supports the City's efforts to meet goal #5 Community Facilities & infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City 25H -1 Purchase Agreement with Huynh for Bristol Street Improvements May 5, 2015 Page 2 of 2 assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans /projects). ENVIRONMENTAL IMPACT In 1990, City Council approved the Bristol Street Final Environmental Impact Statement /Environmental Impact Report (FEIS /EIR No. 89 -01). Due to several minor design modifications in Phase IIIB, which lies between Washington Avenue and Seventeenth Street, an Addendum to the FEIS /EIR was prepared and adopted pursuant to the California Environmental Quality Act by City Council on June 3, 2014. FISCAL IMPACT Funds are appropriated in the Bristol Street Improvements project (No. 116740) in the Select Street Construction Fund (Account 05917661 - 66220) and Measure M2 Street Construction Fund (Account 03217662- 66220). Public Works Agency FM /EWG /KN Exhibits: I. Location Map 2. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez . Executive Director Finance & Management Services Agency 25H -2 4 (NTS) 18TH STREET a P m NO IMPACT 17TH STREET 405 �252-2I �� /J� //� - SUOJHT PROKUY F77/ - ACQUIRED PROPERTIES SANTA ANA PWA n Ic guts AUKY MATCHLINE BEE BOTTOM LEFT WASHINGTON AVENUE EXHIBIT 1 TM-B PURCHASE AGREEMENT WITH CINDY HUYNH FOR BRISTOL STREET IMPROVEMENTS (PROJECT NO. 116740 NONGENERAL FUND) (Strategic Plan No. 6, 1, G, and 3, 2, C) 25H -3 I Lj- i Lu � ! a -� 0 v ; Z a ® I z g I m x405- 252 -22 405 �252-2I �� /J� //� - SUOJHT PROKUY F77/ - ACQUIRED PROPERTIES SANTA ANA PWA n Ic guts AUKY MATCHLINE BEE BOTTOM LEFT WASHINGTON AVENUE EXHIBIT 1 TM-B PURCHASE AGREEMENT WITH CINDY HUYNH FOR BRISTOL STREET IMPROVEMENTS (PROJECT NO. 116740 NONGENERAL FUND) (Strategic Plan No. 6, 1, G, and 3, 2, C) 25H -3 25H -4 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA "), entered into on April _, 2015, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer "), and CINDY HUYNH, AN UNMARRIED WOMAN (hereinafter "Seller "), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property ") legally described as follows; SEE EXHIBIT "A" — Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1319 N. Bristol Street, Santa Ana, CA) (Ai 405 - 272 -14) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller, Seller agrees to convey said real property to City, by Grant Deed, at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within thirty (30) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non- monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Four Hundred Thirty Five Thousand AND NO /100 Dollars ($435,000.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. *0:n -1r0 25H -5 4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within 30 days of the City's execution of this Agreement. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B " attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, reconveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265,240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 4986 of the Revenue and Taxation Code of the State of California. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. P_ ayment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, fixtures & equipment (Improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Four Hundred Thirty Five Thousand AND N01100 Dollars ($435,000.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Conveyance of said real property by Seller to City as hereinabove provided; (b) Acceptance by City of a Grant Deed conveying said real property to City; (c) Delivery to City of the policy of title insurance as hereinabove provided; (d) Recordation of the Deed conveying said real property to City. 7. Possession, Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. 8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be 25H -6 prorated as of the close of escrow on the basis of a 30 -day month /360 -day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seiler agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs, Assigns, Successors -In- Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 13. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M -36, P.O. Box 1988, in the City of Santa Ara 92701, County of Orange, State of California. The mailing address of the Seller is: Cindy Huynh 306 N. Euclid Santa Ana, CA 92703 14. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 15. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 16. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ( "Hazardous Materials ") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste ", "extremely hazardous waste ", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter - Presley- Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material ", "hazardous substance ", or "hazardous waste" under Section 25501 of the California Health and 25H -7 Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 at seq. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by liability Act, 42. U.S.C. S9601 et seq. (42 U.S.C. S9601). 17. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 18. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (1) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 19. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 20. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 21. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 22. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 23. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 25H -8 24. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 25. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 26. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 27. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 28. Authority to Execute Agreement. 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 PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 29. Removal of Personal Property: Buyer agrees to allow Seller to remove items of personal property ( "Items) as described in Exhibit "C" attached hereto and incorporated herein by this reference, in writing. Said items shall be removed from the property by the Seller within five (5) days after the Tenant has vacated said real property. Seller agrees to sign a City Right of Entry Permit, indemnifying the City against any injury or accidents during the removal of said items. Buyer agrees to waive salvage fees for said items. 30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25H -9 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: INDY HUYNH, AN UNMARRIED W MAN le cta Cindyl4uynh r` City /Buyer City of Santa Ana David Cavazos City Manager Attest: Maria D. Huizar City Clerk Approved as to Form: Assistant City Attorney Date: a "I'_1 , 2015 Date: 2015 Date: 2015 Date: kril 1 2015 25H -10 EXHIBIT "A" LEGAL DESRIPTION Real property in the City of Santa Ana, County of Orange, State of California, described as follows: LOT 16 OF NOBLE PARK TRACT NO, 2, TRACT 863, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 26, PAGE 30 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 405 - 272 -14 25H -11 EXHIBIT °B" GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30 -day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and /or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you wilt return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and /or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the sarne effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 25H -12 EXHIBIT "C" ITEMS OF PERSONAL PROPERTY • One (1) Natural Gas Stove, located in the kitchen • Two (2) Security Doors • Three (3) Medicine Cabinets • All Curtains and Rods • Three (3) Shower Heads • One (1) Hot Water Heater 25H -13 25H -14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 5, 2015 TITLE: AGREEMENT WITH BLACK AND VEATCH FOR AUTOMATED METER INFRASTRUCTURE FEASIBILITY STUDY AND PROJECT IMPLEMENTATION PLAN, RFP NO. 15 -008 (NON- GENERAL FUND) (STRATEGIC PLAN NO. 6, 1, C) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on tat Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Black and Veatch Inc., subject to nonsubstantive changes approved by the City Manager and City Attorney, to perform a feasibility study and prepare a project implementation plan for the Automated Meter Infrastructure project, for the one -year period expiring May 5, 2016, with provisions for a one -year renewal option exercisable by the City Manager and City Attorney, in an amount not to exceed $50,000 annually plus a 10% contingency during the term of this agreement. DISCUSSION Approval of this recommended action will allow the City to proceed with the planning stage of the Automated Meter Infrastructure (AMI) project as identified in the City's Capital Improvement Plan by preparing a feasibility study. The proposed future AMI project involves, among other things, the change -out of existing, aging, manually read water meters to new smart meters that communicate via radio or similar technology and can be read automatically. The proposed AMI project requires incorporating these meter reads into the City water billing system and may potentially include interactive customer portals. To date staff has reviewed some of the available AMI technology and its potential application, impacts, and benefits for the City. Due to the complexity and costs associated with deploying an AMI project, staff recommends that a consultant with expert knowledge in AMI be retained to prepare a feasibility study and implementation plan. The feasibility study will analyze the costs and benefits of an AMI deployment, the best available technology fit for the City, workforce level of effort required, and an ideal deployment strategy for the City. Performing this study ensures that stakeholder input is incorporated in the planning phase, that potential pitfalls are identified, and that a vetted plan for implementation and deployment is in place prior to proceeding with the project. 251 -1 Agreement with Black and Veatch, Inc., for Advanced Meter Infrastructure Feasibility Study and Project Implementation Plan May 5, 2015 Page 2 The request for proposals was advertised on January 29, 2015, on the City's website and online bid management and publication system. A summary of the proposal invitations and proposals received is as follows: 13 Firms notified 6 Proposals received Proposals were received and opened on February 26, 2015, and were subsequently evaluated by a committee comprised of City staff, a member of the City's Environmental and Transportation Advisory Committee, and staff from the City of Buena Park. In accordance with the RFP, the fee proposals of the top rated firms were opened for comparison purposes. Evaluation results are as follows: Firm Black and Veatch Richard Brady and Associates Excergy Utiliworks Triton AMI West Monroe Partners Location Rating Proposal Fee Overland Park, KS 89.2 $50,000 Fountain Valley, CA 84.4 $49,952 Denver, CO 81.4 $50,000 Baton Rouge, LA 81.1 $49,915 San Francisco, CA 77.8 N/A Chicago, IL 71.2 N/A Staff recommends that Black and Veatch, Inc., be retained for this project. This firm is well qualified, reputable, and has vast experience on similar types of projects and in the broader water utility industry. As this agreement is for professional services, it is not subject to prevailing wage requirements. The annual not -to- exceed amount is based on the proposed fee plus a 10% contingency factor. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. 251 -2 Agreement with Black and Veatch, Inc., for Advanced Meter Infrastructure Feasibility Study and Project Implementation Plan May 5, 2015 Page 2 FISCAL IMPACT Funds are available in the Water Quality and Measurement Fund (Account No. 06017644- 62300). / ) LA�'. read WoUsavlpour Executive Director Public Works Agency FM /NS /RR Exhibits: 1. Agreement 2. RFP 15 -008 3. Black & Veatch Proposal 4. Black & Veatch Fee Schedule APPROVED AS TO FUNDS AND ACCOUNTS: '-�ni� t as L Francisco Gutierrez Executive Director Wl- Finance & Management Services Agency 251 -3 251 -4 CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this 6th day of May 2015 by and between Black and Veatch Management Consulting, a California Corporation, (hereinafter "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of engineering, water utility systems and financial analysis to provide professional support in developing a feasibility study for Advanced Metering Infrastructure (AMI) technology. 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: SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed $50,000.00 plus a 10% contingency during the term of this Agreement. b. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3, TERM This Agreement shall commence on the date first written above and terminate on May 5, 2016, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an Independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance Exhibit 1 _I- 251 -5 and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. _2- 251-6 (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates shall state that policies shall not be canceled or reduced in coverage or changed in any other material aspect by Consultant without thirty (30) days prior written notice to the City. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal Injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, Including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. ' 1te* 7W Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. -3- 251-7 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually; electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. Moreover, Consultant warrants that it has no financial interest or other interest in any AMI technology vendor, manufacturer or other party being evaluated by this agreement and subject of potential future award by City. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: and Public Works Agency -- Executive Director City of Santa Ana — Ross Annex — 0 Floor 20 Civic Center Plaza (M -21) P.O, Box 1988 Santa Ana, California 92702 Fax 714- 647- 5622 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 -4- 251-8 To Consultant: Black and Veatch Corporation 11401 Lamar Avenue Overland Park, KS 66211 Fax A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report Issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such 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. -5- 251-9 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorne B. Jose a doval Chie A sistant City Attorney CITY OF SANTA ANA DAVID CAVAZOS City Manager -6- 251 -10 RECOMMENDED FOR APPROVAL: FRED MOU5AVIPOUR Executive Director Public Works Agency BLACK AND VEATCH Robert E. Welch Vice President Tax ID -7- 251 -11 EXHIBIT A SCOPE OF SERVICES _g_ 251 -12 City of Santa Ana Public Works Agency I ADVANCED PiIETERIi4G INFRASTRUCTURE FEASIBILITY STUDY PROJECT PLAN Project Approach and Scope of Services Black & Veatch's approach is to review the City's current situation and requirements, evaluate the results and effectiveness of both the AMR and AMI systems, access the relevant market - leading solutions, evaluate available options and scenarios and recommend the appropriate actions for the City to pursue. Our approach also includes cost of ownership review for the use of each smart meter technology as well as ease of use to include the operation efficiencies gained. Black & Veatch will evaluate, analyze, and recommend the viability of using Smart Meter technologies to improve leakage and pressure management; streamline water distribution operations and maintenance; streamline water quality monitoring; and improve productivity and efficiency through less truck rolls while enhancing customer service. Smart meter technology is a fully integrated set of products, solutions and system that enable water utilities to: Remotely and continuously monitor and diagnose problems, pre- emptively prioritize and manage maintenance issues, and remotely control and optimize all aspects of the water distribution system using data - driven insights. ': Provide customers with the information and tools they need to make informed choices about their behaviors and water usage patterns. r Provide the cost benefits of using smart meter technologies for production, distribution, meter shop and customer service. _:' Evaluate the use of such technology within the following categories: Leakage and Pressure Management - Reduction in leakage levels by precise detection of leaks; predictive modeling to estimate potential future leaks and pressure management, reduce water waste, reduce leakage detection costs, service disruptions and lost productivity. This solution requires the use of flow sensors to gather data, analyze the data using algorithms to detect patterns that could reveal a leak in the distribution system, and provide real -time data on the location of a leak. In addition, pressure sensors and pressure - regulating values can allow for automated feedback and controls to ensure that pressure does not reach a level high enough to cause a pipe burst. Water Quality Monitoring - Automatic water sampling, testing and quality monitoring; reduction in costs from labor and truck rolls for manual sample collection. Distribution Operations and Maintenance - Real -time, automated valve shutoff to facilitate flow redirection and shutoffs; 0 &M related truck rolls. Water Meter - Determine appropriate water meter to purchase based on smart meter requirements. Reduce the number of truck rolls for field activities such as disconnect /connect meter, high bill investigations, and bill adjustments such as underground leaks and pool credits. The approach outlined above provides an overview of the critical tasks we believe will best achieve a successful smart meter program for the City. While Black & Veatch has performed a significant number of similar engagements, each utility has unique issues and circumstances. Each project is tailored to meet the specific needs of the utility; therefore, our approach will be similarly customized s,ACII& /• A! - 251 -13 City of Santa Ana Public Works Agency i ADVANCPD NIETERNG INFRASTRUCTURE FEASTBiu r,I STUDY for the City. Black & Veatch's approach to the development of an AMI Feasibility Study for the City will leverage the significant experience that we have in performing similar work and our deep knowledge of industry best practices. Our proposed approach is comprised of the following seven tasks: 1. Project Planning and Kickoff 2. Information Gathering and Analysis 3. AM[ Opportunity Assessment 4. Technical Infrastructure and Arch itecture S. Business Case Development 6. Project Design and Implementation 7. Final Report and Presentation Task 1: Project Initiation and Kickoff This first task includes refining the project schedule, scope of services and deliverables, as well as identifying the internal City staff and resources that will participate in the various project activities, the timing and scope of their involvement and how to best engage them. It also identifies the existing documentation on the City's systems, business processes and IT architecture, resource management and costs that are necessary to perform the required scope of work. Deliverables: >? Project Plan, defined scope of services, and specific objectives List of requested documentation to be collected or reviewed Task 2, Information Gathering and Analysis This task involves identifying the broad range of information that Black & Veatch would like to obtain to support the work. This task includes the review of the requested information, discussions with City staff and the identification of what is actually available. We will obtain the information for the City and perform a preliminary analysis to identify gaps or missing information that will require further investigation or result in the need to matte assumptions based on industry experience. The types of information or documents that may be requested include the following: AMI /enterprise vision, goals and objectives Strategic business plans and summaries of strategic City initiatives Prior AMI analysis and business process models, if applicable Organizational chart and overview of departmental responsibilities, including staff associated with meter reading and billing functions Cost information for meter, operational and customer service work processes that will be defined and that will be impacted by AMI Enterprise application architecture designs /diagrams Planned capital projects Current meter equipment (quantities specifying type, volume throughput, size, and age) and any available cost information Leak detection information including previous investigation and plans Field automation plans Data management process and requirements System and customer water usage information qi„< & Jc,F.,] I 251 -14 City of Santa Ana Public Works Agency I ADVANCED NIETERING INFRASTRUCTURE FEr \SIBII_ITY STUDY Maintenance, disaster recovery and IT security plans Approved equipment vendor list Business process definitions and flows Facility information of City assets that can be leveraged for AMI Recently completed internal technology assessments M Cyber and physical security documents IT /information system standards, infrastructure, plans and costs (including implementation, and maintenance) Deliverables: = i Spreadsheet of information obtained and reviewed Task 3: AMI Opportunity Assessment To gain the maximum value from the use of AMI, It is necessary to understand how the City currently performs various work processes to identify opportunities to improve, modify or eliminate various manual processes. Black & Veatch will examine the meter -to -cash process as well as business processes and work methodology in meter operations, customer service, finance and billing and other key areas. The goal is to develop a comprehensive assessment of the current state on which a future AMI - enabled City water utility model can be developed. Black & Veatch will perform this work by interviewing City personnel. We believe that a single trip to Santa Ana over the course of several days will provide the required opportunity to engage and obtain the necessary information. We will perform any follow -up conversations, or initial discovery conversations with those missed during the visit, via conference calls. The information gathered in this phase will inform the capabilities that the City requires from an AMI solution and form the basis of the financial analysis. Deliverables: Document City's key requirements for AMI Identify the core benefits of AMI Task 4: Technical Infrastructure and Architecture Black & Veatch possesses a deep understanding of the Water AM[ solutions available in North America —and their respective status or deployment in the market. We will leverage this knowledge and couple it with the information gathered in the previous tasks to identify the potential AMI solutions for the City; consideration of geography, features and capabilities, and ability to integrate into other City initiatives will be discussed. Smart meter technology is often seen as only a metering project. The significant potential for improved customer service, reduced operating costs and improved efficiencies, and improved water management capabilities are frequently overlooked or unrealized. Linking the potential capabilities of AMI solutions to the City's organizational goals helps to frame these perspectives. We find that a short working session for City staff on the current landscape of water AMI vendors, how their solutions differ, and how they are being used is valuable. Deliverables Overview of Water AMI solutions in the North American marketplace Recommendations for the City on optimum solution needs 251 -15 City of Santa Ana Public Works Agency. I ADVA,N 3METERIvI INFRASTI.KTIIRE FLA SO I 1 STUDY Task 5: Business Case Development Black & Veatch will compile the information from the prior tasks and use our established methodologies and industry knowledge to develop preliminary business case analyses. These analyses will focus on impacts to utility costs and consumer behavior, opportunities for improvements to service delivery, and potential improvements in water loss management. The business case development performed here will inform the recommendations ultimately provided. With more than two decades in the utility and automated metering sectors, Black & Veatch will use its established models, frameworks, and templates for AMI strategy, benefits capture, cost forecasting, and business case development to help accelerate the project schedule and confirm the accuracy of our findings. Because we believe that consistency of information is a Ivey component of project success, we will use these developed frameworks to enable full traceability of the chosen solution(s) through requirements and benefits identification; technical specifications; and evaluation criteria and selection. Our established methodologies, processes, tools and frameworks enable us to perform our work in the most cost- effective manner and to optimize the use of City resources and valuable time. Examples of our numerous methodologies include the following: �J AMI Cost /Benefit Model AMI Benefits Model and Benchmarks AMI Total Cost of Ownership Business Case Model Deliverables: Total cost of ownership model results that identify the high level costs and benefits of AMI Assumptions and definition of potential AMI project that underlies the analysis Task 6: Project Design and Implementation Based on the information obtained in the previous tasks, Black & Veatch will identify relevant and appropriate options for the City to evaluate that are determined to meet its requirements, support the benefits identified and result in the optimum implementation approach. There are various options available to the City to procure and implement AMI. Procurement options include how to engage the vendor community and the roles of the various service providers and project participants. Implementation planning is critical to help ensure that the replacement of the City's approximately 44,000 meters is performed in a seamless fashion that does not negatively impact customers or operations. And all of this must be done in a way that integrates into City initiatives and operations, We will identify available implementation scenarios as part of the business case development in order to develop base cost scenarios, and this task will help us flush those out in more detail and provide specific recommendations. Task is Final Report and Presentation This final task involves assembling the key components of the prior tasks into a comprehensive and coordinated assessment and set of recommendations for the City on the feasibility of AMI and how to implement AMI to its advantage. Black & Veatch will produce a draft report and circulate for internal comment to the core City team that has been engaged in the process to verify that all essential topics are covered and that Black & Veatch has properly interpreted the information provided. Upon revision and finalization of the report, Black & Veatch proposes a meeting be scheduled for Black & 251 -16 City of Santa Ana Public Works Agency I ADVANCED ib�� ?EN1Pr; itlP�si57u,iJ, ?URt r- Ea.S�3ll 't SIU��Y Veatch and City staff to present the results and recommendations to the appropriate City management and other appropriate stakeholders. Deliverables: Final AMl Feasibility Report Presentation of Results and Recommendations We are confident that the above approach will result in a complete and effective feasibility study for the City of Santa Ana, Project Schedule Black & Veatch suggests the following project schedule to accomplish the proposed work within the three (3) month timeframe expressed in Addendum #1 to the RFP. We assumed a contract award date of April 7, 2015, based on the RFP with a one (1) week lag from award date to project kickoff meeting. A delay in the award date would delay the schedule start date, but the overall estimates for task completions should not be affected. o a ® a' r Contract award Date 7 -Apr Project Planning and Kickoff 14 -Apr . Information Gathering and Analysis 1 -May AMI Opportunity Assosment 8 -May Technical Infrastructure and Architecture 22 -May Buslness Case Development 5-Jun Project Design and Implementation 1Z Jun Final Report and Presentation 24 -Jun Black & Veatch has found that a key determinant of the length of an AMC feasibility study engagement is often the availability of the utility resources. Please note that our proposed project schedule assumes that the key and necessary City resources and information will be available to support the proposed schedule. Additionally, in the event that the project team is able to move more rapidly through the tasks, the project will accelerate accordingly. R t ► f k R Black & Veatch and City of Santa Ana successfully executed a contract dated October 17, 2011 (Referenced Agreement). If Black & Veatch is the successful bidder, we propose to use the Referenced Agreement as a model to create a new contract. Black & Veatch is confident that a mutual agreement can be reached in a timely fashion to meet the needs of the current scope of services identified in your RFP. It is understood that, upon your acceptance of this proposal from Black & Veatch, both parties agree to use reasonable diligence to negotiate a mutually acceptable definitive written contract with respect to the work described in this proposal. However, until we receive a fully executed, mutually acceptable definitive written contract, Black & Veatch will not perform any work on behalf of the City of Santa Ana related to the scope of work proposed herein. 251 -17 EXHIBIT B FEE SCHEDULE ( ®R) RATES AND CHARGES _9_ 251 -18 EXHIBIT "B" EXHIBIT C CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY 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 Proposals. 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 a total fee to complete the project as described in Exhibit A. The lump sum total fee, as identified hereon, shall be broken down on a separate sheet by employee hourly rates and projected hours to complete the project as described. The fee must be inclusive of all costs, including but not limited to, direct and indirect costs for labor, sub - consultants (as necessary), overhead, incidental supplies, travel, mileage, and fuel. The Consultant shall submit invoices to the City on a monthly basis based upon an employee hourly rate as submitted with this Exhibit. Lump Sum Total Fee for Services as described in Exhibit A, Scope of Services $50,000.00 Proposer shall attach a separate hourly rate schedule with hourly rates far staff per lob classification See attached. Black & Veatch Corporation 1 -913 -458 - 2000; 913- 458 -2030 (t) LEGAL NAME OF COMPANY - PHONE AND FAX NUMBERS 11401 Lamar Avenue, Overland Park, KS 66211 BUSINESS ADDRESS Robert Welch Vice President PRINTeDNAME OF AUTHORIZED AGENT TITI F THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE, -- — — - -- - - - - -- ---- �,e,,. Rf P 0#15 -00© — Advanced Metering Infrastructure Feasibility Study Page 18 251 -19 EXHIBIT "B" City of Santa Ana Public Works Agency: P,:E ILP ii III; ,n'fI Iuk)EEA _,I IY Sl UDII Supplement tO Exhibit C: Proposers Certification and Proposal Item Pricing As instructed on Exhibit C of RFP #15.008 for Advanced Metering Infrastructure Feasibility Study, this page contains a break -down of Black & Veatch's lump sum total fee ($50,000) by employee hourly rates and projected hours to complete the project as described. This fee Is inclusive of all costs, including but not limited to, direct and indirect costs for labor, sub - consultants (as necessary), overhead, incidental supplies, travel, mileage and fuel, We agree to submit invoices to the City on a monthly basis based upon an employee hourly rate as submitted with this Exhibit. HOURLY RATE SCHEDULE Larry Chalupsky Principal Consultant $265 110 $29,150 Kevin Cornish, PE Executive Consultant $310 8 $2,480 Andrew Chastain - Howley, Senior Consultant $310 16 $4,960 Deborah Bradbury Principal Consultant $165 32 $8,480 The total estimated labor costs are $45,070 with the additional $4,930 being travel expenses for the trips identified below. TRAVEL AND OTHER COSTS Travel costs are includes[ in the lump sum bid for this work, given the assumptions below: One (1) on -site kickoff meeting with two Black & Veatch personnel attending. One (1) series of on -site information gathering meetings held on consecutive days, attended by one or two Black &Veatch resources. One (1) on -site final report delivery and presentation meeting with two Black & Veatch resources. All other meetings, discussions, updates and preliminary report discussions will be held via conference call. 251 -20 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional Insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other Insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective this endorsement form as a part of Policy # Issued to Named Insured Countersigned by Authorized Representative -10- 251-21 251 -22 REQUEST FOR PROPOSALS (RFP) FOR ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY KEY RFP DATES: Issue Date: Proposal Due Date: Projected Award Date: RFP # 95 -008 CITY OF SANTA ANA Santa Ana Public Works Agency 220 S. Daisy Ave., Building A Santa Ana, CA 92703 Rodolfo Rosas, P.E. Senior Civil Engineer (714) 047.3379 Office (714) 047 -3345 Fax rrosasesanta- ana.ora Executive Director Public Works Agency January 25, 2015 February 26, 2015- 3:00 pm. April 7, 2015 Exhibit 2 RFP #15 -008 — Advanced I it g J tructure Feasibility Study NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms to provide Advanced Metering Infrastructure Feasibility Study. Responses to the Request for Proposals (RFP) will be accepted until 3:OOPM on February 26, 2015 . If further information is required, contact Rodolfo Roses at (714) 647 -3379 or rrosas(a )Santa- ana.org All notifications, updates and addenda will be posted on the City's current RFP Bid page at www,planetbids,com /portal /portal.cfm ?CompanylD= 20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive proposal. MAILED, DELIVERED BY HAND, or COURIERED proposals will be accepted as follows: City of Santa Ana Attn: Rodolfo Roses Public Works Agency City Corporation Yard, Bldg A 220 S. Daisy Avenue Santa Ana, CA 92703 It is the responsibility of the proposer to ensure that any proposals submitted shall have sufficient time to be received by the City of Santa Ana prior to the proposal due date and time. Questions regarding this Request for Proposals shall be made in writing via e-mail to Rodolfo Roses at rrosas@santa- ana.oro. The receiving time in the Public Works Agency, 220 S. Daisy Avenue, Santa Ana, CA 92703 Dispatch Office, Building A, will be the governing time for acceptability of proposals. Late proposals will NOT be considered and will be returned to proposer unopened. Telegraphic, electronic, and facsimile proposals will not be accepted. ONLY SEALED RFP RESPONSES ARE ACCEPTABLE. DO NOT E -MAIL RFP RESPONSES. DO NOT FAX RFP RESPONSES. RFP #15.008 —Advanced Metering Infrastructure Feasibility Study Page 2 251 -24 a CITY OF SANTA ANA REQUEST FOR PROPOSAL FOR ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY TABLE OF CONTENTS PAGE 1, INTRODUCTION 4 11. PERIOD OF CONTRACT 4 Ill. OPTION OF RENEWAL 4 IV. FISCAL NONFUNDING CLAUSE 4 V. SCOPE OF SERVICES 4 VI. GENERAL INFORMATION 5 VII. PROPOSER RESPONSIBILITIES 5 VIII. LICENSE REQUIREMENTS 5 IX. INITIATION /KICK OFF MEETING 6 X. CITY BUSINESS LICENSE 6 XI. ADDENDA 6 XII. RULES FOR PROPOSALS 6 XIII. E -MAIL COMMUNICATIONS AND INTERPRETATIONS /CLARIFICATIONS 6 XIV. SUBMITTAL INFORMATION AND DEADLINE 6 XV. SUBMITTAL REQUIREMENTS 6 XVi. CONTRACTOR SELECTION - PROPOSAL AND EVALUATION 8 XVIL PUBLIC RECORDS 8 XVIII. PROTESTS 8 XIX. INSURANCE REQUIREMENTS 9 EXHIBIT A - SCOPE OF SERVICES 10 EXHIBIT B - SAMPLE AGREEMENT 12 EXHIBIT C - PROPOSERS CERTIFICATION and PROPOSAL ITEM PRICING 18 EXHIBIT D - OFFERERS REFERENCES 19 EXHIBIT E- PROPOSERS STATEMENT 20 EXHIBIT F - CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR 21 EXHIBIT G - NONCOLLUSION AFFIDAVIT 23 EXHIBIT H - SAMPLE ADDITIONAL INSURED ENDORSEMENT 24 RFP #15 -008 - kt CITY OF SANTA ANA REQUEST FOR PROPOSAL FOR ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY L INTRODUCTION The City of Santa Ana is seeking qualified consulting firms to develop a feasibility study for Advanced Metering Infrastructure (AM[) technology for the Water Resources Division of the Public Works Agency. The ideal Consultant shall evaluate the workflow efficiencies, communications, responsiveness to customers, integration into the existing financial systems and the cost effectiveness of AMI technology over the City's current meter reading process. A detailed Scope of Work and agreement terms are attached as part of the Appendix II. PERIOD OF CONTRACT Unless earlier terminated as allowed for in the agreement, contract term shall be for a period of one year with an option to renewfor one additional year. Upon completion of the selection process, the selected firm will be awarded a one year contract agreement. The City has budgeted $50,000 for this project. However, the City may, at its discretion, elect to increase the budgeted amount for this project if it is in the best interests of the City. The contract term is anticipated to commence after City Council award of this contract and upon receipt and approval of all required insurance documents. The projected contract award date is tentatively scheduled for April 7, 2015 and may be adjusted as necessary. All services provided, and all payments made for services, shall be in accordance with the executed contract agreement. III. OPTION OF RENEWAL The City reserves the right to renew the contract for an additional one year period upon written agreement and mutual consent between the contractor and the City Manager and City Attorney. The contract may be renewed once for a total agreement period of up to two (2) years. IV. FISCAL NONFUNDING CLAUSE In the event sufficient budgeted funds are not available for a new fiscal period, the City shall retain the right to notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period and terminate the contract on the last day of the current fiscal period without penalty or expense to the City. V, SCOPE OF WORKISERVICES The scope of work may include any and all work efforts related to the City of Santa Ana Advanced Metering Infrastructure Feasibility Study as set forth in EXHIBIT A— SCOPE OF SERVICES. The Contractor shall be an independent contractor capable of providing experienced, RFP #15 -008 — Advanced k 2 knowledgeable and professional staff. The contractor shall be responsive and maintain excellent working relationships with city residents, businesses, governmental officials and City staff. The contractor shall provide adequate staffing level's atall times and adhere to established schedules. VI. GENERAL INFORMATION A. Submittals will not be accepted from Automated Meter Infrastructure vendors, suppliers or manufacturers. The City is seeking an impartial analysis by a third party consultant to evaluate a suitable solution for the City of Santa Ana. Any Automated Meter Infrastructure vendors submitting proposals will be rejected. B. The term of the contract will begin after the contract award by the City Council, C. When determined appropriate, the City will provide information in Its possession relevant to preparation of required information in RFP. The City will provide only the staff assistance and documentation specifically referred to herein. D. The proposer shall be responsible for retaining data, records and documentation for the preparation of the required information. These materials shall be made available to the City as requested by the City. E. This RFP does not commit the City to pay costs incurred in preparation of a response to this RFP. All costs incurred in the preparation of the proposal, the submission of additional information, attendance at pre - proposal conference, negotiations with City, and /or any other aspect of a proposal prior to award of a written contract will be borne by the proposer. The City reserves the right to accept or reject the combined or separate components or this proposal in part or in Its entirety or to waive any informality or technical defect in the proposal F. All data, documents and other products used, developed, or produced during response preparation of the RFP will become property of the City, All responses to the RFP shall become property of the City. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act, G. The City reserves the right to reject, replace and approve any and all subcontractors. All subcontractor(s) shall be identified in the response to the RFP and the City reserves the fight to reject any subcontractor(s). Subcontractors shall be the responsibility of the prime contractor and the City shall assume no liability of such subcontractors. VII. PROPOSER RESPONSIBILITIES The selected proposer will assume responsibilities for all services in its proposal. The selected proposer shalt identify a sole point of contact with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. VIII. LICENSE REQUIREMENTS In accordance with Section 3300 of the California Public Contract Code, the City has determined that the proposer shall possess a license in the classification specified in the Notice Inviting Proposals. RFP #1 IX INITIATION/KICK OFF MEETING The successful proposer will be required to meet with City staff prior to commencement of services or at any time as required by the City, to discuss and agree on operational issues including transition of services and scheduling, X. CITY BUSINESS LICENSE The selected proposer shall be required to obtain a City of Santa Ana Business license within thirty (30) days of selection and must provide a copy to the City projects manager or designee prior to commencing any work in Santa Ana. XI. ADDENDA Any subsequent changes in RFP from the date of preparation to date of submittal will result in an addendum or amendment by the issuing office. Notification of such addendum or amendment shall be effected by posting on City's website, as set forth in the Notice Inviting Proposals. XII. RULES FOR PROPOSALS The signer of the RFP must declare in writing that the only person, persons, company, or parties interested in the proposal as principals are named therein, that the proposal is made without collusion with any other person, persons, company, or parties submitting a proposal that it is in all respects fair and in good faith without collusion or fraud, and that the signer of the proposal has full authority to bind the proposer (Exhibits D G), Xlll. E -MAIL COMMUNICATIONS AND INTERPRETATIONSICLARIFICATIONS To facilitate the RFP process, proposers are required to monitor the City's Bid and RFP page at www.oianetbids.com/ portal /portal.ofm ?Comr)anylD =20137. No oral interpretations will be made by the City to any proposer as to the meaning of requirements identified herein, including the Scope of Services and Terms and Conditions. Every request for such an interpretation must be made in writing via e -mail to the project manager no fewer than five (5) business days prior to the date and time set for opening of proposals. Significant Interpretations or clarification will be made by an addendum to this RFP, which will be posted to the website. Addenda may become part of the agreement documents. XIV. SUBMITTAL INFORMATION AND DEADLINE Proposals are due to the City of Santa Ana, at the date, time, and location set forth on the Notice Inviting Proposals. Faxed and e-mail proposals will not be accepted. XV. SUBMITTAL REQUIREMENTS The RFP is intended to assess and evaluate each firm's capabilities as they apply to the proposed project. Submittal of Proposal A. Five (5) copies of the response to the RFP shall be signed by a company official with the power to bind the company. B, One (1) copy of the submittal on a compact disc, USB flash drive or equivalent. RFP #15- 008 — Advanced Metering Infrastructure Feasibility Study 2STe28 C. Structure your proposal to include the Scope of Services response, general time implementation schedule, fees /contract price, and exhibits, Each firm must address each of the following items In Its response to the RFP: A, Statement of Qualifications - In order to maintain uniformity, the Statement of Qualifications must be limited to a MAXIMUM of 20 PAGES (excluding front. and back covers, section dividers and Exhibits D through G), The page limitation includes all appendices, attachments, and supplemental information. The following information Is required: 1. Cover Letter — A letter signed by a principal or authorized representative who can make legally binding commitments for the entity, 2. Firm and Personnel Experience: A profile of the firm's experience; including the names and experience of personnel and subconsultants (if any) who will be providing services. At a minimum, this should include the project manager /principal agent, associates in charge when project manager /principal agent is unavailable, key personnel, and an organization chart. The project manager /principal agent shall be the primary contact person to represent your firm. 3. Previous Project Experience: Proposer shall submit a general description of the previous related work performed in the last five (5) years. Special consideration shall be given to work performed in -a similar community. 4. Project Plan: The Proposer shall submit a project plan that describes their method and process for completing this project. A project schedule shall be included with a suggested timeline for major milestones to be reached. B. EXHIBIT C — PROPOSERS STATEMENT AND PROPOSAL ITEM PRICING A separate sealed fee envelope including proposer's personnel and hourly rates shall be submitted concurrently but under separate cover with the proposal. Costs shall be shown as described under Exhibit C. No fee envelopes shall be opened by City until the final ranking of proposals has been completed. C. EXHIBIT D — REFERENCES — The Proposer shall submit a list of agencies, past and present, for whom you have provided work similar to that identified in this RFP (Exhibit A — Scope of Services) for the last five (5) years. D. EXHIBIT E - PROPOSERS STATEMENT E. EXHIBIT F — CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR F. EXHIBIT G — NONCOLLUSION AFFIDAVIT G. EXHIBIT H — SAMPLE ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY H. The proposal must be completely responsive to the RFP. Any exceptions to the requirements of this RFP must be included in the proposal. Such exceptions must be included as a separate element of the proposal entitled "Exceptions and Deviations." The Feasibility Study Executive Director, in his sole and absolute discretion, may authorize or deny any exceptions. The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise. The City reserves the right to waive minor inconsistencies in submitted Proposals, XVI. CONTRACTOR SELECTION — 'PROPOSAL AND EVALUATION The criteria for evaluating the proposals submitted will take the following items into consideration: 1. Firm Experience (15 %) 2. Personnel Experience (25 %) 3. Previous Project Experience (25 %) 4. Project Plan (35 %) The proposals will be reviewed by a committee of City staff members. The committee will evaluate proposers based on the response to the RFP and the City evaluation criteria set forth above. A final score will be calculated for each submitted proposal and used to rank the proposers.. The committee may interview the top tier of proposers and recommend award of the contract to the proposer who will provide the best quality service at minimum cost to the City. The City reserves the right to negotiate pricing and for additional terms. City reserves the right to begin negotiations and enter into a contract without interview or further discussions. The committee will rank the proposers and select the top three (or top tier based on the natural score break). The committee will open the fee envelopes after selection of top tier. The Council recommendation will be based on the evaluation score and proposed fees of the top tier. XVIL PUBLIC RECORDS Proposals will become public record after award of contract. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. XVIII, PROTESTS Any protest must be submitted in writing to the Executive Director of Public Works, City of Santa Ana, 20 Civic Center Plaza M -21, Santa Ana, CA 92701. Protests must be received by the City by 5 :00 p.m, of the 5" business day following posting of the Request for Proposal or the results or Notice of Intent to Award Contract, on the City's website. Hand delivered protests must be provided to the receptionist in the City Hall Annex /Public Works Counter on the first floor of the City Hall Annex. a. The initial protest document shall contain a complete statement of the basis for the protest. b. The protest shall refer to the specific portion of the RFP or winning proposal, which forms the basis for the protest. C. The protest shall include the name, address and telephone number of the person representing the protesting party. d, The party filing the protest shall concurrently transmit a copy of the initial protest document and any attached documentation to all other parties with a direct financial RFP #15 -008— Advanced Metering Infrastructure Feasibility Study 251110 Interest, which may be adversely affected by the outcome of the protest. Such parties shall include all other proposers who appear to have a reasonable prospect of receiving an award depending upon the outcome of the protest. Should a written protest be filed in a timely fashion, a protest hearing shall be held before the Executive Director of Public Works or designee within 10 business days following the City's receipt of protest, or as soon thereafter as may be scheduled. All interested parties may appear and offer testimony at this protest hearing. Formal rules of evidence shall not apply at this hearing, nor shall testimony under oath be required. The burden of proof shall be on the party submitting the protest to demonstrate that' the staff's determination of the best value proposal is arbitrary and capricious,_ or unsupported by substantial evidence In the record. All proposer are advised that if you challenge the City's award of contract in court, you may be limited to raising only those issues you or isomeone else raised at the public hearing described above, or in written correspondence delivered to the Executive Director of Public Works at, or prior to, the public hearing. The Executive Director of Public Works or designee will issue a written decision. If the Executive Director of Public Works or designee determines that a protest is frivolous, the party originating the protest may be determined to be irresponsible and that party may be determined to be ineligible for future contract awards. The procedure and time limits set forth in this paragraph are mandatory and are the proposer's sole and exclusive remedy in the event of protest and failure to comply with these procedures shall constitute awaiver of any right to further pursue the bid protest, including filing a Government Code Claim or legal proceedings. XIX. INSURANCE REQUIREMENTS As a condition of, and throughout the term of the contract, the vendor shall have and maintain the Insurance described below. A certificate of insurance, naming the City of Santa Ana as an additional insured, shall be provided to the Buyer before award: Certificate of Insurance (Acord's 25•S form no.) to include: • General Liability -- $1,000,000 each occurrence • Worker's Compensation Within the limits required 'bythe State of California • Automotive Insurance— $1,000,000 combined single limit A notation in the Cancellation clause (in the bottom right hand corner) of the Certificate must be made that the City will be mailed 30 days written notice of policy cancellation and the references "endeavor to" and 'failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives" shall be either removed or X'd through. If the vendor allows their coverage to expire or their insurance is canceled at any time during the contract, the vendor shall provide the Buyer with an updated, valid insurance certification. No additional work shall be performed and no payments will be made until adequate proof of insurance is provided. — Advanced Metering Infrastructure Feasibility Study EXHIBIT A, CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY SCOPE OF SERVICES Background. The City of Santa Ana currently operates a water distribution system covering 27 square miles including over 450 miles of water main and over 44,000 water services. The City's existing meters range from 5 /8" to 6" and are made from a variety of manufacturers. Traditionally, all meters are physically read by a City Employee. Description of Services: The Services shall be completed as described below: Advanced Metering Infrastructure Feasibility Study 1. Project Research: The Consultant shall conduct data gathering meetings /interviews, as necessary with the City Meter Shop, Financial division, Water Resources and Purchasing Divisions in order to obtain information and understand the desired outcome and constraints of the Project. The Consultant shall budget for 6 meetings at a minimum for this portion of the project. 2. Advanced Metering Infrastructure System Technologies: The Consultant shall evaluate available Advanced Metering Infrastructure (AMI) technologies and provide feedback with recommendations on the best usable technology given the City's operating environment and constraints. The report shall be limited to evaluations of the fixed network based technology. This evaluation shall also include recommendations to establish criteria to address all of the City's existing meters, the collection system, billing system, staffing and technology issues. The City also anticipates that all existing water meters will be replaced in coordination with deployment of the selected AMI technology. It is assumed that the Consultant shall independently contact the providers of AMI technology to assist in their evaluation, as well as, use their own existing knowledge and experience. The Consultant shall include a survey of water systems that have implemented an AMI system to gather information including, but not limited to, the following: Type of Technology, Data Hosting, Size of the System, Cost, Type of Customer Engagement, Phases of implementation as well as status. In addition, the Consultant shall evaluate any leak detection capabilities and features of AMI systems. 3. Project Assessment: The Consultant shall review and prepare an evaluation of the City of Santa Ana's current business processes and practices for collection of water use data and fees from the meter to the bill payment system. The study will also evaluate the current software applications and information technology needs should an AMI system be implemented. The study shall also establish the basic staffing requirements for implementation, management and usage of any AMI system to be used. The project assessment portion of the study shall also include all regulatory requirements, environmental compliance requirements (i.e. Environmental Impact Reports /Environmental Impact Statements) and logistic requirements necessary to install AMI throughout the City in a phased plan. RFP ##15 -008 - Advanced Metering Infrastructure Feasibility Study 2�i�'2 ,. Size 518" ` Quantity 31 097 5 426 41$5 1 396 1 706 321 152 38 Description of Services: The Services shall be completed as described below: Advanced Metering Infrastructure Feasibility Study 1. Project Research: The Consultant shall conduct data gathering meetings /interviews, as necessary with the City Meter Shop, Financial division, Water Resources and Purchasing Divisions in order to obtain information and understand the desired outcome and constraints of the Project. The Consultant shall budget for 6 meetings at a minimum for this portion of the project. 2. Advanced Metering Infrastructure System Technologies: The Consultant shall evaluate available Advanced Metering Infrastructure (AMI) technologies and provide feedback with recommendations on the best usable technology given the City's operating environment and constraints. The report shall be limited to evaluations of the fixed network based technology. This evaluation shall also include recommendations to establish criteria to address all of the City's existing meters, the collection system, billing system, staffing and technology issues. The City also anticipates that all existing water meters will be replaced in coordination with deployment of the selected AMI technology. It is assumed that the Consultant shall independently contact the providers of AMI technology to assist in their evaluation, as well as, use their own existing knowledge and experience. The Consultant shall include a survey of water systems that have implemented an AMI system to gather information including, but not limited to, the following: Type of Technology, Data Hosting, Size of the System, Cost, Type of Customer Engagement, Phases of implementation as well as status. In addition, the Consultant shall evaluate any leak detection capabilities and features of AMI systems. 3. Project Assessment: The Consultant shall review and prepare an evaluation of the City of Santa Ana's current business processes and practices for collection of water use data and fees from the meter to the bill payment system. The study will also evaluate the current software applications and information technology needs should an AMI system be implemented. The study shall also establish the basic staffing requirements for implementation, management and usage of any AMI system to be used. The project assessment portion of the study shall also include all regulatory requirements, environmental compliance requirements (i.e. Environmental Impact Reports /Environmental Impact Statements) and logistic requirements necessary to install AMI throughout the City in a phased plan. RFP ##15 -008 - Advanced Metering Infrastructure Feasibility Study 2�i�'2 4. Financial Analysis; The Consultant shall include an estimate of operations, maintenance and capital funds that will be needed to implement this project. A full economic analysis will be completed including, at a minimum, a full cost /benefit analysis, revenue recovery and payback, return on investment and net present 'value. Benefits should include, but not limited to, labor savings, reduced injuries, customer service; reporting, etc. The analysis shall include operational costs, managerial costs as well as capital and maintenance expenses.. 5. Engineer's Estimate: The Consultant shall submit an Engineer's Estimate for each type of AM[ system determined to be an option for the City. These estimates should be complete, including costs for all needed equipment, support structures, hardware, software and labor, etc, 6. Rationale and Context: In order to understand if and how AMI may be relevant to the City, the study shall establish a baseline to address the following themes: a, The need to ensure security of water supply; b. The requirement to ensure water is allocated and used efficiently; and c. Evolving regulatory and institutional regulations; and d. Any other themes the Consultant determines to be relevant and significant. The Consultant shall use relevant market information, recent and long term rainfall trends, current political developments locally and regionally and other factors that the Consultant finds applicable. The final report Implementation Options The Consultant shall determine a number of options available for implementation of AMI throughout the City. The options shall include basic descriptions of how AMI would be deployed within the City of Santa Ana water network and be used to help create an AMI implementation plan in the future. The options shall also identify any grant, rebate or other alternative funding sources for implementation of an AMI system that the City would be eligible to apply for and obtain. The implementation options shall also address project planning, budgeting and RFP development for acquisition of an AMI system and be specific for the City's needs. The project planning portion of this task shall also determine whether City forces or a contracted vendor would provide the best value towards the project meter replacements and installations. A schedule for implementation of the project shall be developed based upon maximizing the value of the determined rate of return. 8. Recommendations and Conclusions The Consultant shall summarize all conclusions and recommendations found during the study period. Recommendations shell include the optimal AMI system to implement along with the type and brand of water meter to compliment the recommended system, a baseline implementation plan based upon the options identified in task 7, a summary of the financial analysis as well as an estimated phasing schedule for construction. RFP #15 -008 — WMEM CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY SAMPLE AGREEMENT THIS AGREEMENT, made and entered into this_ day of , 2014, by and between , a sole proprietorship (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 XXXXXXXXXXXXXX B. Consultant represents that Consultant is able and Willing to provide such scheduled and on call services to the City. C. On XXXXX, 20XX, the Water Resources Division of the Public Works Agency issued a request for proposals (RFP) for water resources Advanced Metering Infrastructure Feasibility Study. D. In undertaking the performance of this Agreement, Consultant knowledgeable in its field and that any services performed by Agreement will be performed in compliance with such standards expected from a professional consulting firm in the field. represents that it is Consultant under this as may reasonably be 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 work as described in XXXXXXXXXX. The scope of services is attached hereto as Exhibit A and is incorporated by this reference to this Agreement. 2. DELIVERY OF WORK PRODUCT Consultant shall deliver to City all work product which results from the services provided. Said work product shall be submitted in a hard copy and produced in a form compatible with City's computer system, as agreed between the City's Project Manager and Consultant. In regard to material produced as a deliverable under the Agreement, including, but not limited to, books, reports, plans, photographs, drawings, videotapes, and computer programs, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable license throughout the world to disclose, publish, translate, reproduce, and use such materials. COMPENSATION RFP 915 -008 — Advanced Metering Infrastructure Feasibility Study 2 R- 4 a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit 'B .attached hereto and incorporated herein by this reference,. The total sum to be expended under this Agreement shall not exceed $XX,XXX.XX annually 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 heed 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. 4. TERM This Agreement shall commence on the date first written above and terminate XXXX (X) years from said commencement date or upon the depletion of the maximum contract amount as stated in Section 3 above, unless terminated earlier in accordance with provisions below. The term of this Agreement may be extended for up to XXX (X) years upon a writing executed by both parties, including the City Manager and the City Attorney for the City. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. 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 RFP #15 -008 — Advanced Metering Infrastructure Feasibility Study 251135 employer's liability insurance with limits not less than $1,000,000 per accident, -d, Professional Iiab.1IKy (errors and omissions) insurance; with a combined single limit of not less than $1,000,000 per claim. e, The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (1) 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. 7. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, claims), which may arise from or in any manner related (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship and /or materials) or Consultant's presence or activities conducted performing the work (including the negligent and /or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 8. 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 #15-008— Advanced M 2 available sources; (b) is, through no fault of the Consultant disclosed in a publicly available .source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons; To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Facsimile: 714- 647 -6956 Copies to: Public Works Agency- Executive Director City Hall — Ross Annex — 41" Floor 20 Civic Center Plaza (M =21) Santa Ana, California 92702 Facsimile; 714- 647 -5622 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Facsimile: 714- 647 -6515 To Consultant: XXXXXX Attn: XXXXXX XXXXXXXX XXXXX, XXXXX XXXXX Facsimile: XXX- XXX -XXXX A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address, If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. Em Feasibility Study 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the ;terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other Instrument that are ,inconsistent 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. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer; delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. 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. 14. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be 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. 16. PROFESSIONAL LICENSES RFP #15 -008 — Advanced Metering Infrastructure Feasibility Study 2=38 Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and 'required by the laws and regulations of the United States, the State of California; the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of Its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement, 17, 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 Cityfully, 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. Ali Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR DAVID CAVAZOS Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney CONSULTANT: By: XXXXXXX Ryan O. Hodge Assistant City Attorney XXXXXXXX RECOMMENDED FOR APPROVAL: Title FRED MOUSAVIPOUR Executive Director -- PWA RFP #15 -008 — Advanced Study EXHIBIT C CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY 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 Proposals. 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 a total fee to complete the project as described in Exhibit A. The lump sum total fee, as identified hereon, shall be broken down on a separate sheet by employee hourly rates and projected hours to complete the project as described. The fee must be inclusive of all costs, including but not limited to, direct and indirect costs for labor, sub - consultants (as necessary), overhead, incidental supplies, travel, mileage, and fuel; The Consultant shall submit invoices to the City on a monthly basis based upon an employee hourly rate as submitted with this Exhibit. Lump Sum Total Fee for Services as described in Exhibit A, Scope of Services $ Proposer shall attach a ion. LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS BUSINESS ADDRESS PRINTED NAME OF AUTHORIZED AGENT SIGNATURE OF AUTHORIZED AGENT DATE E -MAIL ADDRESS THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP #15 -008 — Advanced Metering Infrastructure Feasibility Study 251140 EXHIBIT D CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ADVANCED METERING INFRASTRUCTURE. FEASIBILITY STUDY REFERENCES 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 paces if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference Customer t Address: Contract Amount: Description of supplies, equipment, or services provided: Reference Customer Name: Address: Contract Amount: Description of supplies, equipment, or services provided: Reference Customer t Address: Contract Amount: Description of supplies, equipment, or services provided: Contact Individual: Phone Number: Facsimile Number: Year: Contact Individual: Phone Number: Facsimile Number: Year: Contact Individual: Phone Number: Facsimile Number: Year: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP #15 -008 — Feasibility Study EXHIBIT E CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY 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 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 nondiscrimination 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 Signed and Printed Name: Title Date THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP #15 -008 —Advanced Metering Infrastructure Feasibility Study 2 f=42 EXHIBIT F CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: The contractor shalt 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. 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. In the event of the contractor's noncompliance 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 Executive 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 by 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. Feasibility Study 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 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. Firm Signed and Printed Name; Title Date THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP #15 -008 —Advanced Metering Infrastructure Feasibility Study 2 8-44 EXHIBIT G CITY OF SANTA ANA BEQUEST FOR PROPOSALS FOR ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY NONCOLLUSION AFFIDAVIT NON- COLLUSION.AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7105) 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 to 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 noncollusion affidavit is part of the proposal. Signing this proposal on the signature; portion thereof shall also constitute signature of this noncollusion affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. State of California, County Subscribed and sworn to (or affirmed) before me on this day of , 20_, by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seat TWIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. EXHIBIT 'H CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY SAMPLE ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92704; its officers, employees; agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds.. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Aria, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective , this endorsement form as a part of Policy # Issued to Named Insured Countersigned by Authorized Representative SAMPLE ONLY RFP #15 -008 - Advanced N 2 RESPONSE TO REQUEST FOR PROPOSAL FOR City of Santa Ana Public Works Agency I ADVANCED METERING INFRAS'I'RUCTRE FEASIBILITY STUDY Table of Contents A. Statement of Qualifications Cover Letter ..................................................................... ............................... on letterhead Firm and Personnel Experience ...................................................... ............................... 4 Black & Veatch Firm 9 Project Organization ....................................................................... ............................... 5 Project Team Qualifications ........................................................ ............................... 5 Previous Project Experience ............................................................ ............................... 6 ProjectPlan ............................................................................................. .............................10 Project Approach and Scope of Services ................................ .............................10 ProjectSchedule ............................................................................... .............................14 Exceptions and Deviations ................................................................ .............................14 B. Exhibit C— Proposers Certification and Proposal Item Pricing This section has been provided underseparate cover. C. ExhibitD — References D. Exhibit E— Proposers Statement E. Exhibit F— Certification of Non - Discrimination by Contractor F. Exhibit G — NonCollusion Affidavit r' Each page of this proposal was printed ' on SO %post- consumer recycled content. BLACK & VEATCH I Table of Contents 251 -48 BLACK & VEATCH MEWL BuIlding a WaIrld dF difference: 26 February 2015 Rodolfo Rosas, PE, Senior Civil Engineer City of Santa Ana Public Works Agency City Corporation Yard, Bldg A 220 S. Daisy Avenue Santa Ana, CA 92703 BLACK & VEATCH COMPANY NAME 11401 LAMAR AVENUE, OVERLAND PARK, KS 66211 +1913 - 458 -2489 1 WELCHRE @BV.COM Subject: Black & Veatch Proposal for Advanced Metering Infrastructure Feasibility Study (RFP# 15 -008 Dear Mr. Rosas and Selection Committee Members: Black & Veatch Corporation (Black & Veatch) appreciates the opportunity to submit this proposal to the City of Santa Ana Public Works Agency (City) in support of your Advanced Metering Infrastructure (AMI) Feasibility Study. We recognize that an AMI solution represents an integral part of the development of a forward- looking strategy for the City as it evaluates opportunities to improve customer service and operational efficiency through the application of smart water technologies. We believe we are the ideal business advisor for this project. Throughout our near 100 -year history, Black & Veatch has provided high - quality consulting services to water, electric, and gas utilities across North America. We bring practical knowledge of current and next generation smart metering /AMI technologies and hands -on experience with water services that include non - revenue water control, asset management, metering, conservation and consumption, and leak detection and mitigation. We are fortunate to have worked with the City on its recent water rate study, and we will leverage the knowledge we have developed and our understanding of the City in the successful execution of this project. Our success with utilities similar to the City and our work throughout the North American water industry make us intimately familiar with the potential complexities, challenges and opportunities of an AMI implementation as it relates to cost savings, service enhancements, customer impacts, and integration with existing businesses and IT components. Supporting our strong presence in the smart metering space is our intense focus on the water utility sector. Our consultants apply skills in project management, change management, business case development, process redesign, and system architecture and integration to water utility business functions that range from engineering to operations to IT. We address detailed business and system requirements as well as the "big picture" of what is needed for a successful, enterprise -wide transformation. In short, the depth of skills and breadth of understanding from Black &Veatch help utilities combine the benefits of smart metering with the outputs of other systems to maximize efficiency for the organization and its customers. Attached you will find our proposed approach to the City AMI Feasibility Study project. Our unique characteristics, summarized as follows, are threaded throughout our attached proposal: -! AMI and Smart Water Expertise. Our success spans the design, deployment, and execution of all phases of smart metering solutions, including strategy creation, business case and roadmap development, procurement management, technology assessment, organizational change management, risk management and mitigation, regulatory compliance, security enhancement, system deployment and integration, and other areas associated with transitioning to next generation technologies. 251 -49 26 FEBRUARY 2015 1 PAGE 2 Industry Specialization. We employ professionals who focus exclusively on utility enabling technology implementation, and water operations and delivery. Our involvement has resulted in a depth of understanding of the full range of issues facing water utilities as well as the potential solutions and tools available to solve them. 25 Public Utility Focus. We attribute our success to our customer- orientated business model, project management experience and credentials, and expansive, relevant technical skills developed over thousands of utility engagements. Our work with publicly owned utilities across North America provides us with a systemic, thorough understanding of the hurdles and benefits that municipalities can experience throughout a smart metering opportunity assessment, business case evaluation, solution selection, and implementation. Established Frameworks. With more than two decades of experience with smart metering planning, design, and implementation, we have developed numerous industry - tested frameworks and methodologies that help ensure consistency, reliability and high quality results. Our professionals use these tools to support a wide range of consulting tasks. H Strong References. Our clients support our claim to provide the type of knowledgeable, independent, objective and efficient services that the City is requesting —and we encourage you to contact them. We believe our combined experience with AMI, utility operations and water services set us apart from our competitors. We organized our approach to the Scope of Services into a work plan that we believe will best achieve the City's objectives and scope of services includes in the RFP. By working closely with the City team, Black & Veatch will deliver a thorough AMI feasibility study that maps the business, customer service and financial value that AMI could potentially offer the City. We will map the costs and benefits associated with the implementation of the current smart metering technologies to the City's specific needs for the future. The following summarizes the tasks detailed in our proposal: 1. Project Planning and Kickoff Identify, clarify and gain consensus on the City's business strategies, goals and objectives, and validate the schedule and plans to perform the project work. 2. Information Gathering and Analysis: Gather and review all relevant information to understand the current situation to construct a basis on which to implement AMI. 3. AMI Opportunity Assessment: Review the City organization and operations and identify the impact AMI would have and how best to implement and leverage AMI solutions for the City and its customers. 4. Technical Infrastructure and Architecture: Identify the specific operational and customer benefits of AMI at the City, analyze the costs associated with deploying an advanced meter solution, and analyze the benefits, costs and impacts of the various vendor technical solutions and capabilities enabled by AMI. 5. Business Case Development: Develop high -level system requirements that accommodate the City's sought after AMI benefits to infrastructure, operations, and business processes 6. Project Design and Implementation: Identify the best practices and implementation recommendations for the City to implement a system -wide AMI project, including how to 251 -50 26 FEBRUARY 2015 1 PAGE 3 engage customers and achieve organizational changes and practices that result in obtaining and realizing the stated benefits in the most efficient manner possible. 7. Final Report and Presentation: Prepare a report that combines the above information and provides a roadmap for the City to implement to achieve a successful AMI initiative. While the structure and order of these tasks varies slightly from that as described by the City in its RFP, Black & Veatch believes that this approach represents best practice based on our experience. We believe the following chart best illustrates how our proposed approach is linked to and achieves the specific items the City requests be performed by its consultant. 'Tasks, 1 Plack 9 Veatch Approach Project Planning and Kickoff 2 Information Gathering and Analysts Project Research 3 AMI Opp ortunit Assessment Project Assessment 4 Technical Infrastructure and Architecture AMISygtemTechnologies 5 Business Case Development Financial Analysis Engineer's Estimate 5 Project Design and Implementation Implementation Options; 7 Final Report and Presentation Rationale and Context Recommendations and Conclusions Black & Veatch's specific capabilities, coupled with our extensive industry qualifications, resources, financial strength and collaborative approach, make us the best choice for the City. We offer a customer focus that is responsive, flexible and easy to work with, and we pride ourselves on our track record of customer success and satisfaction from utilities similar to the City of Santa Ana Public Works Agency. We welcome the opportunity to build on our relationship with the City and look forward to discussing our proposal with you in the coming weeks. Should you have any questions or concerns in the meantime, please do not hesitate to contact Kevin Cornish, Water AMI Consulting Practice Lead, at 510 - 691 -3664) or via email at CornishKCazbv.com. Very truly yours, BLACK & VEATCH CORPORATION 4�p6t Robert E. Welch Vice President 251 -51 City of Santa Ana Public Works Agency I ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY A. Statement of Qualifications As instructed, this section of our proposal contains the information required in the order presented in the City of Santa Ana's RFP# 15 -008 for an Advanced Metering Infrastructure Feasibility Study. COVER LETTER Our Cover Letter for this response is provided on Black & Veatch letterhead and contains the signature of Robert Welch, a Black & Veatch Vice President responsible for our AMI business line. FIRM AND PERSONNEL EXPERIENCE Black & Veatch Firm Profile Black & Veatch is a privately held, employee -owned consulting, engineering, BLACK & VEATCH and construction company with more than 10,000 professionals in 110 offices rounded in worldwide. Founded 100 years ago, our firm serves the water, energy, utility, 191511 0 offices worldwide telecommunications, and government sectors. gross As a $3.613 employee -owned firm, Black & Veatch is on the Forbes list of r"AMUP "America's Largest Private Companies." We have been ranked by Engineering 10,300 stdn,t peofeasionuls News - Record as the industry's No. 1 design firm in Telecommunications, the uY. industry's No. 3 design firm in Power and are consistently in th m'€ e Top 10 in �, � � I 77000 Water. Water, We are also leaders in more than 20 categories among design firms, % z ✓,° � acfive contracts contractors and environmental companies worldwide. Our management consulting business provides comprehensive capabilities across all critical infrastructure sectors, including water, electric, oil and gas markets. We lead smart metering and Smart Grid programs across all phases of the technology lifecycle —from visioning and strategy planning through evaluation, design, procurement, deployment, integration and benefits realization. We take pride in our ability to leverage an objective, in -depth understanding of market trends, technology best practices, and existing vendor solutions, delivery capabilities, and constraints, which we use to educate and empower our clients. As a service - focused provider, we offer holistic technology, process and vendor knowledge to develop the most appropriate plans and strategies for unique business conditions. By specializing in critical infrastructure, Black & Veatch is a trusted source for integrated strategy, process and technology solutions for our utility clients. Capabilities that relate directly to your RFP for an AMI Feasibility Study include more than 25 years of developing AMR and AMI business cases and implementing strategic, detailed, smart meter initiatives to utilities. Our holistic knowledge results from implementing multiple projects, ranging from simple, but effective drive -by AMR solutions, to fully scaled utility AMI integrations. Our engagements include developing business cases, risk management and mitigation plans, regulatory strategy, enterprise architecture design, Smart Grid roadmaps, system deployment and integration, and a host of other services. We have extensive experience in architecting, project managing, and technically guiding Smart Grid programs and projects to successful completion. Our success relies on our customer - orientated business model, project management experience and BLACK & VEATCH I A. Statement of Qualifications 251 -52 City of Santa Ana Public Works Agency I ADVANCED METERING INFRASTRUCTURE FEASIBILITYSTUDY credentials, and our broad and deep relevant technical skills developed over literally thousands of utility engagements. Through our direct experience with the design, development, deployment, and integration of advanced metering and automation solutions with back - office systems, we have developed in -depth familiarity of not only the vendor solutions that currently exist in the marketplace, but also the commitments and obligations of individual vendors from a delivery perspective. Our Smart Grid lifecycle and vendor knowledge are characteristics that, we believe, set us above the competition, and enable us to provide a thorough and proactive scope of services. Project Organization Black & Veatch has assembled a team of professionals in our AMI practice —all highly experienced in water AMI and well versed in the development of feasibility studies, vendor technology evaluation, organizational redesign and financial modeling. The Black & Veatch Project Manager will perform the majority of the onsite work and will act as the key contact /principal agent for the City. The other subject matter expert (SME) resources will be leveraged as appropriate to deliver the full range of information required by the City in its Feasibility Study. We believe that the use of a primary consultant supported by these three individuals with slightly varied, but complementary, knowledge will provide the most efficient, comprehensive and cost - effective approach to this project. This approach also enables the City to benefit from more of Black & Veatch's work for other utilities. As part of project initiation, Black & Veatch will work with the City of Santa Ana to confirm our application of this straightforward approach and to verify that key personnel assignments fully align with your requirements. * WOl sewe aSA$a.dare In Chorge !f /w'hen Pdndpol Agent is unav ftahle Project Team Qualifications Each of our proposed project team members has helped develop water metering feasibility studies, business cases, technology assessment, and organization business process redesign efforts for multiple utility companies. Our history with smart grid, smart metering and smart water infrastructure enables us to develop field - tested analytical tools and frameworks that assess business opportunities, define the strategic value and quantify the financial benefits of AMI. The team proposed to support the City in this effort fully understands the potential impact of AMI on service improvements, customer behavior, financial and operational management and systems integration with an existing water network. Each has performed similar scope for utilities in BLACK & VEATCH I A. Statement of Qualifications 251 -53 City of Santa Ana Public Works Agency I ADVANCED METERING IN ERAS -1 RUCTURE FEASIBILITY STUDY California, and two of them reside in California. Brief biographies are provided below. Due to the 20- page limit, full resumes can be provided upon request. Larry Chalupsky, Water AMI SME, BS, Public Administration /Geography -25 years of experience in a broad range of projects and solutions across water and electric utilities, focused on solutions to public utilities. Blends utility operational knowledge and business acumen with an understanding of the marketplace solutions and the ability to develop sound business opportunity assessments and implementation plans. Kevin Cornish, AMI SME, MBA, Marketing and Telecommunications Management; MS, Electrical Engineering (Power Systems); BS, Electrical Engineering /Computer Science -30 years of experience; served as expert consultant on 20+ AMI programs, including reference projects Miami -Dade Water & Sewer Department and South Central Connecticut Regional Water Authority. Focus areas include business case and strategy development. Frequent author and presenter on topics related to AMI and Smart Grid, including numerous articles related to water AMI. Andrew Chastain - Howley, Water AMI SME, M.Phil., Advanced Materials; M.Sc., Mining Geology; B.Sc., Geology —More than 20 years of experience. Recently presented "A Business Case for AMI: Savings and Benefits' at two symposia held by the California Urban Water Conservation Council; has worked on four continents and on AMI and metering projects across North America, including reference projects Miami -Dade Water & Sewer Department and South Central Connecticut Regional Water Authority. Focus area is water loss management including leak detection solutions, meter asset management and district metering. Deborah Bradbury, Business Process and Organizational Design SME, Prosci Certified —More than 30 years of experience in business process redesign, organizational change management and utility operations. Specializes in the people and process aspects of enabling technology projects and brings professional certification that complements the team in ensuring that the all- important organizational issues are identified. PREVIOUS PROJECT EXPERIENCE More than 100 utilities of all sizes have turned to Black & Veatch for help in defining and implementing improvements to meter reading projects impacting millions of households — across water, electric, gas and combination utilities. Black & Veatch is currently supporting more than a dozen utility AMI initiatives across North America. Some projects are just starting, while others are leveraging recently completed AMI deployments to extract additional value and support operational or customer service improvement efforts. Black & Veatch has been exposed to the range of AMI technologies, variations of deployment issues across multiple environments and the complexities of implementing these initiatives within the utility enterprise. We have also completed numerous water planning projects across North America, and have been integral to the analysis and review of metering changes, water loss management and revenue impacts from AMI systems. Table 1 below lists the projects where we have delivered feasibility studies and other services similar to the scope of work outlined in the RFP as well as other aspects of Smart Water and Smart Grid programs. The client names highlighted in bold below are included as reference projects in the Exhibit D, References, section of this document. Following this, in Table 2, are brief descriptions of the relevant work we have performed for similar utilities in the last 5 years. BLACK & VEATCH I A. Statement of Qualifications 251 -54 City of Santa Ana Public Works Agency I ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY Table 1. Black & Veatch AMI Projects Anaheim Public Utilities ■ Burbank Water & Power ■ Central Maine Power ■ Choptank Electric Cooperative ■ ■ Cobb EMC ■ Corsi ■ Colorado Springs Utilities ■ Columbia Power & Water Systems ■ CPS Energy ■ East Bay Municipal Utility District at ENMAX ■ Entergy ■ ■ EPCOR Utilities ■ ■ FirstEnergy ■ ■ Fort. Collins Utilities ■ ■ Guam PowerAuthority ■ ■ Hawaiian Electric Company (HECO).. ■ ■ Hydro One ■ tt JEA (Jacksonville, Florida) ■ Miami -Dade Water& Sewer Department ■ NV Energy a " Oncor(TXU) ■ Pasadena Water & Power ■ BA PECO IN PEPCO Holdings, Inc. N Portland General Electric ■ PPL Corporation ■ San Antonio Water System (SAWS) F San Diego Gas and Electric rJl N3 SaskPower ILP South Central Connecticut Regional Water Authority E=i ■ ■ Southern Maryland Electric Cooperative 0 E3 FU ■ ■ ■ ■ ■ ■ ■ ■ Springfield City Utilities (MO) 0 FT ■. Wester Energy t'3 F-1 IN ■ ■ IN ■ ■ ■ ■ ■ ■ ■ BLACK & VEATCH I A. Statement of Qualifications 251 -55 ■ ■ ■ ■ ■r ■ ■ ■ ■ ■■ ■r ■ ■r ■ ■ ■.:■ ■ ■ ■ ■ ■ ■ ■ ■:111 ■`. ■ ■ ■ ■ ■ ■ ■ IN ■ r ■ ■ ■ South Central Connecticut Regional Water Authority E=i ■ ■ Southern Maryland Electric Cooperative 0 E3 FU ■ ■ ■ ■ ■ ■ ■ ■ Springfield City Utilities (MO) 0 FT ■. Wester Energy t'3 F-1 IN ■ ■ IN ■ ■ ■ ■ ■ ■ ■ BLACK & VEATCH I A. Statement of Qualifications 251 -55 City of Santa Ana Public Works Agency I ADVANCED METERING INFRASTRUCTORE FEASIBI _lJY STUDY Table 2. Relevant Black & Veatch Projects Performed in Last 5 Years 'ado Springs Supported the utility's Smart Grid initiative ies Previously supported integration of multi -c operations systems. ig, strategy, and architecture lectric, water, and gas) AMR Choptank Electric Performed a Smart Grid Technologies Assessment. Evaluated current status of CEC's Smart Grid Cooperative, MD capabilities and provided recommendations to address both short- and long -term technology and Initiatives. Provided review of potential Smart Grid vendor solutions for future consideration. Cobb EMC GA Supported Cobb in its MDMS Assessment /Selection Project: initially, assessing Cobb's options for meeting MDMS solution requirements and then leading the MDMS development process and vendor selection. CPS Energy, San Black & Veatch began working with CPS energy in 2012 to implement the company's aggressive Antonio, TX Smart Grid Optimization initiative to facilitate wireless, . two -way communication between CPS Energy and its customers and allow for increased energy efficiency and enable greater control and savings for CPS Energy customers, Black & Veatch developed CPS Energy's Grid Optimization Solution Architecture and its Business Release Strategy to provide foundational information for the solution scope, configuration, design and testing, and to serve as foundational Information for program scoping and preplanning, an integrated master schedule, and the release of systems and functionality overtime, respectively. Scope includes an AMI technology solution; DA capabilities to enhance electric distribution operation and reliability; an enhanced MDMS; a data web -based portal for customers to view electric and gas consumption as well as other pertinent energy usage and billing related data; customer engagement marketing; an improved OMS integration; business process as -Is and future state re- engineering support; organizational readiness and change management support; and solution test readiness and test management services. City of Fort Collins Created Technology Roadmap linking the strategic intent of the utility with assetinvestments, - Utilities, CO capital expenditures and O &M. expenses. The analysis and plan included the build out of IT, fiber, water, electric, and related infrastructure assets and was tied to Fort Collins Utilities' successful award of $32M of ARRA Smart Grid Grant Monies.. Providing extensive technical consultation, program management and systems integration for Fort Collins Utilities' SGIG Smart Grid Solution for the deployment of an AM[ system and other technologies including MDMS, Customer Web Portal, DRMS, Direct Load Control,. and Real Time Pricing (RTP) /TOU pricing. Guam Power Providing program management and technical consultation support to Guam Power Authority's Authority Smart Grid Implementation including energy efficiency and DSM, Load control management system (LCMS) implementation, DA, volt /VAR application implementation, and IT integration, Hawaiian Electric Assessed available AMI /smart grid technologies; assessed future technical functionality of DA Company(HECO) and DR applications. BLACK & VEATCH IA. Statement of Qualifications 251 -56 City of Santa Ana Public Works Agency I ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY PROJECT SUMMARY Lincoln Electric Provided consulting services to assist LES with AM[ planning and evaluation This included System reviewing the current state and trends in the market, documenting the required functionality and associated benefits, estimating project cost and schedule, and developing an AM] business case for LES decision - making. PECO, an Exelon Providing program management and consulting for PECO Energy's Smart Grid /Smart Meter Company, PA Program, which includes addressing PA's Act 129 smart meter technology procurement and installation plans, PECO's DOE Smart Grid Investment Grant, and transitioning from Fixed Network AMR to AMI technologies and business processes. Southern Provided a range of smart grid consulting services to SMECO, including: Maryland Electric Strategic assessment of AMI, MDMS, and related technologies Cooperative '- Critical next steps /priorities for an integrated. Smart Grid Strategy and Roadmap (SMECO) ' Business case analysis . AMI,. MDMS, and Systems Integration Requirements and Smart Grid Roadmap DR program design . and regulatory support Overall program integration and management services BLACK & VEATCH I A. Statement of Qualifications 251 -57 Also working with PECO on development of Smart Grid /Smart Meter Operational Command Center. Previously developed integration of PECO's Cellnet AMI Data into OSISoft PI Historian for load management of transformers and secondary mains. Pepco Holdings, Helped PHI define a Smart Grid and Distribution Automation Strategy. The - roadmap leveraged Inc. (PHI), mid- technology convergence, system integration and implementation synergies of smart metering, Atlantic U.S.. distribution and substation distribution SCADA and advanced DIMS applications, demand response and energy management applications, Provided AMI consulting and implementation support, including change management and implementation of our metrics tool, ESlntialT", to support PHI'songoing rollout of smart meters across its operating companies, from meter performance assessment to network optimization to `. assisting with planning of meter rollouts. PPL Corporation, Supported PPL's next generation AMI technology strategy. Evaluated current and future AMI PA and DA requirements and analyzed options for meeting the requirements. San Antonio Providing consulting services for the AMI Initiative to evaluate opportunities to leverage the CPS `Water System, TX Energy AMI system to include SAWS water meter and automation services'. Scope includes -. solution architecture, vendor evaluation, pilot project definition, and business case development.` SaskPower Supported SaskPower in a broad capacity to evaluate business opportunities related to smart metering and smart grid. Created an AMI strategy working document and presented a merged AMI /smart grid vision presentation to the largerT &D Management team. We engaged the organization to identify benefit areas, determine solution requirements, identify broad IT reference models, analyze change management requirements, and develop high -level base designs. Developed the financial model and created an integrated business case for the utility's Board of Directors approval in 2010, as well as a procurement strategy and project plan. Southern Provided a range of smart grid consulting services to SMECO, including: Maryland Electric Strategic assessment of AMI, MDMS, and related technologies Cooperative '- Critical next steps /priorities for an integrated. Smart Grid Strategy and Roadmap (SMECO) ' Business case analysis . AMI,. MDMS, and Systems Integration Requirements and Smart Grid Roadmap DR program design . and regulatory support Overall program integration and management services BLACK & VEATCH I A. Statement of Qualifications 251 -57 City of Santa Ana Public Works Agency I ADVANCED METERING INFRASTRUCTURE FEAS I B I LI'TY STUDY PROJECT PLAN Project Approach and Scope of Services Black & Veatch's approach is to review the City's current situation and requirements, evaluate the results and effectiveness of both the AMR and AMI systems, access the relevant market- leading solutions, evaluate available options and scenarios and recommend the appropriate actions for the City to pursue. Our approach also includes cost of ownership review for the use of each smart meter technology as well as ease of use to include the operation efficiencies gained. Black & Veatch will evaluate, analyze, and recommend the viability of using Smart Meter technologies to improve leakage and pressure management; streamline water distribution operations and maintenance; streamline water quality monitoring; and improve productivity and efficiency through less truck rolls while enhancing customer service. Smart meter technology is a fully integrated set of products, solutions and system that enable water utilities to: -s; Remotely and continuously monitor and diagnose problems, pre - emptively prioritize and manage maintenance issues, and remotely control and optimize all aspects of the water distribution system using data - driven insights. U Provide customers with the information and tools they need to make informed choices about their behaviors and water usage patterns. s -i Provide the cost benefits of using smart meter technologies for production, distribution, meter shop and customer service. Fi Evaluate the use of such technology within the following categories: t, Leakage and Pressure Management - Reduction in leakage levels by precise detection of leaks; predictive modeling to estimate potential future leaks and pressure management; reduce water waste, reduce leakage detection costs, service disruptions and lost productivity. This solution requires the use of flow sensors to gather data, analyze the data using algorithms to detect patterns that could reveal a leak in the distribution system, and provide real -time data on the location of a leak. In addition, pressure sensors and pressure - regulating values can allow for automated feedback and controls to ensure that pressure does not reach a level high enough to cause a pipe burst. Water Quality Monitoring - Automatic water sampling, testing and quality monitoring; reduction in costs from labor and truck rolls for manual sample collection. Distribution Operations and Maintenance - Real -time, automated valve shutoff to facilitate flow redirection and shutoffs; 0 &M related truck rolls. Water Meter - Determine appropriate water meter to purchase based on smart meter requirements. Reduce the number of truck rolls for field activities such as disconnect /connect meter, high bill investigations, and bill adjustments such as underground leaks and pool credits. The approach outlined above provides an overview of the critical tasks we believe will best achieve a successful smart meter program for the City. While Black & Veatch has performed a significant number of similar engagements, each utility has unique issues and circumstances. Each project is tailored to meet the specific needs of the utility; therefore, our approach will be similarly customized BLACK & VEATCH I A. Statement of Qualifications 251 -58 City of Santa Ana Public Works Agency J ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY for the City. Black & Veatch's approach to the development of an AMI Feasibility Study for the City will leverage the significant experience that we have in performing similar work and our deep knowledge of industry best practices. Our proposed approach is comprised of the following seven tasks: 1. Project Planning and Kickoff 2. Information Gathering and Analysis 3. AMI Opportunity Assessment 4. Technical Infrastructure and Architecture S. Business Case Development 6. Project Design and Implementation 7. Final Report and Presentation Task 1: Project Initiation and Kickoff This first task includes refining the project schedule, scope of services and deliverables, as well as identifying the internal City staff and resources that will participate in the various project activities, the timing and scope of their involvement and how to best engage them. It also identifies the existing documentation on the City's systems, business processes and IT architecture, resource management and costs that are necessary to perform the required scope of work. Deliverables: ® Project Plan, defined scope of services, and specific objectives List of requested documentation to be collected or reviewed Task Z: Information Gathering and Analysis This task involves identifying the broad range of information that Black & Veatch would like to obtain to support the work. This task includes the review of the requested information, discussions with City staff and the identification of what is actually available. We will obtain the information for the City and perform a preliminary analysis to identify gaps or missing information that will require further investigation or result in the need to make assumptions based on industry experience. The types of information or documents that may be requested include the following: 41 AMI /enterprise vision, goals and objectives D= Strategic business plans and summaries of strategic City initiatives Prior AMI analysis and business process models, if applicable Organizational chart and overview of departmental responsibilities, including staff associated with meter reading and billing functions Cost information for meter, operational and customer service work processes that will be defined and that will be impacted by AMI �'i Enterprise application architecture designs /diagrams Planned capital projects Current meter equipment (quantities specifying type, volume throughput, size, and age) and any available cost information Leak detection information including previous investigation and plans Field automation plans Data management process and requirements System and customer water usage information BLACK & VEATCH IA. Statement of Qualifications 251 -59 City of Santa Ana Public Works Agency I ADVANCED METERING IN FRASTRUCFU RE FEASIBILITY STUDY IN Maintenance, disaster recovery and IT security plans * Approved equipment vendor list Business process definitions and flows Facility information of City assets that can be leveraged for AMI * Recently completed internal technology assessments * Cyber and physical security documents IT /information system standards, infrastructure, plans and costs (including implementation, and maintenance) Deliverables: V Spreadsheet of information obtained and reviewed Task 3: AMI Opportunity Assessment To gain the maximum value from the use of AMI, it is necessary to understand how the City currently performs various work processes to identify opportunities to improve, modify or eliminate various manual processes. Black & Veatch will examine the meter -to -cash process as well as business processes and work methodology in meter operations, customer service, finance and billing and other key areas. The goal is to develop a comprehensive assessment of the current state on which a future AMI- enabled City water utility model can be developed. Black & Veatch will perform this work by interviewing City personnel. We believe that a single trip to Santa Ana over the course of several days will provide the required opportunity to engage and obtain the necessary information. We will perform any follow -up conversations, or initial discovery conversations with those missed during the visit, via conference calls. The information gathered in this phase will inform the capabilities that the City requires from an AMI solution and form the basis of the financial analysis. Deliverables: _--, Document City's key requirements for AMI "I Identify the core benefits of AMI Task 4: Technical Infrastructure and Architecture Black & Veatch possesses a deep understanding of the Water AMI solutions available in North America —and their respective status or deployment in the market. We will leverage this knowledge and couple it with the information gathered in the previous tasks to identify the potential AMI solutions for the City; consideration of geography, features and capabilities, and ability to integrate into other City initiatives will be discussed. Smart meter technology is often seen as only a metering project. The significant potential for improved customer service, reduced operating costs and improved efficiencies, and improved water management capabilities are frequently overlooked or unrealized. Linking the potential capabilities of AMI solutions to the City's organizational goals helps to frame these perspectives. We find that a short working session for City staff on the current landscape of water AMI vendors, how their solutions differ, and how they are being used is valuable. Deliverables: Overview of Water AMI solutions in the North American marketplace Recommendations for the City on optimum solution needs BLACK & VEATCH I A. Statement of Qualifications 251 -60 City of Santa Ana Public Works Agency I ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY Task S: Business Case Development Black & Veatch will compile the information from the prior tasks and use our established methodologies and industry knowledge to develop preliminary business case analyses. These analyses will focus on impacts to utility costs and consumer behavior, opportunities for improvements to service delivery, and potential improvements in water loss management. The business case development performed here will inform the recommendations ultimately provided. With more than two decades in the utility and automated metering sectors, Black & Veatch will use its established models, frameworks, and templates for AMI strategy, benefits capture, cost forecasting, and business case development to help accelerate the project schedule and confirm the accuracy of our findings, Because we believe that consistency of information is a key component of project success, we will use these developed frameworks to enable full traceability of the chosen solution(s) through requirements and benefits identification; technical specifications; and evaluation criteria and selection. Our established methodologies, processes, tools and frameworks enable us to perform our work in the most cost - effective manner and to optimize the use of City resources and valuable time. Examples of our numerous methodologies include the following: AMI Cost /Benefit Model * AMI Benefits Model and Benchmarks E1 AMI Total Cost of Ownership Business Case Model Deliverables: Total cost of ownership model results that identify the high level costs and benefits of AMI I1 Assumptions and definition of potential AMI project that underlies the analysis Task 6: Project Design and Implementation Based on the information obtained in the previous tasks, Black & Veatch will identify relevant and appropriate options for the City to evaluate that are determined to meet its requirements, support the benefits identified and result in the optimum implementation approach. There are various options available to the City to procure and implement AMI. Procurement options include how to engage the vendor community and the roles of the various service providers and project participants. Implementation planning is critical to help ensure that the replacement of the City's approximately 44,000 meters is performed in a seamless fashion that does not negatively impact customers or operations. And all of this must be done in a way that integrates into City initiatives and operations. We will identify available implementation scenarios as part of the business case development in order to develop base cost scenarios, and this task will help us flush those out in more detail and provide specific recommendations. Task 7: Final Report and Presentation This final task involves assembling the key components of the prior tasks into a comprehensive and coordinated assessment and set of recommendations for the City on the feasibility of AMI and how to implement AMI to its advantage. Black & Veatch will produce a draft report and circulate for internal comment to the core City team that has been engaged in the process to verify that all essential topics are covered and that Black & Veatch has properly interpreted the information provided. Upon revision and finalization of the report, Black & Veatch proposes a meeting be scheduled for Black & BLACK & VEA'rCN I A. Statement of Qualifications 251 -61 City of Santa Ana Public Works Agency I ADVANCED METERING IN FRAsTRUCfURE FEASIBILITY STUDY Veatch and City staff to present the results and recommendations to the appropriate City management and other appropriate stakeholders. Deliverables: FJ Final AMI Feasibility Report W Presentation of Results and Recommendations We are confident that the above approach will result in a complete and effective feasibility study for the City of Santa Ana. Project Schedule Black & Veatch suggests the following project schedule to accomplish the proposed work within the three (3) month timeframe expressed in Addendum #1 to the RFP. We assumed a contract award date of April 7, 2015, based on the RFP with a one (1) week lag from award date to project kickoff meeting. A delay in the award date would delay the schedule start date, but the overall estimates for task completions should not be affected. Contract award Date 7 -Apr Project Planning and Kickoff 14 Apr Information Gathering and Analysis 1 -May AMI Opportunity Assessment 8-May Technical Infrastructure and Architecture 22 -May Business Case Development 5 -Jun Project Design and Implementation 12 -Jun -Final Report and Presentation s 24 Jun Black & Veatch has found that a key determinant of the length of an AMI feasibility study engagement is often the availability of the utility resources. Please note that our proposed project schedule assumes that the key and necessary City resources and information will be available to support the proposed schedule. Additionally, in the event that the project team is able to move more rapidly through the tasks, the project will accelerate accordingly. EXCEPTIONS AND DEVIATIONS Black & Veatch and City of Santa Ana successfully executed a contract dated October 17, 2011 (Referenced Agreement). If Black & Veatch is the successful bidder, we propose to use the Referenced Agreement as a model to create a new contract. Black & Veatch is confident that a mutual agreement can be reached in a timely fashion to meet the needs of the current scope of services identified in your RFP. It is understood that, upon your acceptance of this proposal from Black & Veatch, both parties agree to use reasonable diligence to negotiate a mutually acceptable definitive written contract with respect to the work described in this proposal. However, until we receive a fully executed, mutually acceptable definitive written contract, Black & Veatch will not perform any work on behalf of the City of Santa Ana related to the scope of work proposed herein. BLACK & VEATCH I A. Statement of Qualifications 251 -62 Exhibits 251 -63 EXHIBIT ID CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY 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 Customer Name: Miami -Dade Water & Sewer Address: 3071 SW 38th Ave. Miami, FL 33136 Contract Amount: Confidential Description of supplies, equipment, or services provided: See attached Reference South Central Connecticut Regional Jeffrey Donofrio, Director, SCCRWA Customer Name: Water Author itu Contact Individual: Representative Policy Board Manager Address: 90 Sargent Drive Phone Number: New Haven, CT 06511 Contract Amount: Confidential Description of supplies, equipment, or services provided: See attached Reference Customer Name: Passadena Water and Power Address: 150 South Los Robles Ave, #200 Pasadena, CA 91101 Contract Amount: $150,000 203 - 239 -9828 Faes Wile Ntr Ater Jonofrio@CD- LLP.com Year: 2014 Contact Individual: David Bratzler, Principal Engineer Phone Number: 626- 744 -7460 FaesimNe- Number: DBratzler@CityOfPasadena.net Year: 2011 Description of supplies, equipment, or services provided See attached THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP #15 -008 — Advanced Metering Infrastructure Feasibility Study 2!3j =64 Harold Concepcion, Chief - Retail Customer Contact Individual: Service Division Phone Number: 786 -552 -8358 - Fac,3im{le- Nuff1ber: HAROLDCOmiamidade.gov Year: Present Reference South Central Connecticut Regional Jeffrey Donofrio, Director, SCCRWA Customer Name: Water Author itu Contact Individual: Representative Policy Board Manager Address: 90 Sargent Drive Phone Number: New Haven, CT 06511 Contract Amount: Confidential Description of supplies, equipment, or services provided: See attached Reference Customer Name: Passadena Water and Power Address: 150 South Los Robles Ave, #200 Pasadena, CA 91101 Contract Amount: $150,000 203 - 239 -9828 Faes Wile Ntr Ater Jonofrio@CD- LLP.com Year: 2014 Contact Individual: David Bratzler, Principal Engineer Phone Number: 626- 744 -7460 FaesimNe- Number: DBratzler@CityOfPasadena.net Year: 2011 Description of supplies, equipment, or services provided See attached THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP #15 -008 — Advanced Metering Infrastructure Feasibility Study 2!3j =64 EXHIBIT D, Continued CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY REFERENCES 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 Customer Name: Burbank Water and Power Address: 164 West Magnolia Blvd. Burbank, CA 91502 Contract Amount: -$2M Description of supplies, equipment, or services provided: See attached Reference Customer Name: City of Anaheim Public Utilities Address: 201 Anaheim Blvd, #1101 Anaheim, CA 92805 Contract Amount: Confidential Description of supplies, equipment, or services provided: See attached Reference Customer Name: East Bay Municipal Utility District Address: 375 11th Street Oakland, CA 94607 Contract Amount: Confidential Description of supplies, equipment, or services provided: Contact Individual: Bill Wickersheim, Facility Technology Coordinator Phone Number: 818- 238 -3577 Facslrnllghk�mber: WWickersheim@ci.burbank,ca.us Year: 2008 -2010 Contact Individual: Mark Lopez, Business Information Systems Manager Phone Number: 714 - 765 -4207 Facei+nNe- Number: mlopez@anaheim.net Year 2007 -2010 Contact Individual David Wallenstein, Associate Civil Engineer Phone Number: 510 - 986 -7614 Faeshrrt{efihsmber: dwallens@ebmud.com Year: 2006 -2009 See attached RFP ##15 -008 -- Advanced cture Feasibility Study City of Santa Ana Public Works Agency I ADVANCED ME "I "ERING INFRASIRUOURE frASIBIUTY STUDY Supplement to Exhibit D: References Miami -Dade Water & Sewer Developing a strategy for the application of smart metering technologies for Team Member Role: Kevin Cornish, MDWASD as it migrates from manual metering to AMI, along with transitioning Andrew Chastain- Howley to monthly billing, and implementing operational efficiency and customer service Chastain - Howley, AMI Consultant improvement programs. The feasibility study and roadmap includes financial analysis, technical review, organizational design, procurement and implementation approach and other issues related to the successful implementation of AMI. South Central Connecticut Assisted the policy review board with review and analysis of the benefits, risks Regional Water Authority and uncertainties and implementation considerations with SCCRWA's proposal to Team Member Role: Kevin Cornish, implement AMI across its service territory. Scope included the review and Andrew Chastain- Howley assessment of the SCCRWA's internal proposal and third -party developed feasibility study and the presentation of observations and recommendations at the SCCRWAS RPB meeting. Pasadena Water and Power Performed strategic assessment for AMI, meter data management and related smart grid technologies. Reviewed, evaluated and recommend the IT enterprise Team Member Role: K. Cornish, AMI infrastructure necessary to support smart communication and promote customer Consultant engagement across the PWP service territory. Delivered high -level enterprise architecture strategy and roadmap; identified major gaps, improvement areas and priorities; and delivered recommendations for an action plan. Burbank Water and Power Supported BWP's Meter Data Management (MDMS) initiative, providing visioning and strategic planning, enterprise architecture, integration requirements and technical and functional requirements specifications. Worked as an integral member of project team to support the delivery of the integrated MDMS. Performed strategic assessments of BWP's current and planned technologies and their usages, including AMI and MDM, CIS, billing, work /asset management, GIS, distribution management /SCADA and DIMS technologies. City of Anaheim Public Utilities Assisted Anaheim in acquiring a MDMS as an integral component of the larger AMI strategy. Provided visioning and strategic planning, enterprise architecture, integration requirements, technical and functional requirements specifications, proposal evaluation framework and process, technical assessments and total cost of ownership analysis, and vendor demo requirements and facilitation. Also worked as an integral member of the Anaheim management and project team to support delivery of the integrated MDMS. East Bay Municipal Utility Provided expert analysis of Round Hill and Holly pressure zones to evaluate the District effectiveness of AMR /AMI systems, and data analysis and integration within the Team Member Role: Andrew East Bay MUD service area. The goal was to evaluate the operation of two AMR Chastain - Howley, AMI Consultant systems and the nature of lost water due to factors such as distribution or customer -side leaks, meter error or flushing. The project included the first near real -time analysis of a fully metered district area in North America to determine water losses. The project reviewed successes and problems with the metering infrastructure, meter interface units and web interfaces. 251 -66 EXHIBIT E CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUD`( 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 proposers 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 nondiscrimination 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 Black & Veatch Corporation Signed and Printed Name: Title Vice President Date February 25, 2015 Robert E. Welch THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL, PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. Ij�e( jn.Ostructure Feasibility Study CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY 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 noncompliance 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 Executive 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 4 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 by 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. 2 $. Pursuantto California Labor Code Section 1735, as added by Chapter 643 Stats. 1039, and as amended, no discrimination shall be made in rthe employment of persons because of race, religious creed, color national origin, ancestry, physical handicaps,'mental condition, marital status, or sex 'of such persons, except as provided in Section 1420, and any contractor violating this section is subject to all the penalties imposed for a violation of the chapter. Firm Black & Veatch Signed and Printed Nam Title Vice President Date February 25, 2015 Robert E. Welch - A TI I I'M 01 MKIIA III s M r• • * =. RPP #15 -008 — Advanced 251 -70 a EXHIBIT C CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY 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 Proposals. 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 a total fee to complete the project as described in Exhibit A. The lump sum total fee, as identified hereon, shall be broken down on a separate sheet by employee hourly rates and projected hours to complete the project as described. The fee must be inclusive of all costs, including but not limited to, direct and Indirect costs for labor, sub - consultants (as necessary), overhead, incidental supplies, travel, mileage, and fuel. The Consultant shall submit Invoices to the City on a monthly basis based upon an employee hourly rate as submitted with this Exhibit. Lump Sum Total Fee for Services as described in Exhibit A, Scope of Services $ 50,000.00 Proposer shall attach a separate houriy rate schedule with hourly rates for staff per job classification. See attached. Black & Veatch 11401 Lamar Avenue, Overland Park, KS 66211 BUSINESS ADDRESS OF AUTHORIZED AGENT 1- 913 - 458 -2000; 913 - 458 -2030 (f) Vice President 5 DATE E -MAIL A THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. _ — PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE__ RFP #15 -008 — Advanced Metering Infrastructure Feasibility Study Page 18 251 -72 City of Santa Ana Public Works Agency ( ADVANCED METERING INFRASTRUCTURE FEASIBILITY STUDY Supplement to Exhibit C: Proposers Certification and Proposal Item Pricing As instructed on Exhibit C of RFP #15 -008 for Advanced Metering Infrastructure Feasibility Study, this page contains a break -down of Black &Veatch's lump sum total fee ($50,000) by employee hourly rates and projected hours to complete the project as described. This fee is inclusive of all costs, including but not limited to, direct and indirect costs for labor, sub - consultants (as necessary), overhead, incidental supplies, travel, mileage and fuel. We agree to submit invoices to the City on a monthly basis based upon an employee hourly rate as submitted with this Exhibit. HOURLY RATE SCHEDULE Larry Chalupsky Principal Consultant $265 110 $29,150 'Kevin Cornish, PE Executive Consultant $310 S $2,480 Andrew Chastain - Howley, Senior Consultant $310 16 $4,960 Deborah Bradbury Principal Consultant $265 32 $9,480 The total estimated labor costs are $45,070 with the additional $4,930 being travel expenses for the trips identified below. TRAVEL AND OTHER COSTS Travel costs are included in the lump sum bid for this work, given the assumptions below: One (1) on -site kickoff meeting with two Black & Veatch personnel attending, One (1) series of on -site information gathering meetings held on consecutive days, attended by one or two Black & Veatch resources. One (1) on -site final report delivery and presentation meeting with two Black & Veatch resources. All other meetings, discussions, updates and preliminary report discussions will be held via conference call. BLACK & VEATCH I FxhiHitC Ratm S,' ,dine 251 -73 251 -74 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 5, 2015 TITLE: FISCAL YEAR 2014 -15 THIRD QUARTER GENERAL FUND UPDATE — REVENUES AND EXPENDITURES (ACTUALS VERSUS PROJECTIONS) {STRATEGIC PLAN NO. 4, 2 b} CITY MA AGER RECOMMENDED ACTION Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 at Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER The City continues to receive positive news regarding its revenue and management of General Fund expenditures. For the third quarter period (July 2014 — March 2015), total General Fund revenues exceeded budgeted projections by approximately $3.9 million or 3 %. This is largely due to increases in the City's top six revenue sources: Sales Tax, Property Tax, Utility Users Tax, Property Tax In -Lieu of VLF, Business License and Hotel Visitors Tax. We are confident that the City is on target to meet Sales Tax projections due to strong growth in various economic segments such as restaurants /dining and the sale of new automobiles. In addition, Santa Ana continues to experience growth in property values which has translated into higher median home pricing. As a result, the City is in receipt of higher than projected property tax receipts by approximately $1.0 million or 5.4 %. The positive economic climate is reflected in higher than projected Business License Tax by approximately $0.6 million or 7.5% as well as increased occupancy rates for the City's hotels resulting in the City receiving higher than projected Hotel Visitors Tax by approximately $0.7 million or 13.2 %. The largest contributor to the City's positive performance is the City's Utility Users Tax. The overwhelming voter approved measure that was passed with a 75% approval rating included lowering the tax from 6% to 5.5 %, eliminating the annual $11,000 cap, and modernizing the Utility Users Tax language. The City is experiencing a resurgence in Utility Users Tax revenue due to increased demand for utility services. Additionally, Utility Users Tax revenues have now exceeded third quarter estimates by $1.2 million or 7.6 %. 29A -1 FY 2014 -15 Third Quarter Projections versus Actuals of General Fund Revenues and Expenditures May 5, 2015 Page 2 Furthermore, City Departments continue to implement elements of innovation and efficiency. These efforts have allowed departments to evaluate their respective operations in order to streamline existing processes through technology and as a result lower than projected general fund expenditures have been incurred totaling approximately $3.3 million or 2.2 %. It is important to emphasize that all budgeted expenditures are allowed and no department has been asked to reduce services or budgeted expenditures. The combination of these positive revenue and expenditure trends indicate the City is on target to achieve a projected year -end surplus totaling approximately $10 - $12 million. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #4, City Financial Stability, Objective #2 (Provide a reliable five -year financial forecast that ensures financial stability in accordance with the strategic plan), Strategy B (Provide quarterly updates on the City's financial forecast to ensure revenues and expenditures reflect the most up -to -date information and analysis). FISCAL IMPACT There is no fiscal impact associated with this item. Exhibit 1.Third Quarter Projections vs. Actuals of General Fund Revenues and Expenditures 29A -2 I�t N 00 N Lr) m 00 O 00 M N � O N rI 00 M It M U cc O u) m C 00 O N 00 110 r j C m m T 00 ri N Ln r rI E O LL -k V)- V)- N � C v � v v Q x w O � O ja 29A -3 t X W — lilt n 00 ri (N r- m 00 0) Ln Lf1 Ol r� Lrl N Ln lD 00 m N r- O 00 m O O d- t.0 r- N • It N L(1 00 61 00 00 of of rl� rn r-, Ln m rH r--q 00 t/) rI Ql r- N- dl Ln r-I Lf1 Ql n O r, Lit N M rl rI O cr N l0 N - lD m r� N r I 00 m m N N d' �t 00 dl 00 m N, Lr Ol i c-I rl rl i -I - • �c- LL J 0 iF 3F ro :3 • * X F-- X 6 N i • ru J U r T J O Q N i N N 7 0 N m = • Q O d 29A -4 Ln c'I O N ri M U O ri O N ri _>1 O i LL N REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 5, 2015 TITLE; AGREEMENT WITH THE COUNTY OF ORANGE AND RESOLUTION RELATED TO THE PURCHASE OF EQUIPMENT FOR THE COUNTY OF ORANGE 800MHZ RADiO SYSTEM (STRATEGIC PLAN NO. 1, 2) CITY MANA ER� RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ® As Recommended 0 As Amended ❑ Ordinance on 1'' Reading ❑ Ordinance on 2ntl Reading 0 Implementing Resolution Set Public Hearing Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an Amendment to the Joint Agreement for the Operations, Maintenance and Financial Management of the Orange County 800 Megahertz Countywide Coordinated Communications System, subject to non - substantive changes approved by the City Manager and City Attorney, which provides for the management and governance of the 804 Megahertz (800 MHz) Countywide Coordinated Communications System, 2. Adopt a resolution authorizing the City Manager or the Executive Director of Finance to enter into an equipment lease- purchase agreement with Motorola Credit Corporation and Motorola Solutions, Inc, for the purchase and financing of equipment necessary to implement the 800 MHz system upgrade for P25 compliance in the amount of $4,867,659, and execute any assurances end /or documents required for said agreement. In 1995, Orange County City Managers and Orange County Agencies formed a Joint Powers Authority to collectively implement the current 800 MHz Countywide Coordinated Communications System (CCCS) that Is being used by County and City Law Enforcement, Public Works agencies, and Fire Services. A Joint Agreement to determine the operations, maintenance and financial management of the CCCS was executed and In November 2001, the County of (Orange (County) completed the 800 MHz CCCS implementation on behalf of these Orange County agencies. The 800 MHz communications system allows all police, fire, public works, and marine safety agencies in Orange County to share a common radio system, yet provides agencies with their own dispatch and tactical channels, The unique capability of 800 MHz interoperable communications system provides communications amongst the various county and municipal disciplines during major mutual aid incidents. The 14 year old backbone 55A -1 Agreements with County of Orange, Motorola Solutions, Inc. May 5, 2015 Page 2 infrastructure today, along with agency owned equipment and dispatch consoles has reached its end of life, and a systematic replacement of obsolete equipment is scheduled over the next four fiscal years. Funding for the system is accomplished through a partnership with participating Orange County agencies. Annual inventory of subscriber units is completed by agencies and submitted to the County to determine agencies' cost allocations. The 800 MHz backbone infrastructure project financing agreement will be presented to the City Council at an upcoming meeting for consideration. Console and Radio Eauipment Currently, Police Communications operates seven radio dispatch consoles within the Emergency 911 Operations Center. These dispatch consoles have been discontinued and will not support the technical and operational requirements of the "Next Generation" 800 MHz system. The existing Gold Elite Console equipment will be replaced with an IP based Motorola MCC7500 model that will provide console priority and support the "Next Generation" radio system while maintaining all features and functions. Motorola Solutions provides the only equipment that is compatible with the 800 MHz system. Santa Ana Police dispatch consoles are scheduled for replacement in January 2016. The replacement cost for seven dispatch consoles will be $600,482 (principal and interest costs). Approximately 78% of current City owned subscriber radio equipment are obsolete and require replacement. These legacy radios cannot be upgraded and will not be compatible with the new Project 25 (P25) radio system, however a small portion of equipment may only require a software upgrade. Equipment replacement includes portable and mobile radios, along with base radio control stations. Portable radios, both the Motorola APX6000 utilized by public safety and the Motorola APX4000 utilized by other City agencies, allow users the flexibility of a portable radio that can be carried while performing their assigned duties. The Astro Spectra mobile radios are affixed within various City vehicles for use by public safety and participating City agencies, The current Astro Spectra Base Radio is obsolete and can no longer be repaired. Thus, when the system backbone is upgraded to Project 25 (P25) standard during FY 2018 -19, all subscriber radios must be P25 capable. Administered by the Telecommunications Industry Association, P25 is the standard for the manufacturing of interoperable digital two -way wireless communications products. Equipment today must demonstrate compliance with the P25 standard to meet the current best practice needs and ensure compatibility with other P25 equipment. The total replacement cost of City (Police, Planning, Parks and Recreation, Public Works and Finance Management Services Agency) owned portable and mobile radios, base control stations and flash upgrades to equipment is 2,679,077 (principal and interest costs). 55A -2 Agreements with County of Orange, Motorola Solutions, Inc. May 5, 2015 Page 3 Hot Red Radio's Orange County Law Enforcement agencies have long benefited from a unique capability to monitor the Orange County Law Enforcement Channel known as "Red Channel ". The Hot Red radio receiver installed in all front -line law vehicles allows for officers to monitor Red channel at all times, regardless of what channel they have selected as their primary channel . This allows an officer to listen to emergency traffic from other agencies such as crime broadcasts or pursuits while still communicating with Santa Ana Police dispatch. This capability requires a unique configuration of radio equipment that is not available in any other off -the -shelf arrangement, and is a proprietary system designed by Motorola, Inc. Motorola has extended a 50% discount off the list price to agencies, if purchased prior to December 31, 2015. The discounted replacement of the Hot Red Radio is $1,588,100 (principal and interest costs). Determination of City Inventory Count In determining the equipment needs for each City agency, an inventory of current equipment was based on radio counts maintained by Orange County Communications, Agencies identified their future operational needs as follows: Agency Consoles Base Radio Mobile Portable Agency % of total Control Stations Radios Radios Totaic Rarlina Police De artment 7 _ 8 208 527 750 81% Public Works 0 _ 2 _ 30 42 74 8% Planning & Building 0 0 0 51 51 66/o Parks & Recreation _0 0 5 10� 15 2% Finance Parking _ 0 0 0 1 1 1% Finance Fleet 0 1 3 4 8 2% TOTAL RADIUS: 899 The total amount of radios for each agency as a percent of the total radios for the City is an element to determine costs assessed to City agencies. Specifically, the following equipment costs were solely allocated to the Police Department: Hot Red Radio's, Base Radio Control Stations and Console Equipment, which amount to 90% of total project costs. The remaining project costs totaling 10 %; portable and mobile radios, base radio control stations were allocated based on the total number of radios for each department divided by the total number of non - Police Department radios. In September 1995, the County entered into an Agreement with Motorola, Inc. to supply the 800 MHz Countywide Coordinated Communications System to all Orange County agencies. Motorola equipment is capable of encrypted voice transmissions, which are utilized continuously by the Police Department. This highly complex and critical system is a proprietary product created and 55A -3 Agreements with County of Orange, Motorola Solutions, Inc. May 5, 2015 Page 4 serviced solely by Motorola. Thus, only Motorola can supply the appropriate equipment and expertise to integrate the replacement equipment into the existing City 800 Mhz radio operations. Additionally Motorola, through an agreement with Orange County Communications, has agreed to offer agencies discounted prices on radio equipment. And thus, it has been recommended to the City that participating agencies should participate in a bulk purchase of mobile and portable radios prior to fiscal year 2016 -17 to take advantage of the discount pricing offered directly from Motorola, the manufacturer of the equipment. Financing of Proiect As noted, the 800 MHz project consists of Console and Portable Radio equipment along with Hot Red Radio's. Recommendation is made for Motorola to finance the equipment portion costs for the project as a result of providing the City flexible financing and competitive rate options. Specifically, Motorola has deferred both the first annual debt service payment and interest for one year (July 15, 2016). Additionally, Motorola has proposed financing the purchase of the equipment lease for ten years beginning on July 1, 2016 for an annual interest rate of 3.12 percent and total payments not to exceed $4,867,659 (principal and interest). The City also will not incur any additional borrowing costs as a result of entering into a capital lease agreement with Motorola. A comparative analysis was conducted between financing options provided from both Motorola and Holman Capital Corporation. The analysis disclosed Motorola proposed a lower interest rate option (when calculating the interest free for one year) and flexibility in deferring payment on the capital lease until July 2016. As a result, the financing option proposed by Motorola will result in lower total payments (principal and interest) incurred by the City for the purpose of financing the equipment related costs for the project (see Table A below). Table A 55A -4 Motorola Principal (P) Interest (I) Total Cost (P &I) Consoles 525,200 75,282 600,482 Hot Reds 1,389,000 199,099 1,588,100 PD Portables and Mobiles 1,919,111 275,085 2,194,196 Public Works, Planning, PRSCSA and FMSA Portables and Mobiles 424,092 60,789 484,881 Total - Principal (P) _ 4,257,403 - -- -- Total - Interest (1) _ 610,255 Total Cost (P & 1) 4,867,659 55A -4 Agreements with County of Orange, Motorola Solutions, Inc. May 5, 2015 Page 5 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1, Community Safety; Objective #2 (Broaden communications, information sharing and community awareness of public safety activities). FISCAL IMPACT Funds for the balance of the lease beginning in fiscal -year 2016 -17 thru fiscal year 2024 -25, in the amount of $486,765.81 will be budgeted on an annual and allocated basis in the following funds and accounts: • Police Department for the amount of $438,277.72 (account no. 01114465- 67200) • Planning and Building Agency for the amount of $16,596.59 (account no. 01116500- 67200) • Parks Recreation Community Services agency for the amount of $4,881.35 (account no. 01113200 67200) • Public Works Agency for the amount of $24,081.33 (various accounts). • Finance and Management Service Agency for the amount of $2,928.81 (account no 07510100 67200 for $2,603.39, and account no. 02710131 67200 for $325.42). Carlos Rojas Chief of Police Santa Ana Police Department A Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency APPROVED AS TO FUNDS AND ACCOUNTS: - �k L\ja nL :"aim. Francisco Gutierrez 5� Executive Director Finance and Management Services Agency Z -� Vince Fregoso, AICP Interim Executive Dire`Gtar, -- Planning & Building Agency 55A -5 Agreements with County of Orange, Motorola Solutions, Inc. May 5, 2015 Page 6 Public Works Agency SV /RC /TH Exhibit 1. Joint Agreement Amendment with Orange County Exhibit 2. Lease Purchase Agreement — Motorola Solutions, Inc. Exhibit 3, Motorola P25 Migration Agreement Exhibit 4. Resolution 'P�PM AMENDMENT TO JOINT AGREEMENT FOR THE OPERATION, MAINTENANCE AND FINANCIAL MANAGEMENT OF THE ORANGE COUNTY 800 MEGAHERTZ COUNTYWIDE COORDINATED COMMUNICATIONS SYSTEM THIS AMENDMENT ( "Amendment ") is entered into on _, 2015 by and between the Parties listed on Exhibit A, attached hereto, which a sometimes individually referred to as "Party" or collectively referred to as the "Parties." RECITALS A. On November 23, 2004, the Parties executed that certain document entitled Joint Agreement for the Operation, Maintenance and Financial Management of the Orange County 800 Megahertz Countywide Coordinated Communications System ( "Agreement "), which provides for the management and governance of the 800 MHz Countywide Coordinated Communications System ("800 MHz CCCS "). B. The 800 MHz CCCS requires significant enhancement in order to extend the life of the system. C. Pursuant to Section 15.10 of the Agreement, the Governance Committee and the County have developed a long -range implementation plan to extend the CCCS, and have developed a scope of work, which includes all the activities, infrastructure and project schedule information for fiscal years 2014 -19 described on Exhibit B, attached hereto ( "System Extension "). D. The Governance Committee and County have also developed the overall estimated cost of the System Extension, including each Party's estimated funding share by fiscal year described on Exhibit C, attached hereto. E. A Party's funding plan for the System Extension may consist of one or more of the following: 1) a Party's cash contribution, 2) a Party or a group of Parties financing all or a portion of the System Extension through the issuance of tax exempt bonds or other public financing mechanisms, and /or 3) a Party or group of Parties financing all or a portion of the System Extension through the County approved System Extension vendor. F. The Parties desire to amend the Agreement to provide their commitment to the System Extension and describe their implementation and funding obligations. G. This Amendment has been approved by the Governance Committee. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: Exhibit B Page 1 of 11 55A -7 1. Implementation Obligations. The Parties hereby commit to fund and implement the System Extension as described on Exhibit B and Exhibit C. a. California Environmental Quality Act ( "CEQA" ). The County shall be the lead agency for purposes of CEQA and shalt obtain all necessary approvals for the System Extension. b. Party Share. The Parties intend to implement and fund the System Extension over several years beginning in fiscal year 2014 -15 through fiscal year 2018 -19. Each Party is responsible for its fair share contribution to the System Extension. The total estimated budget for the System Extension and each Party's fair share contribution is depicted on Exhibit C ( "Cost Share "). A Party's Cost Share is determined by the number of subscriber radios used by the Party on the CCCS, as well as the Party's proportionate share of the System Extension dedicated to System Backbone. Each Party shall pay its total Cost Share in five fiscal year payments beginning in fiscal year 2014 -15 through fiscal year 2018 -19 in accordance with the procedures in Subsection (c) below. Each Party acknowledges that its Cost Share for the System Extension is an estimate and is expressed as a not to exceed amount. Each Party's Cost Share will be based on an actual quote by a third party vendor who will perform the System Extension under a contract or series of contracts approved and managed by the County ( "Contractor "). A Party's actual Cost Share amount will be determined prior to the beginning of each fiscal year in which it is due and will be based on the Contractor's scope of work for the respective fiscal year. Therefore, the Cost Share depicted on Exhibit C may change, and may be periodically updated by the Parties to reflect any changed equipment or authorized System Extension modification expenses. C. Invoicing & Payment. 'The County will calculate the actual Cost Share amount due the following fiscal year, and will invoice each Party by July 1. Each Party shall pay its respective Cost Share to the County within thirty (30) days of the start of the fiscal year. A Party is exempt from the payment procedures of this Subsection Lc for the relevant fiscal year if it has: i. Executed a binding agreement with the County approved Contractor, agreeing to pay or finance its Cost Share through the Contractor directly, or ii. Executed a binding agreement with the County agreeing to jointly finance its Cost Share. d. Cost Share Responsibility. Upon execution of this Amendment, each Party is responsible for its actual Cost Share regardless of the form and manner of payment described herein, such that the Party cannot terminate its Cost Share obligation for any reason. In the event of a withdrawal from the system in accordance with Section 20 of the Agreement or in the case of a default for failure to pay its Cost Share in accordance with this Amendment, each Party remains obligated to pay to County the Party's outstanding Cost Share as that obligation becomes due. Should any Party fail to pay its respective Cost Share when due, the County shall take action as is appropriate to obtain such payment. Nothing herein shall be construed as the County's exclusive remedy for the remediation of defaults by a Party or Parties, Page 2 of 11 '• • and the County reserves the right to pursue any and all available rights and remedies at law or in equity. e. County Trust Account. The County shall deposit all Cost Share contributions into a trust account that is managed solely for the purpose of the System Extension. 2. System Extension Administration. The Orange County Sheriff - Coroner Department /Communications & Technology Division shall administer all agreements for the System Extension, and regularly report such progress to the Governance Committee. 3. Participating Agencies. The Parties hereby update the list of Participating Agencies described on Exhibit D, attached hereto, which shall replace in its entirety Exhibit C of the Agreement. Participating Agencies wilt continue to contribute to overall backbone costs through the payment of a separate and established entry fee for every radio added to the system. 4. Capitalized Terms. Any capitalized terms not defined herein shall have the meanings set forth in the Agreement. 5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. 6. Full Force. Except as expressly set forth herein, the Agreement shall remain unmodified and in full force and effect. Page 3 of 11 55A -9 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above. THE COUNTY OF ORANGE, apolitical subdivision of the State of California By: Chairman of the Board of Supervisors SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD By: Clerk of the Board of Supervisors County of Orange, California APPROVED AS TO FORM: COUNTY COUNSEL IN [CITY SIGNATURE BLOCKS TO BE INSERTED Page A of 11 55A -10 ATTTST: MARIA HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Laura A. Rossini Senior Assistant City Attorney RECONENIENDED FOR APPROVAL,: Carlos Rojas Chief of Police CITY OF SANTA ANA DAVID CAVAZOS City Manager 55A -11 EXHIBIT A PARTIES TO THE AMENDMENT Page 5 of 11 55A -12 RESPONSIBLE ADDRESS PHONE # ENTITY ADMINISTRATOR Aliso Viejo City Manager 12 Journey, Suite 100 949/425 -2512 Aliso Viejo, CA 92656 -5335 Anaheim City Manager 200 S. Anaheim Blvd. 714/765 -5162 Anaheim, CA 92805 City Manager 1 Civic Center Circle 714/990 -7770 Brea Brea, CA 92821 -5732 _ Buena Park City Manager 6650 Beach Blvd. 714/562 -3550 Buena Park, CA 90620 Costa Mesa City Manager 77 Fair Drive _ 714/754 -5328 Costa Mesa, CA 92626 Cypress City Manager 5275 Orange Avenue 714/229 -6688 Cypress, CA 90630 Dana Point City Manager 33282 Golden Lantern, Suite 203 949/248 -3513 Dana Point, CA 92629 Fountain Valley City Manager 10200 Slater Avenue 714/593 -4410 Fountain Valley, CA 92708 City Manager 303 W. Commonwealth Ave 714/738 -6310 Fullerton Fullerton, CA 92832 Garden Grove City Manager 11222 Acacia Parkway 714/741 -5100 Garden Grove, CA 92840 Huntington Beach City Administrator 2000 Main Street 714/536 -5575 Huntington Beach, CA 92648 City Manager 1 Civic Center Plaza 949/724 -6246 Irvine Irvine, CA 92623 -9575 201 E. La Habra Blvd, La Habra City Manager 562/905 -9701 La Habra, CA 90633 Page 5 of 11 55A -12 Page 6 of 11 55A -13 RESPONSIBLE ENTITY ADMINISTRATOR ADDRESS PHONE # La Palma City Manager 7822 Walker Street 714/690 -3333 La Palma, CA 90623 Laguna Beach City Manager 505 Forest Avenue 949/497 -0704 Laguna Beach, CA 92651 Laguna Hills City Manager 24035 El Toro Road 949/707 -2610 Laguna Hills, CA 92653 Laguna Niguel City Manager 27801 La Paz Road 949/362 -4300 Laguna Niguel, CA 92677 Laguna Woods City Manager 24264 El Toro Road 949/639 -0525 Laguna Woods, CA 92653 Lake Forest City Manager 25550 Commercentre Drive 949/461 -3410 Lake Forest, CA 92630 Los Alamitos City Manager 3191 ICatella Avenue 562/431 -3538 Los Alamitos, CA 90720 ext. 201 Metro Cities Fire 201 S. Anaheim Blvd. Suite 302 Authority Manager Anaheim, CA 92805 714/765 -4077 Mission Viejo City Manager 200 Civic Center 949/470 -3051 Mission Viejo, CA 92691 Newport Beach City Manager 100 Civic Center Drive 949/644 -3000 Newport Beach, CA 92660 Orange City Manager 300 East Chapman Ave. 714/744 -2222 Orange, CA 92866 Orange County Fire Fire Chief 1 Fire Authority Road 714/573 -6010 Authority Irvine, CA 92602 Orange, County of CEO 333 W, Santa Ana Blvd. 714/834 -6200 Santa Ana, CA 92701 Page 6 of 11 55A -13 Page 7 of 11 55A -14 RESPONSIBLE ADDRESS PHONE # ENTITY ADMINISTRATOR City Administrator 401 East Chapman Ave 714/993 -8117 Placentia Placentia, CA 92870 _ Rancho Santa City Manager 22112 El Pasco 949/635 -1800 Margarita g Rancho Santa Margarita, CA 92688 ext. 210 100 Avenida Presidio San Clemente City Manager 949/361 -8322 San Clemente, CA 92672 San Juan Capistrano City Administrator 32400 Paseo Adelanto 949/443 -6317 San Juan Capistrano, CA 92675 Santa Ana City Manager 20 Civic Center Plaza 714/647 -5200 Santa Ana, CA 92701 211 8th Street 562 /431 -2527 Seal Beach City Manager Seal Beach, CA 90740 ext. 300 7800 Katella Avenue 714/379 -9222 Stanton City Manager Stanton, CA 90680 -3162 ext. 240 City Manager 300 Centennial Way 714/573 -3010 Tustin Tustin, CA 92780 17855 Santiago Blvd, Villa Park City Manager 714/998 -1500 Villa Park, CA 92861 West Cities Police West -Comm 911 Seal Beach Blvd. _ 562/594 -7243 Communications Administrator Seal Beach, CA 90740 8200 Westminster Blvd. 714/898 -3311 Westminster City Manager Westminster, CA 92683 ext. 402 Yorba Linda _ City Manager 4845 Casa Loma Avenue 714/961 -7110 Yorba Linda, CA 92886 Page 7 of 11 55A -14 GENERAL DESCRIPTION OF SYSTEM EXTENSION AND PROJECT SCHEDULE 1.0 Overview The System Extension plan will focus on extending the life of the existing CCCS radio system by systematically replacing end-of-life equipment in strategic phases culminating in an upgrade to P25 compliance with the goal of continuing to provide quality radio communications to the law, fire, lifeguard and public works agencies in Orange County. 2.0 Description of System Extension 2.1 System Backbone — Radio infrastructure equipment that is at or near the end of its expected life will be directly replaced with the current version of the same equipment that will maintain all existing features and fimotionahties and is able to work with the existing backhaul network. Specifically, this will involve the replacement of 565 +existing Quantar radio base stations and ancillary equipment at 25 radio sites with 800 MHz 3600 baud GTR8000 base stations and ancillary equipment. This will be accomplished in accordance with the following schedule: System Backbone schedule: Northwest Cell = 24 Quantars replaced in 2015 Southwest Cell = 40 Quantars replaced in 2015 Laguna Cell = 33 Quantars replaced in 2016 Moorhead IR Site = 8 Quantars replaced in 2016 North Cell = 105 Quantars replaced in 2016 South Cell = 135 Quantars replaced in 2017 Crystal Cove IR Site = 4 Quantars replaced in 2017 Countywide Cell = 210 Quantars replaced in 2017 Carbon Canyon IR Site = 3 Quantars replaced in 2017 Silverado IR Site = 3 Quantars replaced in 2017 2.2 Law Enforcement Dispatch Consoles — Police Dispatch Gold Elite consoles will be out-of-service by the vendor in 2018 and will need to be replaced prior to 2018 to maintain the existing console priority feature once the system is upgraded to P25. Console priority is a feature unique to law enforcement dispatch and allows dispatch to have the ability to transmit and receive audio simultaneously and is an officer safety necessity. Existing Gold Elite Console equipment will be replaced with its successor console; the MCC7500. Due to the complexity of the replacement at each law dispatch center, only 6 dispatch centers can be upgraded each year. A schedule has been developed to address the 20 law dispatch centers on the system, as shown below. Page 8 of 11 55A -15 Console schedule: FYI 4115 - Loma Ridge, Irvine, Laguna Beach, Huntington Beach FY15 /16 - Anaheim, Brea, West Comm, Santa Ana, Tustin FYI 6/17 - Orange, Fullerton, Costa Mesa, Garden Grove, Westminster FY17 /18 - Placentia, La Palma, Newport Beach, Fountain Valley, Buena Park, La Habra 23 System Field Equipment — When the System Backbone is upgraded to the P25 standard in FY 2018/2019, all subscriber radio equipment will also need to be P25 capable. Subscriber radios that are capable of being upgraded will need to receive the software /firmware upgrade prior to the backbone upgrade. Older subscriber radio equipment that is not capable of being upgraded to the P25 standard will need to be replaced prior to the P25 upgrade. Each agency will be responsible for the purchase of either replacement radios, or the necessary subscriber upgrade package for upgradable radios. 2.4 P25 Upgrade — When all backbone sites and law dispatch consoles have completed their equipment replacement, the vendor will initiate the necessary equipment and software update to bring the system up to the 7.18 software platform for P25 compliance. This final phase of the System Extension plan is scheduled for FY 2018/2019. Page 9 of 11 55A -16 EXHIBIT C TOTAL ESTIMATED SYSTEM EXTENSION COST & ESTIMATED PARTY COST SHARE BY FISCAL YEAR Vint Me HORIelHllip f Mnnfe a NAK a Uipntent I%4Itn3e in FY 16-17. Page 10 of 11 55A -17 &wa 15 E ST[ MATED OUST FY 15-16 Radio Counts 4,CItyfAgency'CgsC� §, .:PsrtnersfiFp Cas[ . C:CI'1A0@IGY Upgrade IP290apabte Y6M9a11wae Replace plpg4anTa P25NOi PassiWel Tafol xConede 9Wlmleo3. � W10 EgWpmenL` FY16 -18 Rm M6 t +Brix 3Mk EY1647 $o(M1I38 PKWt CALLS , Fy 1718 R *IYn"'q ,BaciJrw�e � ANAL, 2 i. n119a VIElO 11 21 2 3 y 138.850 8 7079 18 0 i x3593 8 208. 2 ANAHEIM 432 1.351 1783 1928869 8602.606 391 5 1054758 24-29288 14.407241 3. 9REA 62 -T67- 302 364 M8137 1883.'.(10 79891 215,K9 495976 3322583 4. 9UEVA PAN: 25a 334 Y19,804 1639400 73278 197,582 455 153 2931.124 5 CA6TAhlE 105 523 826 660384 32587`(1 137,366 371502 &55.826 5,304,197 Q 0 , E36 24 170 194 0 1047.800 42604 114,7M 264117 1469.285 T. MN Fow 15 49 64 0 311 140:4 37.860 87198 450.362 e. FOVNTNN VNL--v 45 204 249 1 443290 1275.753 54702 147.299 339 22 294 a. FVYLE om 125 513 638 9]1417 3231750 140,141 371.418 869 5,109,976 l6. GARDEN GROVE 115 475 590. 36$,240 2982..:0 15538 349.023 803&52 48 ,972 ii.. HUWIHaf 9E4CH 452 820 4M 72 1.097718 54392E-0 779398 75460 1733051 9302.438 121rrvwE 111 5033 614 43 209 3,45,6513 134878 363.22➢ ma551 1391 509 13. tAHA6 73 190 263 573584 1,223950 5]809 1 Sat 358327 9.252 14. IAPAf 31 51 a2 186.901 ]41.650 18.008 48508 111722 68.789 153. WIUNA BEACH 55 247 332 52&652 15]9.750 72.883 196,399 452337. 2,328,021 M tAGt1NA HILLS 4 41 48 0 250am 9.875 2.620 61.111 348,407 17.1 GUNANMa 9 55 64 0 340350 145381 378x0 67.198 470489 A. t GUNAwnoas 2 4 6 0 26..'Y30 1,330 3549 8775 39,354 19, o FME3 21 67 68 0 42$,150 153325 6 &058 119,607 617429 26 LOS ALAUITas 15 45 60 a 287250 13,176 :15,494 81]48 417668 21. b1Ef OHU 37 10 47 1.3662£0 10 550 10321 27,803 &1,036 2170,960 £2. M19Go1 ng& 3n 90 120 0 574.500 28368 70,988 183,495 835349 21 NEtt'PORTBEA4H 438 401 839 592934 2,909,700 184^90 496.322 1143105 5 6,351 at...RANGE f15 614 629 $98.012 3216.:.0 13]889 M.GM WGNa 51(31233 M F1B.6^nw 30 107 137 I 413W0 676500 3.119 81,044 186857 1M7.410 �B. nANGH09NTA6 G. 7 20 36 1 0 162060 7906 21296 49049 26'0332 27. SANGFMEN 12 97 109 _ 0 595 am 23931 64,480 148'08 83719 29.. ,^,p A AN CMISTaaNO 6 33 39 _ 0 294,900 8525 2' 071 53 136 289.652 245ANSAANA 219 818 103'r 541630 5;159.x50 ?'7713 013,451 15312,672 8,005;96 rAL BEACH 25 97 122 0 610750 26,841 ]2171 1662x13 x75.986 31. STAMON 10 63 73 p 389500 16,051 43184 99460 548;195. 32. TW^TIN _ 81 243 324 483,266 1551153 71,126 lol,nu 441437 2738318 33. ViL1APPAK 9� 8 6 0 36,060 1,318 3,549 8,175 49,642 34. wESf -0.W&1 4 13 17 - 631052 826W 3733 10057 ?3.162 750.604 M. 'NEStM10RS1'ER 73 274 347 FA9,62i 1727350 1 78.137 205173 472774 30311755 s5 YORMUNDA 35 97 0 412,20 21302 `51382 112,159 (723.992 37.. CCFA 950 863 1.813 217500 62703W .337622 ,0-505 2,47x142 13.428 n8. CCTA 70 43 113 0 338 560.8?5 6& 847 153558 584179 39 U;4FEGL44R0 7 47 54 438,%0 290,050 11,865 31,944 73,573 346,333 44IRYINE4LLY.GLLG. F9 18 d i6 p 1$dW 3,$27 9,465 21,799 53.192 4t. W AAMUNIF 90. PO 51 2 53 r} 70,653 11639 31,353 72,210 185,652 42 iE&tIXgtQ PD in 0 18 a 20,700 3953 10,645 24,5X 59,825 43. CM 1 1 2 0 71`53 439 1,183 2.]w 11497 ai. M 0 225 225 0- t 3`SO M40 49,411 133 102 306154 1853 067 45 FrM 184 98 282 0 799,600 81,804 166,829 304214 4412,499 4d. M'A 39 194 x33 53a 250 1208.850 51,175 137834 317,453 2251563 4`r. C. ANIM1NL.GN'R2C1. tx 110 12(1 350 000 611.504 38.306 ]0�8 16349$ t 62,369 4s. cc MlNPG1Nt 85349.4 p 13 13 0 ]BOW 2,822 7,690 ,7712 106".._15 42 Cc 55348x^ 11 248 374 0 1638.6`53 1 83318 1-14,201 516.373 2462,443 59..cFN 10 469 479 0 2825.500 105.270 1 X3.359 x52,619 3666748 Ti .fWR 50 3 fit 0 85959 13fi02 355`7! &{473 220602 64 FROBATlm _ _ 177 "'857 435 812 6 2;813,560 _ 134,896 302037 833828 4,144,108 53 x86,155 1:921 2.779 3428829 12517.550 610825 1543955 3765260 22987439 54. 5553 19 19 0 1 , 1 11340 25. ] 63.149 TOTAL .' '. 4,182452 S "41211.905 -0 76.8-22727 7h000st5 staSed helarrr are asnmafed ends ?xWessed ns nOt to axce[ei anlounrs sub7pct to Me hnntsystem tlesr §m 1,197,Oa4 FFRTNERSHIPTDTAL Vint Me HORIelHllip f Mnnfe a NAK a Uipntent I%4Itn3e in FY 16-17. Page 10 of 11 55A -17 &wa 15 EXHIBIT D PARTICIPATING AGENCIES Page 11 of 11 55A -18 RESPONSIBLE ADDRESS PHONE # AGENCY ADMINISTRATOR Irvine Valley College Police Chief 5500 Irvine Center Drive, Irvine CA 949/451 -5201 Police Department 92618 Orange County Transportation Administrator 600 S. Main Street, Orange CA 92868 714/560 -6282 Authority Saddleback College Police Chief 28000 Marguerite Parkway, Mission 949/582 -4390 Police Department Viejo CA 92692 Santa Ana Unified police Chief 1601 E. Chestnut Avenue, Santa Ana CA 714/558 -5536 School District Police 92701 Department US Ocean Safety (OC President 34127 Pacific Coast Highway, Dana 949/276 -5050 Lifeguards) Point CA 92629 Page 11 of 11 55A -18 EQUIPMENT LEASE - PURCHASE AGREEMENT Lease Number: 23717 LESSEE. LESSOR: CITY OF SANTA ANA Motorola Solutions, Inc. 20 Civic Center Plaza 1303 E. Algonquin Rd. Santa Ana CA 92701 Schaumburg, IL 60196 Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the equipment and/or software described in any Schedule A attached hereto ( "Equipment ") in accordance with the following terms and conditions of this Equipment Lease- Purchase Agreement ( "Lease'). 1. TERM. This Lease will become effective upon the execution hereof by Lessor. The Term of this Lease will commence on date specified in Schedule A attached hereto and unless terminated according to terms hereof or the purchase option, provided in Section 18, is exercised this Lease will continue until the Expiration Date set forth in Schedule B attached hereto ( "Lease Term "). 2. RENT, Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called), including the interest portion, in the amounts specified in Schedule B. The Lease Payments will be payable without notice or demand at the office of the Lessor (or such other place as Lessor or its assignee may from time to time designate in writing), and will commence on the first Lease Payment Date as set forth in Schedule B and thereafter on each of the Lease Payment Dates set forth In Schedule B, Any payments received later than ten (10) days from the due date will bear interest at the highest lawful rate from the due date. Except as specifically provided in Section 5 hereof, the Lease Payments will be absolute and unconditional In all events and will not be subject to any set -off, defense, counterclaim, or recoupment for any reason whatsoever, Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term and hereby covenants that it will do all things lawfully within its power to obtain, maintain and properly request and pursue funds from which the Lease Payments may be made, including making provisions for such payments to the extent necessary in each budget submitted for the purpose of obtaining funding, using Its bona fide best efforts to have such portion of the budget approved and exhausting all available administrative reviews and appeals in the event such portion of the budget is not approved. It is Lessee's intent to make Lease Payments for the full Lease Term if funds are legally available therefor and in that regard Lessee represents that the Equipment will be used for one or more authorized governmental or proprietary functions essential to its proper, efficient and economic operation. 3. DELIVERY AND ACCEPTANCE. Lessor will cause the Equipment to be delivered to Lessee at the location specified in Schedule A ( "Equipment Location "), Lessee will accept the Equipment as soon as it has been delivered and is operational. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate In the form provided by Lessor. Even if Lessee has not executed and delivered to Lessor a Delivery and Acceptance Certificate, if Lessor believes the Equipment has been delivered and is operational, Lessor may require Lessee to notify Lessor in writing (within five (5) days of Lessee's receipt of Lessor's request) whether or not Lessee deems the Equipment (1) to have been delivered and (ii) to be operational, and hence be accepted by Lessee. If Lessee fails to so respond in such five (5) day period, Lessee will be deemed to have accepted the Equipment and be deemed to have acknowledged that the Equipment was delivered and is operational as if Lessee had in fact executed and delivered to Lessor a Delivery and Acceptance Certificate. a, REPRESENTATIONS AND WARRANTIES. Lessor acknowledges that the Equipment leased hereunder is being manufactured and installed by Motorola Solutions, Inc. pursuant to contract (the "Contract ") covering the Equipment. Lessee acknowledges that on or prior to the date of acceptance of the Equipment, Lessor intends to sell and assign Lessor's right, title and interest in and to this Agreement and the Equipment to an assignee ( "Assignee'). LESSEE FURTHER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT , LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY NATURE OR KIND WHATSOEVER, AND AS BETWEEN LESSEE AND THE ASSIGNEE, THE PROPERTY SHALL BE ACCEPTED ELPAshort_f1 1. 0 1.13 Exhibit Z 55A -19 55A -20 BY LESSEE "AS IS" AND "WITH ALL FAULTS ", LESSEE AGREES TO SETTLE ALL CLAIMS DIRECTLY WITH LESSOR AND WILL NOT ASSERT OR SEEK TO ENFORCE ANY SUCH CLAIMS AGAINST THE ASSIGNEE. NEITHER LESSOR NOR THE ASSIGNEE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER AS A RESULT OF THE LEASE OF THE EQUIPMENT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, PROPERTY DAMAGE OR LOST PRODUCTION WHETHER SUFFERED BY LESSEE OR ANY THIRD PARTY. Lessor is not responsible for, and shall not be liable to Lessee for damages relating to loss of value of the Equipment for any cause or situation (including, without limitation, governmental actions or regulations or actions of other third parties). 5. NON-APPROPRIATION OF FUNDS. Notwithstanding anything contained in this Lease to the contrary, in the event the funds appropriated by Lessee's governing body or otherwise available by any means whatsoever in any fiscal period of Lessee for Lease Payments or other amounts due under this Lease are insufficient therefor, this Lease shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease Payments or other amounts herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. The Lessee will immediately notify the Lessor or its Assignee of such occurrence. In the event of such termination, Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its Assignee on the date of such termination, packed for shipment in accordance with manufacturer specifications and freight prepaid and insured to any location In the continental United States designated by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. 6. LESSEE CERTIFICATION. Lessee represents, covenants and warrants that: (1) Lessee is a state or a duly constituted political subdivision or agency of the state of the Equipment Location; (ii) the interest portion of the Lease Payments shall be excludable from Lessor's gross income pursuant to Section 103 of the Internal Revenue Code of 1986, as it may be amended from time to time ( the "Code "); (iii) the execution, delivery and performance by the Lessee of this Lease have been duly authorized by all necessary action on the part of the Lessee; (iv) this Lease constitutes a legal, valid and binding obligation of the Lessee enforceable In accordance with its terms; (v) Lessee will comply with the information reporting requirements of Section 149(e) of the Code, and such compliance shall include but not be limited to the execution of information statements requested by Lessor; (vi) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the Lease to be an arbitrage bond within the meaning of Section 148(a) of the Code; (vii) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, this Lease to be a private activity bond within the meaning of Section 14l (a) of the Code; (viii) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the interest portion of the Lease Payments to be or become includible in gross income for Federal income taxation purposes under the Code; and (ix) Lessee will be the only entity to own, use and operate the Equipment during the Lease Term. Lessee represents, covenants and warrants that (i) it will do or cause to be done all things necessary to preserve and keep the Lease in full force and effect, (ii) it has complied with all public bidding and Bond Commission requirements (as defined in the Code) where necessary and by duo notification presented this Lease for approval and adoption as a valid obligation on its part, and (ill) it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period, If Lessee breaches the covenant contained in this Section, the Interest component of Lease Payments may become includible in gross income of the owner or owners thereof for federal Income tax purposes, In such event, notwithstanding anything to the contrary contained in Section 11 of this Agreement, Lessee agrees to pay promptly after any such determination of taxability and on each Lease Payment date thereafter to Lessor an additional amount determined by Lessor to compensate such owner or owners for the loss of such excludibility (including, without limitation, compensation relating to interest expense, penalties or additions to tax), which determination shall be conclusive (absent manifest error). Notwithstanding anything herein to the contrary, any additional amount payable by Lessee pursuant to this Section 6 shall be payable solely from Legally Available Funds. It is Lessor's and Lessee's intention that this Agreement does not constitute a "true" lease for federal Income tax purposes and, therefore, it is Lessor's and Lessee's intention that Lessee be considered the owner of the Equipment for federal income tax purposes. ELPAshorLf11.01,13 55A -21 55A -22 7. TITLE TO EOUIPMENT; SECURITY INTEREST. Upon shipment of the Equipment to Lessee hereunder, title to the Equipment will vest in Lessee subject to any applicable license; provided, however, that (1) in the event of termination of this Lease by Lessee pursuant to Section 5 hereof; (if) upon the occurrence of an Event of Default hereunder, and as long as such Event of Default is continuing; or (iii) in the event that the purchase option has not been exercised prior to the Expiration Date, title will immediately vest in Lessor or Its Assignee, and Lessee shall immediately discontinue use of the Equipment, remove the Equipment from Lessee's computers and other electronic devices and deliver the Equipment to Lessor or its Assignee, In order to secure all of its obligations hereunder, Lessee hereby (i) grants to Lessor a first and prior security interest in any and all right, title and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any proceeds therefrom; (ii) agrees that this Lease may be filed as a financing statement evidencing such security interest; and (iii) agrees to execute and deliver all financing statements, certificates of title and other instruments necessary or appropriate to evidence such security interest. 8. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equipment and shall comply with all laws, ordinances, insurance policies, the Contract, any licensing or other agreement, and regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of the possession, use or maintenance of the Equipment. Lessee, at its expense will keep the Equipment in good repair and furnish and /or install all parts, mechanisms, updates, upgrades and devices required therefor. 9. ALTERATIONS. Lessee will not make any alterations, additions or Improvements to the Equipment without Lessor's prior written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment. 10. LOCATION; INSPECTION. The Equipment will not be removed from, (or if the Equipment consists of rolling stock, its permanent base will not be changed from] the Equipment Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to Inspect the Equipment or observe its use and operation. 11. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Lease. Lessee shall pay, when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, licensing, leasing, rental, sale, purchase, possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxes. If Lessor pays any charges or taxes, Lessee shall reimburse Lessor therefor within ten days of written demand. 12. RISK OF LOSS: DAMAGE; DESTRUCTION. Lessee assumes all risk of loss or damage to the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or to perform any other obligation under this Lease. In the event of damage to any item of Equipment, Lessee will immediately place the same in good repair with the proceeds of any insurance recovery applied to the cost of such repair. It Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee at the option of Lessor will: either (a) replace the same with like equipment in good repair; or (b) on the next Lease Payment date, pay Lessor the sum of : (i) all amounts then owed by Lessee to Lessor under this Lease, including the Lease payment due on such date; and (ii) an amount equal to all remaining Lease Payments to be paid during the Lease Term as set forth in Schedule B. in the event that Lessee is obligated to make such payment with respect to less than all of the Equipment, Lessor will provide Lessee with the pro rata amount of the Lease Payment and the Balance Payment (as set forth in Schedule B) to be made by Lessee with respect to that pail of the Equipment which has suffered the Event of Loss. 13. INSURANCE. Lessee will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor, or, with Lessor's prior written consent, Lessee may self- insure against any or all such risks. All insurance covering loss of or damage to the Equipment ELPAshort_fl t.01.13 55A -23 55A -24 shall be carried in an amount no less than the amount of the then applicable Balance Payment with respect to such Equipment. The initial amount of insurance required is set forth in Schedule B. Each insurance policy will name Lessee as an insured and Lessor or it's Assigns as an additional insured, and will contain a clause requiring the insurer to give Lessor at least thirty (90) days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or it's Assigns as their interests may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that Lessee has been permitted to self - insure, Lessee will furnish Lessor with a letter or certificate to such effect, In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation relating thereto. 14. INDEMNIFICATION. Lessee shall, to the extent permitted by law, indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, damages or liabilities, including attorneys' fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection, purchase, delivery, licensing, possession, use, operation, rejection, or return and the recovery of claims under insurance policies thereon. 15. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (1) assign, transfer, pledge, hypothecate, grant any security Interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment or; (ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Lease, the Equipment and any documents executed with respect to this Lease and /or grant or assign a security interest in this Lease and the Equipment, in whole or In part. Any such assignees shall have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. Lessee covenants and agrees not to assert against the Assignee any claims or defenses by way of abatement, setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. No assignment or reassignment of any Lessor's right, title or interest in this Lease or the Equipment shall be effective unless and until Lessee shall have received a notice of assignment, disclosing the name and address of each such assignee; provided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for holders of certificates of participation in the Lease, It shall thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency agreement is no longer in effect. During the Lease Term Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with Section 149(a) of the Code, and the regulations, proposed or existing, from time to time promulgated thereunder, No further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will acknowledge such assignments in writing if so requested. After notice of such assignment, Lessee shall name the Assignee as additional insured and loss payee in any insurance policies obtained or in force. Any Assignee of Lessor may reassign this Lease and its interest in the Equipment and the Lease Payments to any other person who, thereupon, shall be deemed to be Lessor's Assignee hereunder. 16. EVENT OF DEFAULT. The term "Event of Default ", as used herein, means the occurrence of any one or more of the following events: (i) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of the Lease, and any such failure continues for ten (10) days after the due date thereof; (ii) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by It hereunder or the Contract and such failure is not cured within twenty (20) days after written notice thereof by Lesser; (iii) the discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in writing ever delivered by Lessee pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect; (iv) proceedings under any bankruptcy, insolvency, reorganization or similar legislation shall be instituted against or by Lessee, or a receiver or similar officer shall be appointed for Lessee or any of its property, and such proceedings or appointments shall not be vacated, or fully stayed, within twenty (20) days after the institution or occurrence thereof; or (v) an attachment, levy or execution is threatened or levied upon or against the Equipment. 17. REMEDIES. Upon the occurrence of an Event of Default, and as long as such Event of Default is continuing, Lessor may, at its option, exercise any one or more of the following remedies: (1) by written notice to Lessee, declare all amounts then due under the Lease, and all remaining Lease Payments due during the Fiscal ELPAshorr fl i .0 t. L 3 55A -25 55A -26 Year in effect when the default occurs to be immediately due and payable, whereupon the same shall become immediately due and payable; (it) by written notice to Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly discontinue use of the Equipment, remove the Equipment from all of Lessee's computers and electronic devices, return the Equipment to Lessor in the manner set forth in Section 5 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same; (iii) sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for all Lease Payments and other amounts due prior to the effective date of such selling, leasing or subleasing and for the difference between the purchase price, rental and other amounts paid by the purchaser, Lessee or sublessee pursuant to such sale, lease or sublease and the amounts payable by Lessee hereunder; and (iv) exercise any other right, remedy or privilege which may be available to it under applicable laws of the state of the Equipment Location or any other applicable law or proceed by appropriate court action to enforce the terms of the Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor, 18. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee to Lessor, and provided that no Event of Default has occurred and Is continuing, or no event, which with notice or lapse of time, or both could become an Event of Default, then exists, Lessee will have the right to purchase the Equipment on the Lease Payment dates set forth in Schedule B by paying to Lessor, on such date, the Lease Payment then due together with the Balance Payment amount set forth opposite such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of Its right, title and interest in the Equipment to Lessee as is, without warranty, express or implied, except that the Equipment Is free and clear of any liens created by Lessor. 19. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notice shall be deemed to have been received five days subsequent to such mailing. 20. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. 21, GOVERNING LAW. This Lease shall be construed in accordance with, and governed by the laws of, the state of the Equipment Location. 22. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents and Information as are reasonably necessary with respect to the transaction contemplated by this Lease. 23, ENTIRE AGREEMENT; WAIVER. This Lease, together with Schedule A Equipment Lease - Purchase Agreement, Schedule B, Evidence of Insurance, Statement of Essential Use /Source of Funds Certificate of Incumbency, Lessee Resolution, Bank Qualified Statement, Information Return for Tax - Exempt Governmental Obligations and the Delivery and Acceptance Certificate and other attachments hereto, and other documents or instruments executed by Lessee and Lessor in connection herewith, constitutes the entire agreement between the parties with respect to the Lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of the Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof. 24, EXECUTION IN COUNTERPARTS.This Lease may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. ELPAshorr_f11,0111 55A -27 55A -28 IN WITNESS WHEREOF, the parties have executed this Agreement as of the,_ day of April 2015. LESSEE: LESSOR: CITY OF SANTA ANA MOTOROLA SOLUTIONS, INC. By, Printed Name:_.____ ..... ._, .....: _......r..e._...... Title: CERTIFICATE OF INCUMBENCY I, do hereby certify that I am the duly elected or (Pilmed Name of Secrewry/Clerk ) _ appointed and acting Secretary or Clerk of City of Santa Ana , an entity duly organized and existing under the laws of the State of California that I have custody of the records of such entity, and that, as of the date hereof, the individual(s) executing this agreement is /are the duly elected or appointed officer(s) of such entity holding the office(s) below bis /her /their respective name(s). Ifurther certify that (i) the signature(s) set forth above his /her /their respective name(s) and title(s) is /are his /her /their true and authentic signature(s) and (ii) such officer(s) have the authority on behalf of such entity to enter into that certain Equipment Lease Purchase Agreement number 23717, between City of Santa Ana and Motorola Solutions, Inc.. IN WITNESS WHEREOF, I have executed this certificate and affixed the seat of City of Santa Ana, hereto this ,,,,,,_____ day of April 2015. By: (Signawre of Secmtary /Clerk) OPINION OF COUNSEL SEAL With respect to that certain Equipment Lease- Purchase Agreement # 23717 by and between Motorola Solutions, Inc. (Lessor) and the Lessee, I am of the opinion that (i) the Lessee is, within the meaning of Section 103 of the Internal Revenue Code of 1986, a state or a fully constituted political subdivision or agency of the State of the Equipment Location described in Schedule A hereto; (ii) the execution, delivery and performance by the Lessee of the Lease have been duly authorized by all necessary action on the part of the Lessee, (111) the Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; and (iv) Lessee has sufficient monies available to make all payments required to be paid under the Lease during the current fiscal year of the Lease, and such monies have been properly budgeted and appropriated for this purpose in accordance with State law. This opinion may be relied upon by the Lessor and any assignee of the Lessor's rights under the Lease, Attorney for City of Santa Ana LLPAshort_f 11.01_13 55A -29 55A -30 SCHEDULE A EQUIPMENT LEASE - PURCHASE AGREEMENT Schedule A 23717 Lease Number: This Equipment Schedule is hereby attached to and made a part of that certain Equipment Lease - Purchase Agreement Number 23717 ( "Lease "), between Motorola Solutions, Inc. ( "Lessor ") and City of Santa Ana ( "Lessee"). Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and leases from Lessor under and pursuant to the Lease, subject to and upon the terms and conditions set forth in the Lease and upon the terms set forth below, the following items of Equipment to Initial Term. 120 Months Commencement Lute: 511512015 First Payment Due Date: 7/15/2016 10 Annual Payments of $486,765.81 as outlined in the attached Schedule B, plus Sales /Use Tax of $0.00, payable on the Lease Payment Dates set forth in Schedule B. 55A -31 55A -32 mm 2.1.2 E Orange County Licenses for Santa Ana Santa Ana Dispatch Positions 1 81905 MCC 7500 ASTRO 25 SOFTWARE 7 B1933 MOTOROLA VOICE PROCESSOR MODULE 7 CA01642AA ADD: MCC 7500 BASK CONSOLE FUNCTIO 7 CA01644AA ADD: MCC 7500 /MCC 7100 ADV CONVL 0 7 CA01643AA ADD: MCC 75001 MCC 7100 TRUNKING 7 CA00147AF ADD: MCC 7500 SECURE OPERATION 7 7 7 CA00182AB CA00144AC CA00140AA ADD: AES ALGORITHM ADD: DES -XL ALGORITHM ADD: AC LINE CORD, NORTH AMERICAN 7 DS22WBLK 22 INCH WIDE NON -TOUCH MONITOR, BLA 7 TT2538 Z420 LOW TIER WORKSTATION WINDOWS 7 7 T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG 7 6SRMP615A SPD, TYPE 3,120V RACK MOUNT, 15A P 21 B1912 MCC SERIES DESKTOP SPEAKER 14 B1913 MCC SERIES HEADSET JACK 14 RLN6098 HDST MODULE BASE W /PTT, 15' CBL 14 RMN5078B SUPRAPLUS NC SINGLE MUFF HEADSET 7 7 DQACM3151 T7885 TRANSMIT FOOT SWITCH MCAFEE WINDOWS AV CLIENT 7 DDN1245 DUAL IRR SW USS HASP WITH LICENSE 7 DDN1895 SOUND BLASTER AUDIGY RX SOUND CARD 7 CDN8673 CREATIVE LABS INSPIRE A60 City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers Motorola Solutions Confidential Restricted 55A -33 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page, Equipment List 2 -1 55A -34 MR 2 CLN1856 2620.24 ETHERNET SWITCH 7 2 SOM01 SUM0205 GGM 8000 GATEWAY 2 CA01616AA ADD: AC POWER 1 F4543 SITE MANAGER BASIC 1 VA00874 ADD: AUX 1 -0 SERV FW CURR ASTRID REL 1 V266 ADD: 90VAC TO 260VAC PS TO SM 3 V592 ADD TERM BLCK & CONN WI 1 F4547 SM 10 EXPANSION BASIC 1 V266 ADD: 90VAG TO 260VAC PS TO SM 3 V592 ADD TERM BLCK & CONN WI ^� 1 T7038 GCP 6000 SITE CONTROLLER 1 CA00303AA ADD: QTY (1) SITE CONTROLLER 1 X153AW ADD: RACK MOUNT HARDWARE 1 CA01136AA ADD: MCC 7500 CONVEN SITE OPER 4 SQMOISUM0206 GGM 8000 GATEWAY 4 CA01616AA ADD: AC POWER 4 CA02141AA ADD: LOW DENSITY ENH CONV GATEWAY 1 BVN1013 MKM 7000 Console Alias Manager Soft 1 TT2538 Z420 LOW TIER WORKSTATION WINDOWS 7 1 DS019B1 -K 19 INCH NON -TOUCH MONITOR, BLACK 1 T7685 MCAFEE WINDOWS AV CLIENT 1 TRN7343 SEVEN AND A HALF FOOT RACK 2 DSRMP615A SPD, TYPE 3,120V RACK MOUNT, 15A P 6 DSTSJ48CLT SPD RJ -45 OR HARDWIRE CONNECTED FO 1 DSTSJADP RACK MOUNT GROUND BAR, 19 IN FOR TS 3 DSEVNSL0615A1000 1000FT (304.8 -M), CATS / 400 MHZ, S 1 CLN1856 2620 -24 ETHERNET SWITCH ? 1 SQM01SUM0205 GGM 8000 GATEWAY 1 CA01616AA ADD: AC POWER 1 81912 MCC SERIES DESKTOP SPEAKER 1 B1913 MCC SERIES HEADSET JACK 1 TT2638 Z420 LOW TIER WORKSTATION WINDOWS 7 1 81934 MCC 7500 VOICE PROCESSOR MODULE FRU M1 CA00147AF ADD, MCC 7500 SECURE OPERATION 1 CA00182AB ~' ADD: AES ALGORITHM City of Santa Ana MC07500 P25 eispatdh Migration and Subscribers Motorola Solutions Confidential Restricted 55A -35 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page: Equipment List 2 -2 55A -36 2.1.3 2.1.4 I CA00144AC ADD: DES -XL ALGORITHM 1 SQM01SUM0205 GGM 8000 GATEWAY 1 CA01616AA ADD: AC POWER 1 CA02141AA ADD: LOW DENSITY ENH CONV GATEWAY 1 DLN6569 FRU: GCP 80001GCM 8000 1 DLN6898 FRU: FAN MODULE 1 OLN6761 FRU POWER SUPPLY Santa Ana Police Department APX 6000 Subscribers Subscribers 166 1 M25URS9PW1 N APX6500 71800 MHZ MID POWER MOBILE 166 G51 ENH: SMARTZONE OPERATION APX6500 166 G806 ADD: ASTROO DIGITAL CAI OPERATION 166 166 GA00805 G444 ADD: APX 07 CONTROL HEAD. ADD: APX CONTROL HEAD SOFTWARE 166 G651 ADD: AESlDES- XLIDES -OFB ENCRYPTION 166 W969 ADD: MULTIPLE KEY ENCRYPTION OPERAT 166 G361 ADD: P25 TRUNKING SOFTWARE City of Santa Ana MCG7500 P25 Dispatch Migration and Subscribers Motorola Solutions Confidential Restricted 55A -37 02 April 2016 Use or disclosure of this proposal Is subject to the restriWons on the cover page_ Equipment List 2.3 55A -38 2.1.5 RM 166 1 G67 ADD: REMOTE MOUNT MID POWER 166 G335 ADD: ANT 114 WAVE 762 -870 MHZ w 166 W22 ADD: PALM MICROPHONE 166 B18 ADD: AUXILARY SPKR 7.5 WATT 166 W599 ADD: 8 MODE DIRECT ENTRY 166 GA01115 ADD: DUAL RADIO STACKABLE MP TRUNNI 166 GA01113 ENH: DUAL RADIO OPERATION (PRIMARY 166 GA05100 DEL:NO SFS -STD WARRANTYAP PLIES Santa Ana Police Department APX 6500 Mobile Hot Red Receiver Red Subscribers Ii ^ City of Santa Ana NlCC7500 P25 Dispatan Migration and Subscribers Motorola solutions Confidential Restricted 55A -39 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Equipment List 2.9 55A -40 34 G444 ADD: APX CONTROL HEAD SOFTWARE 34 G67 ADD: REMOTE MOUNT MID POWER 34 G89 ADD: NO RF ANTENNA NEEDED 34 B18 ADD: AUXILARY SPKR 7.5 WATT 34 G138 ADD: APX MOTORCYCLE CH SFWR 34 W620 ADD: NO MTRCYCLE ENCL NEEDED APEX 34 GA01116 ADD: DUAL RADIO AUDIO COMBINER L34 G90 ADD: NO MICROPHONE NEEDED 34 GA01115 ADD: DUAL RADIO STACKABLE MP TRUNNI 34 GA01113 ENH: DUAL RADIO OPERATION (PRIMARY 34 1 GA05100 DEL:NO SFS -STD WARRANTYAPPLIES 34 HMN1090 PALM MICROPHONE 2.1.7 Santa Ana Police Department APX 6500 Motorcycle Hot Red Receiver Red Subscribers 34 M301JRS9PW1 N 77800 SINGLE BAND APX7500 34 G51 ENH: SMARTZONE OPERATION APX 34 G806 ADD: ASTRO® DIGITAL CAI OPERATION 34 G361 ADD. P25 TRUNKING SOFTWARE 34 G88 ADD: APX NO 02/07 CH NEEDED MTCL G444 ADD: APX CONTROL HEAD SOFTWARE 34 G67 ADD; REMOTE MOUNT MID POWER H34 34 G89 ADD: NO RF ANTENNA NEEDED 34 G90 ADD: NO MICROPHONE NEEDED 34 G136 ADD: APX MOTORCYCLE CH SFWR 34 W620 ADD: NO MTRCYCLE ENCL NEEDED APEX 34 B18 ADD: AUXILARY SPKR 7.5 WATT 34 GA01117 ENH: DUAL RADIO OPERATION (SECONDAR 34 34 GA05100 H1835 DEL:NO SFS -STD WARRANTYAPPLIES 8 MODE DIRECT ENTRY DEK 34 HKN61696 CABLE, REMOTE MOUNT, 5M 34 HMN1090 PALM MICROPHONE_ City of Santa Ana MC07500 P25 Dispatch Mgretion and Subscribers Motorola Solutions Confidential Restricted 55A -41 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Equipment List 2 -5 55A -42 .• 1•�, ,. t! ♦ e 2.1,9 2.1.10 Santa Ana Police Department XTS 5000 Flash Upgrade Santa Ana Police Department XTL 5000 Flash Upgrade City of Santa Ana MC07500 P25 Dispatch Migration and Subsoribers Motorola Solutions Confidential Restricted 55A -43 02 April 2015 Use or disclosure or this proposal Is subject to the restdollons on the cover page. Equipment List 2 -6 8 L30URS9PW1 N APX7500 SINGLE BAND 7 /800 8 G806 ADD: ASTROO DIGITAL CAI OPERATION 8 G51 ENH: SMARTZONE OPERATION APX 8 G361 ADD: P25 TRUNKING SOFTWARE 88 GA00469 ENH: EXTENDED DISPATCH APX CONSOLET 8 W382 ADD: CONTROL STATION DESK GCAI MIC 8 CA01598 ADD: AC LINE CORD US 8 L999 ADD; FULL FPmW /05 /KEYPAD /CLOCK/VU 8 W969 ADD: MULTIPLE KEY ENCRYPTION OPERAT 8 G851 ADD: AES /DES- XL /DES•OFB ENCRYPTION 8 HKN6233C APX CONSOLETTE RACK MOUNT KIT 1 DSEVNSL0615A1000 1000FT (304.8 -M), CAT6 / 400 MHZ, S 2.1,9 2.1.10 Santa Ana Police Department XTS 5000 Flash Upgrade Santa Ana Police Department XTL 5000 Flash Upgrade City of Santa Ana MC07500 P25 Dispatch Migration and Subsoribers Motorola Solutions Confidential Restricted 55A -43 02 April 2015 Use or disclosure or this proposal Is subject to the restdollons on the cover page. Equipment List 2 -6 55A -44 2.1.11 Santa Ana Public Works APX 4000 Subscribers 2.1.12 Santa Ana Public Works APX 8500 Subscribers Clly of Santa Ana MCC7600 P25 Dispatch Migration and Subscribers Motorola Solutions Confidential Restricted 55A -45 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Equipment List 2 -7 55A -46 • i . � it • •- 3 L30URS9PW1 N APX7500 SINGLE BAND 7/800 3 G806 ADD: ASTRO? DIGITAL CAI OPERATION 3 G51 ENH: SMARTZONE OPERATION APX 3 G361 ADD: P25 TRUNKING SOFTWARE 3 GA00469 ENH: EXTENDED DISPATCH APX CONSOLET 3 W382 ADD: CONTROL STATION DESK GCAI MIC 3 CA01598 ADD: AC LINE CORD US 3 L999 ADD: FULL FP W /05 /KEYPAD /CLOCKA/U 3 HKN6233 ASSEMBLY,ACCESSORY,APX CONSOLETTE R 3 DSEVNSL0615A1000 1000FT (31 CAT6 / 400 MHZ, S 2.1.14 Santa Ana Public Works XTS 5000 Flash Upgrade 2.1.15 Santa Ana Public Works XTS 2500 Flash Upgrade City of Santa Ana M007500 P25 Dispatch Migration and Subscribers Motorola Solutions Confidential Restricted 55A -47 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Equipment Ust 2 -6 Me tr EMI y. v�, ..u19U�1111: «.�. . -OIL r�rAR AS -.DIGITAL I CAI OPE ENH; TRUNKING 9600 BAUD FLASHPORT City of Santa Ana M007500 P25 Dispatch Migration and Subscribers Motorola Solutions Confidential Restricted 55A -47 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Equipment Ust 2 -6 55A -48 City of Santa Ana (Schedule B) ;Compound Period: Annual Nominal Annual Rate: 01000% ,Nominal Annual Rate: 3.120% CASH FLOW DATA Event ? Date Amount Number Period End Date 1 Loan 5/15/2019 $4,257,403.00 1' $ 2 Payment 7/15/2016 $ 486,765.81: 9 Annual 7 /15/2024 3 Payment 5/15/2025 $ 486,765.81 1 AMORTIZATION SCHEDULE- Normal Amortization, 360 Day Year _ Purchase Option Date Payment Interest' Principal Balance Loan 5/15/2015 $ 4,257,403.00 1 7/15/2016 $ 486,765.81 $ $ 486,765.81 $ 3,770,637.19 2 7/95/2017 , $ 486,765.81 $ 117,643.88 $ 369,121.93 $ 3,401,515.26 3 7/15/2018 $ 486,765.81 $ 106,127.28 z $ 380,638.53 $3,020,876.73 4 7/15/2019: $ 486,765.81 $ 94,251.35 $ 392,514.46 $ 2,628,362.27 5 7/15/2020 $ 486,765.81 $ 82,004.90 $ 404,760.91 $ 2,223,601.36 6 7/15/2021 $ 486,765.81 $ 69,376.36 $ 417,389,45 $1806,211.91 7 7/15/2022 $ 486,765.81 $ 56,353 81 ° $ 430,412.00 , $1,375,799.91 8 7/15/2023 $ 486,765.81 , $ 42,924.96 $ 443,840.85 $ 931,959.06 9 7/15/2024 $ 486,765.81 $ 29,077.12 $ 457,688.69 $ 474,270.37 10 511512025 $ 486,765.81 $ 12,495.44 $ 474,270.37 $ - Grand Totals $ 4,867,658.10 $ 610,255,10 $ 4,257,403,00 INITIAL INSURANCE REQUIREMENT: $4,257,403.00 Except as spocifically provided in Section five of the Lease hereof, Lessee agrees to pay to Lessor or its assignee the Lease payments, including the interest portion, in [he amounts and dates specified in the above payment schedule. 55A -49 55A -50 EVIDENCE OF INSURANCE Fire, extended coverage, public liability and property damage insurance for all of the Equipment listed on Schedule A number 23717 to that Equipment Lease Purchase Agreement number 23717 will be maintained by the City of Santa Ana as stated in the Equipment Lease Purchase Agreement. This insurance shall name MOTOROLA SOLUTIONS, INC. or its assignee as additional insured and loss payee for the term of the Schedule A number 23717.Tbis insurance is provided by: Alliant Insurance,_.,,S_ervices Name otinsuranc� grovldar- Broker 1301 Dove _Street,_, Suite 200 Address- —of insurance provider Newport Eeach,CA 92660 city, State and 71p Code 949 -756 -0271. _.., Phone number of insurance provider In accordance with the Equipment Lease Purchase Agreement Number 23717 ,City of Santa Ana, hereby certifies that following coverage are or will be in full force and effect: Type Amount Effective Expiration Policy Plate Date Number Fire and Extended Coverage peril of fare included in. „property, „coverage $1 Billion 7/1/14 7/1/15 01747J.589/01(Dec 03) Property Damage for__All , Ris_k.. _ Public Liability $_0= „$_1._million '7./, „1./14 7/1./_1 self_inuredT. $1 -$27 million - Big Independent Cities Excess Pool with reinsurance and excess insurance as follows: $1 million excess of SIR - Policy 3128216 $10 million excess of $2 million - Policy WPP102872403 $15 million excess of $12 million - Policy 8090027 55A -51 55A -52 STATEMENT OF ESSENTIAL USE /SOURCE OF FUNDS To further understand the essential governmental use intended for the equipment together with an understanding of sources from which payments will be made, please address the following questions by completing this form or by sending a separate letter: As it relates to City of Santa Ana LEASE No. 23717 What is the specific use of the equipment? Equipment is used for radio communications by the Police Department for emergency and non- emergency daily operations, special events, and inter - agency communications during mutual aid situations and potentially catastrophic events. Public Works, Planning do Development, Parks and Recreations and Finance Agencies within the City utilize the equipment for communications during their respective daily operations; including interoperable communications with public safety when requesting police response. 2. Why is the equipment essential to the operation of City of Santa Ana? Due to the nature of the work performed by Santa Ana Agencies, radio equipment provides the essential communications needs to perform daily operational needs. Does the equipment replace existing equipment? Yes If so, why is the replacement being made? Existing equipment has reached its end -of -life and requires replacement and /or upgrade. Replacement parts are no longer available and the systems are no longer be sustainable through the vendor. Replacement and /or upgrade of equipment also meets the P25 compliancy standard required by 2015, 4. Is there a cost justification for the new equipment? Yes If so, please attach outline of justification. See pate 2 5. What is the expected source of funds for the payments due under the Lease for the cuffent fiscal year and future fiscal years? City General Fund Budget;. appropriated on an annual basis. 55A -53 55A -54 Page 2 - cont'd Cost justification for Next Generation equipment for City of Santa Ana Current city -owned equipment has reached its end -of- life and requires replacement and /or software upgrade. The existing radio equipment includes; police dispatch consoles, all mobile and portable radios and base radio control stations. Console and Radio EmJinment Currently, Police Communications operates seven radio dispatch consoles within the Emergency 911 Operations Center. These dispatch consoles have been discontinued and will not support the technical and operational requirements of the `Next Generation' 800 MHz system. The existing Gold Elite Console equipment will be replaced with an IP based Motorola MCC7500 model that will provide console priority and support the "Next Generation' radio system; maintaining all features and functions. Motorola Solutions provides the only equipment that is compatible with the 800 MHz system. Santa Ana Police dispatch consoles are scheduled for replacement in January 2016. The replacement cost for seven dispatch consoles will be $600,482 (P &I) Approximately 78% of current City owned subscriber radio equipment are obsolete and require replacement. These legacy radios cannot be upgraded and will not be compatible with the new Project 25 (P25) radio system, however a small portion of equipment may only require a software upgrade. Equipment replacement includes portable and mobile radios, along with base radio control stations. Portable radios, both the Motorola APX6000 utilized by public safety and the Motorola APX4000 utilized by other City agencies, allow users the flexibility of a portable radio that can be carried while performing their assigned duties. The Astro Spectra mobile radios are affixed within various City vehicles for use by public safety and participating City agencies. The current Astro Spectra Base Radio is obsolete and can no longer be repaired. Thus, when the system backbone is upgraded to Project 25 (P25) standard during FY 2018 -19, all subscriber radios must be P25 capable. Administered by the Telecommunications Industry Association, P25 is the standard for the manufacturing of interoperable digital two -way wireless communications products. Specifically, equipment today must demonstrate compliance with the P25 standard to meet the current best practice needs and ensure compatibility with other P25 equipment. Orange County Law Enforcement agencies have long benefited from a unique capability to monitor the Orange County Law Enforcement Channel known as "Red Channel ". The Hot Red radio receiver installed in all front -line law vehicles allows for officers to monitor Red channel at all times, regardless of what channel they have selected as their primary channel . This allows an officer to listen to emergency traffic from other agencies such as crime broadcasts or pursuits while stilt communicating with Santa Ana Police dispatch. This capability requires a unique configuration of radio equipment that is not available in any other off -the -shelf arrangement, and is a proprietary system designed by Motorola, Inc. Motorola has extended a 50% discount off the list price to agencies, if purchased prior to December 31, 2015. The total replacement cost of City owned portable and mobile radios along with the base control stations equipment is $4,267,176 (P &I). 55A -55 55A -56 Bank Qualified Statement LESSEE, City of Santa Ana, CERTIFIES THAT IT HAS NOT DESIGNATED THIS LEASE No. 23717 AS A QUALIFIED TAX- EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE AND IF THE LESSEE HAS DESIGNATED THIS LEASE AS A QUALIFIED TAX- EXEMPT OBLIGATION, IT HAS NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX - EXEMPT OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX - EXEMPT OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED $10,000,000, 55A -57 55A -58 LESSEE FACT SHEET Please help Motorola Solutions, Inc. provide excellent billing service by providing the following information: 1. Complete Billing Address Attention: Phone: CITY OF SANTA ANA P.O. Box 1988 . M32 Santa Ana CA 92702 Finance, Accounts Payable 714 —647— 5464 2. Lessee County Location: Orange County, 1 Federal Tax I.D. Number 95- 6000785 4. Purchase Order Number to be referenced on invoice (if necessary or other "descriptions" that may assist in determining the applicable cost center or department: 5. Equipment description that you would like to appear on your invoicing: 800 MHz - NG Equipment Replacement Appropriate Contact for Documentation / System Acceptance Follow— up: 6. Appropriate Contact & Tina Horner Communications Mauaaer Mailing Address 60 Civic Center Plaza Santa Ana CA 92701 Phone: 714 — 245 — 8650 Fax: 714 — 245 - 8185 7. Payment remit to address: Thank you ELPAshort_P11.01.13 Motorola Credit Corp. P.O. Box 71132 Chicago, IL 6694 -1132 55A -59 55A -60 Form 8038 -6; Information Return for Tax - Exempt Governmental Obligations (Rev. September 2011 Under Internal Revenue Code section 149(e) ( I OMB No 15450720 Department of the Treasury 0, See separate instructions. Internal Revenue Service Caution; If the issue price is under$100,000, use Form 8038 -GC, - -. D.,..nefr. A,.+k—.4 , IFn.,,_...a,.a c+..a...,.. ,.I.....i. k..... I M i isxuer's name 2 Issuer's employer identification number (EIN) Cft,Lof Santa Ana 23 _ as Name of person (other than issuer) with whom the IRS may communicate about this return (rise Instructional __ Telephone number of other person shown on 34 4 Number and street for P.O- box If mail Is not delivered to street address) Roomisulte 5 Report number (for IRS Use Only) 20 Civic Center Plate_ 25 e City, town, or post office, state, and ZIP code 7 Data of Issue Santa Ana CA 92701 5115115 8 Name of Issue 9 CUSIP number Equipment tease- Purchase Agreement 23717 ;fi x g r t �: v „a., 10a Name and title of officer or other employee of the Issuer whom the IRS may call for more information (sco _ 106 Telophone numberof officer or other Instructions) amp shown on 102 Type OT [SSUe eritel'ttle IS5u0 t'I C2). See Iheinstruetions and attach schedule. 11 Education . . .. . . . . .. . .. .. .. . .. .. . ... . . . . . . .. 12 Health and hospital . . . . . . . .. .. .. .. . .. . . . . . . 13 Transportation . . . . . . . .. . . . . . .. .. .. .. .. . . . . 14 Public safety . . . . . . . . . . . . . . . .. . . . . . . .. .. . .. .. . . 15 Environment (Including sewage bonds) . . . . .. . .. . .. . . .. .. .. 16 Housing . , . . . . . . . . . . ,. . . .. .. 17 Utilities . . . . . .. . . . .. .. 18 Other. Describe ► 23 _11 12 . 13 Proceeds used for bond Issuance casts (including underwriters' discount) . ,. 14 4,106,879.25 25 15 25 16 17 Proceeds allocated to reasonably required reserve or replacement fund ,. 18 27 19 If obligations are TANS or RANs, check only box l9a . . - , III Q If obligations are BANS, check only box 19b . . . . . . . . . . ► ❑ 20 If obligations are in the form of a lease or installment sale, check box . . . ► 9 ;fi x g r t �: v „a., (a) Final maturity date I (b) Issue price 5115/25 (o) Staled redemption (d) Weighted (e) Yield price at maturity average maturity 4.100.879.25 10 aearc 22 Proceeds used for accrued interest . . . . . 23 Issue price of entire issue (enter amount from line 21, column (b)) . 24 Proceeds used for bond Issuance casts (including underwriters' discount) . ,. 24 25 Proceeds used for credit enhancement . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund ,. 26 27 Proceeds used to currently refund prior issues . . . . , . , . .. 27 28 Proceeds used to advance refund prior issues , , . , . 28 LL. 29 Total (add lines 24 through 28) , . . . . . . . . .. .. . ,. 30 Nonrefundin i proceeds of the issue (subtract line 29 from line 23 and enter amount here) ,. .. . 3.12 31 Enter the remaining weighted average maturity of the bonds to be currently refunded .. ► _._® ,years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded , , Iii years 33 Enter the Iasi date on which the refunded bonds will be called (MM /DD/YYYY) 34 Enter the dates the refunded bonds were issued 0- (NiMiDO/YYYY) For Paperwork Reduction An Notice, see separate instructions. - Cat. No. 637738 Form 8038 -G (rev 9 -2oii) 55A -61 55A -62 Form 8038 -0 (Rev. 9.201 35 Enter the amount of the state volume cap allocated to the Issue under section 141(b)(5) . 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed Investment contract (GIG) (see instructions) . , . . . , . . , . . . . . . . . . . . 36a Is Enter the final maturity date of the GIC 0, c Enter the name of the GIC provider ►' 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans <?'. to other governmental units . . . . . . . . . . , . 37 38a If this Issue is a loan made from the proceeds of another tax - exempt issue, check box)- ❑ and enter the following information: IS Enter the data of the master pool obligation 0- _ c Enter the EIN of the issuer of the master pool obligation )- d Enter the name of the issuer of the master pool obligation.)- 39 If the Issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small Issuer exception), checla box. . ► ❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . , ,. )- ❑ 41a If the issuer has identified a hedge, check here)- ❑ and enter the following information: I Name of hedge provider)-- c Type of hedge 0- d Term of hedge 0, 42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remedlated according to the requirements under the Code and Regulations (see instructions), check box . , , . . , . . > ❑ 44 If the Issuer has established written procedures to monitor the requirements of section 148, check box . . . . . )- ❑ 45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount of reimbursement . . . . . . . , . ► b Enter the date the official intent was adopted it Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Signature and belief, they are true, correct, and complete. I further declare that I Consent t0 the IRS's disclosure of file issuer's return Information, as necessary to and process this return, to the person that I have authorized above. Consent 1 lk Signature of issuers authorized representative Date IF Type or prait name and title _ Pali [p_rMTypo eparers name Preparer's si gnature Date Prepare! Use Only > Firm's EIN tree. 55A -63 55A -64 EQUIPMENT LEASE PURCHASE k R 4 DELIVERY AND ACCEPTANCE The undersigned Lessee hereby acknowledges receipt of the Equipment described below ( "Equipment ") and Lessee hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes of lease Schedule A to the Equipment Lease Purchase Agreement executed by Lessee and Lessor. Equipment Lease Purchase Agreement Date: October.,_,_„_, 2015 Equipment Lease Purchase Agreement No.: 23717 Lease Schedule A No, : 23717 R , 0 r � i Equipment referenced in lease Sched 23717. See Schedule A for a detailed Equipment List. LESSEE: CITY :OF_SANTA ANA By: Date: 55A -65 55A -66 Exhibit B MOTOROLA The design, technical, pricing, and other Information ('Information ") furnished with this submission Is proprietary information of Motorola Solutions, Inc. ( "Molorole ") and is submitted with the restriction that It is to be used for evaluation purposes only To the fullest extent allowed by applicable law, the Information Is not to be disclosed publicly or In any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola. MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2015 Motorola Solutions, Inc. Al rights reserved. 55A -67 Section 1 SystemDescription ................................................... ............................... 1.1 Project Overview ........................................ ............................... 1.2 MCC 7500 Solution Overview.. ..................... ... ....... .......... 1.3 The MCC 7500 dispatch Experience .......... ............:..I............... 1.3.1 Interoperability Features ......................... ............................... 1.3.1.1 Integration with the ASTRO 25 Network .. ............................... 1.3.1.2 Connection to ASTRO 25 System ........... ............................... 1.3.1.3 Voice Encryption ..................................... ............................... 1.3.2 Console Operations ................................... ............................... 1.3.2.1 Dispatch Interface .............................. ............................... 1.3.2.2 Standard Radio Transmission and Reception ................... 1.3.2.3 Dispatch Audio Experience- ............................................. 1.3.2.4 Radio Patch Control ........................... ............................... 1,325 Call Management and Control ........... ............................... 1.4 MCC 7500 Dispatch Console Component Description .................. 1.4.1 Operator Position Components- ... ............................... ........... 1.4.2 Auxiliary Inputs and Outputs ...................... ............................... 1.4.3 Conventional Channel Gateway Equipment .............................. 1.5 Additional Equipment ..................................... ............................... 1.5.1 APX 7500 Consolettes ............................... ............................... .......... 1 1 ........................ 1 1 1 -1 ............. I........ 1 -3 .............. 1 -3 1 -4 .......... I .... ....... 1 -5 ................. 1 -6 1 -6 ................. 1-7 ...... 1 -8 .......... 1 -8 1 -10 .............. 1 -10 ............................... 1-11 ... ...........................1 -12 .............. .......... 1 -13 ..........................1 -14 .......... ... ...... ...... ......1 -15 . .......... . .... ...... 1 -15 Section 2 EquipmentList ................................................................................................ ............................... 2-1 2.1.1 Orange County Licenses for Santa Ana... ..................................... ............................... 2 -1 2.1.2 Santa Ana Dispatch Positions ....................................................... ............................... 2 -1 21.3 Santa Ana Police Department APX 6000 Subscribers .................. ............................... 2 -3 2.1.4 Santa Ana Police Department APX 6500 Mobile Hot Red Receiver Green Subscribers2 -3 2.1.5 Santa Ana Police Department APX 6500 Mobile Hot Red Receiver Red Subscribers ..2-4 21.6 Santa Ana Police Department APX 6500 Motorcycle Hot Red Receiver Green Subscribers.............................................................................................. ............................... 2-4 2.1.7 Santa Ana Police Department APX 6500 Motorcycle Hot Red Receiver Red Subscribers2 -5 2.1.8 Santa Ana Police Department APX 7500 Consolettes .................. ............................... 2 -6 2.1.9 Santa Ana Police Department XTS 5000 Plash Upgrade .............. ............................... 2-6 2.1.10 Santa Ana Police Department XTL 5000 Flash Upgrade .......... ............................... 2 -6 2.1.11 Santa Ana Public Works APX 4000 Subscribers... .............................................. __ 2 -7 2.1.12 Santa Ana Public Works APX 6500 Subscribers ....................... ............................... 2-7 2.1 A3 Santa Ana Public Works APX 7500 Consolettes ....................... ............................... 2 -8 2.1.14 Santa Ana Public Works XTS 5000 Flash Upgrade .................. ............................... 2 -8 2.1.15 Santa Ana Public Works XTS 2500 Flash Upgrade .................. ............................... 2 -8 City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictlons on the cover page. 4) Motorola solutions Confidential Restricted Table of Contents I 55A -68 Section 3 AcceptanceTest Plan .. ............. ............................................. -....................................................... 3 -1 3.1 MCC 7100/7500 Trunked Resources ............................................... ............................... 3-1 3.1.1 Instant Transmit .................. ... ............... ............................................................... ......... 3 -1 3.1.2 Talkgroup Selection and Call ........................................................ ............................... 3-2 3.1.3 Emergency Alarm and Call Display Description.. ........ ........................................... 3 -3 VAMultigroup Call ................................... ........................................................... ....... .......3-4 3.1.5 Multi - Select Operation ..................................................... ............................................ 3 -5 3.1.6 Talkgroup Patch ........................................... ...................................... .............. ......... ...3 -6 31.7 Console Priority ........................................................................... ............................... 3 -7 3.1.8 Channel Marker ............................................... .......................... ................................... 3 -8 3.1.9 Instant Recall Recorder (IRR) Operation (MCC 7500 only)........ .............................__ 3 -9 3.1.10 Alarm Input / Outputs - Aux 1/0 Option .................................... ............................... 3 -10 3.2 MKM 7000 Console Alias Manager ( CAM) ..................... ................ .............. ............. ..... 3 -11 3.2.1 Alias Display When Using the MKM 7000- .................. ................. ............................ 3-11 3.2.2 Create a new Subscriber Unit ID to Subscriber Unit Alias Mapping - Trunking........... 3 -12 3.2.3 Fault Management of MKM 7000 and MCC 7100/7500 Link ....... ............................... 3 -13 3.2.4 Create Subscriber Unit ID to Subscriber Unit Alias Mapping ....... ............................... 3 -14 3.3 MCC 7100/7500 Conventional Resources ...................................... ............................... 3 -15 3.31 Enhanced CCGW Analog Audio Logging ......................................... .......................... 3 -15 3.4 Signoff Certificate ........................................................................... ............................... 3 -16 Section 4 Statementof Work ........................................................................................... ............................... 4 -1 4.1 Overview .......................................................................................... ............................... 4 -1 4.2 Assumptions ........................................................................................ ............................4 -1 4.3 Contract, ............ ........................... .............................. ......... .................................. 4-3 4.3.1 Contract Award ( Milestone) ......................................................... ............................... 4-3 4.3.2 Contract Administration ................................................................ ............................... 4 -3 4.3.3 Project Kickoff .............................................................................. ............................... 4 -3 4.4 Contract Design Review ..................... .......... ...................................................... .............. 4 -4 4.4.1 Review Contract Design . ......... ........................ ................................. ............................ 4 -4 4.4.2 Design Approval ( Milestone) ......................................................... ............................... 4.5 4.5 Order Processing ............................................................................. ............................... 4 -5 4.5.1 Process Equipment List ................................................................ ............................... 4-5 4.6 Manufacturing and Staging ............................................................... ............................... 4 -6 4.6.1 Manufacture Motorola Fixed Network Equipment.. . ...................................................... 4 -6 4.6.2 Manufacture Non - Motorola Equipment ......................................... ............................... 4 -6 4.6.3 Ship to Staging ( Milestone) ........................................................... ............................... 4 -6 4.6.4 Stage System ............................................................................... ............................... 4 -6 4.6.5 Perform Staging Acceptance Test Procedures ............................. ............................... 4 -7 4.6.6 Ship Equipment to Field.. ..................................................................................... ....... 4 -7 4.6.7 CCSi Ship Acceptance ( Milestone) ............................................... ............................... 47 City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 0 Motorola Solutions Confidential Restricted 55A -69 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Table of Contents li 4.7 Develop Templates .......................................................................... ............................... 4 -7 4.7.1 Develop Templates ........ ........ ............................................... ... .................................... 4 -7 4.8 Civil Work for the Customer - Provided Facilities ............................... ............................... 4 -8 4.9 System Installation ........................................................................... ............................... 4 -9 4.9.1 Install Fixed Network Equipment .................................................. ............................... 4 -9 4.9.2 Fixed Network Equipment Installation Complete .............................. ... ............... ..... ... 4 -10 4.9.3 Console Installation .................................................... ............................ ............... ..... 4 -10 4.9.4 Console Installation Complete ... ............................ ... .................. .......... ...................... 4 -10 4.9.5 Control Station Installation .................................................. ............. ...... .................... 4 -10 4.9.6 System Installation Acceptance Milestone ( )......,........................ .4 -11 4.10 System Optimization ..................... ............... ............................... ..4 -11 4.10.1 Optimize System FNE ........................................................... ................ . .... .. ... ....... 4 -11 4.10.2 Link Verification ......... ............................................................................................. 4 -11 4.10.3 Completion Criteria:.................................................................... ...........................4 -11 4.10.4 Optimization Complete .................................... ................................ .......................4 -11 4.11 Training .... ................................................................................. ........ ............. .............. 4 -12 4.12 Audit and Acceptance Testing ............................................... 4-12 4.12.1 Perform R56 Installation Audit .................. ................. ... .................... I........ .... I....... 4 -12 4.12.2 Perform Equipment Testing ......................................................... ...........................4 -12 4.12.3 Perform Functional Testing ........... .................... ................. ................................. ...4 -12 4.12.4 System Acceptance Test Procedures (Milestone) .... ...................... ........................ 4 -13 4.13 Finalize ............................ ................... ............................... 4 -13 4.131 Cutover ......................................................... ....................................... ............... ... 4 -13 4.13.2 Resolve Punchlist ......... .......... ... ....................... ..................................... ....... .........4 -13 4.13.3 Transition to Service /Project Transition Certificate .................. ............................... 4 -14 4.13.4 Finalize Documentation ..... ............ .................................................. ....................... 4 -14 4.13.5 Final Acceptance Milestone ................................................. 4-14 4.14 Project Administration ..... ................ ............................................................................... 4 -15 4.14.1 Project Status Meetings .............................................................. ...........................4 -15 4.14.2 Progress Milestone Submittal ...... ........................................................................... 4 -15 4.14.3 Change Order Process ........ .......... ............................................................ ......... ...4 -15 Section S Warranty and Maintenance Services ............................................................... ............................... 5-1 5.1 Warranty and Maintenance ...................... ...................... ..................................... ............. 5 -1 5.2 The Motorola Service Delivery Team ............................................... ............................... 5 -1 5.2.1 Account Services Manager ......................................................... ............................... 5 -1 5.2.2 Motorola System Technologists ................................................... ............................... 5 -1 5.2.3 Motorola System Support Center ................... ................ .......... ........ ............................5 -2 5,2.4 Motorola Local Service Provider ................................................... ............................... 5 -2 5.2.5 Warranty Services .................................. .................................................................... 5 -2 5.2.6 Dispatch Service ............. ............... .. .............................. .............................................. 5 -2 5.2.7 Technical Support Service ............................................................... ............................5 -2 City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers Motorola Solutions Confldsntlaf Restricted 55A -70 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Table of Contents iii 528 Infrastructure Repair ............................................ ........................................................ 5 -3 5.2.9 Infrastructure Repair with Advanced Replacement ....................... 5 -3 5.2.10 On-Site Infrastructure Response .............................................. ............................... 5 -3 5.2.11 Network Preventative Maintenance .......................................... ............................... 5 -3 5.2,12 Optional Post Warranty Services .............................................. ............................... 5 -4 5.3 Summary of Warranty and Optional Post - Warranty Service ............. 5 -4 Section 6 ProjectSchedule ............................................................................................. ............................... 6 -1 Section 7 PricingSummary .............................................................. ............................... 7-1 7.1 POLICE MCC7500 Consoles, Mobiles, Portables and Flash Upgrades pricing summary. 7-1 7.2 Public works Mobiles, Portables, Consolettes and Flash Upgrades pricing summary ...... 7 -3 Section 8 Termsand Conditions ..................................................................................... ............................... 8 -1 City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers Motorola Solutions Confidential Restricted 55A -71 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Table of contents Iv SECTION 1 S*Yj'STEM DESCRIPTION 2 Motorola is pleased to provide the City of Santa Ana (Santa. Ana) with a proposal to replace their existing legacy dispatch operator positions with our ASTRO® 25 series MCC 7500 IP Dispatch Console. The new MCC 7500 Dispatch Consoles sub - system will Connect to the Orange County ASTROC 25 Master Site. The MCC 7500 Dispatch Console will provide the City of Santa Ana with scalable, flexible system architecture, sophisticated network management and security, and an easy migration to future capabilities. This proposal also includes the following subscriber radio equipment (no services) for the City of Santa Ana Police Department and Public Works: City of Santa Ana Police Department subscribers: (333) APX 6000 with encryption • (166) Hot Red Receiver Mobile Red. APX 6500 without encryption a (166) Hot Red Receiver Mobile Green APX 6500 with encryption (34) Hot Red Receiver Motorcycle Red APX 7500 without encryption i (34) Hot Red Receiver Motorcycle Green APX 7500 with encryption (8) APX 7500 consolettes with encryption (194) XTS 5000 flash upgrade with encryption (8) XTL 5000 flash upgrade with encryption City of Santa Ana Public Works subscribers: (108) APX 4000 without encryption (38) APX 6500 without encryption (3) APX 7500 consolettes without encryption (8) XTL 5000 flash upgrade to P25 without encryption (6) XTL 2500 flash upgrade to P25 without encryption The system description section of the proposal expands on the operation, specifications, and equipment of each component of the proposed solution. @ � Motorola's proposed dispatch solution for the City of Santa Ana features our MCC 7500 Dispatch Console, offering IP -based seamless connectivity between the Santa Ana's dispatch operators and field personnel. The proposed solution will provide City of Santa Ana with a scalable design, flexible system architecture, sophisticated network management, and an easy migration path to fitture capabilities. City of Santa Ana MC07500 P25 olspatch Migration and Subscrlbers 02 April 2015 Use or disclosure orthis proposal is subject to the restrlctlons on the cover page. Motorola Solutions Confidential Restricted 55A -72 System Description 1 -1 MCC 7500 Console Configuration For City of Santa Ana The proposed sohition includes seven (7) MCC 7500 Dispatch Console's designed to interface with the existing Orange County ASTROV 25 system. All of the dispatch positions will be located at Santa Ana's dispatch. The proposal details the functionality of the following included components, Licenses (7) MCC 7500 advanced conventional licenses 0 (7) MCC 7500 tranking licenses (7) MCC 7500 secure operation with AES and DES -XL algorithms (2) MCC 7500 master site add -on console licenses (3) UNC device licenses City of Santa Ana MCC 7500 -based dispatch site: • (7) MCC 7500 Operator PC (7) 22" Non -Touch Monitor • (7) MCC 7500 Voice Processor Module (VPM) Y (14) Headset Jacks (14) Single Muff Noise Cancelling Headsets (21) Desktop Speakers (7) Single Pedal 24" Wide Footswitch 4 (7) Dual Instant Recall Recorder (IRR) a (2) Motorola GGM 8000 Gateways • (2) Site Ethernet LAN Switches (1) GCP 8000 Conventional Site Controller (4) Enhanced Conventional Channel Gateways (1) MI{M 7000 Console Alias Manager (1) SDM 3000 AUX I/O Terminal Units • (1) SDM 3000 AUX FO Expansion Spares An MCC 7500 system diagram is shown in Figure 1 -1. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrlctlons on the cover page. Motorola solutions Confidonttal Restricted 55A -73 System Description 1.2 1.3 r-- -- ------------- - - - - -I ORANGE COUNTY ASTRC 25 7,12 MASTER SITE I (LOMA RIDGE; I - - - - - - - - - - - -r - - -- - - - - - - - - - 1- - --1 r- I MKN 400Ert6 ROUT0C;L I$ITE:at OUTER SITE sWITCH'Y MCC root f SLTE TWITCH1 :. (CITY _: ^;__ L_ (Gn me<vrYi'eofe.'.''' I 3 ISDN 9000 ^" AU]CIIC CONvLNTIONAI. POOOaA. W' I tlm 5CCG41 I $ITE . (O'[Y 2: �,,OGGEa tOTY 24 SON 900( CONTROLLEP�.,sl� AUXNC E %PAN SID N — J I Olty ! — — — — — � — — — L _ na n�i— — _ - - — — Figure 1 -1: Santa Ana Consote Logical Block Diagram t N,� The MCC 7500 dispatch consoles offers City of Santa Ana the state -of -the -art communications, console management and configuration functionality, dispatch operation, and communications security. 1.3.1 Interoperability Features Motorola's ASTROV 25 product line is specifically designed around APCO P25 standards, All voice messages are digitized and all Land Mobile Radio (LMR) system features are compliant with P25 standards. As part of ongoing enhancements to this solution, Motorola has joined and actively participated in the P25 intomperab'ility committee to ensure continuously improving interoperabllity with the radios of other P25 vendors. ASTRO 25 is also fully Common Air Interface (CAI) compliant. City of Santa Ana MOC7500 P25 Dispatch Migration and Subscribers Motorola can use multiple Santa Ana- furnished interoperability radios to install, configure, and make operational the necessary hardware and software to provide two -way communications between the MCC 7500 dispatch consoles and Mutual Aid channels. As shown in Figure 1 -2, interoperable communications can be provided through a dispatcher - initiated interface (patch) to the Mutual Aid radios. The Motorola Conventional Channel Gateway (CCGW) forms the bridge between the MCC 7500 dispatch console on the ASTRO 25 radio network and the 02 April 2015 Use or disclosure of this proposal Is subjeo[ to the restrictions on the cover page. Motorola Solutions Confidential Restricted 55A -74 System Description 1 -3 Mutual Aid radios. This allows the dispatcher to patch together Mutual Aid radios and required subscribers on the ASTRO 25 system as situations dictate. As an incident occurs, local Mutual Aid agencies can initiate a radio conversation to an MCC 7500 dispatch location via a programmed channel. By selecting an icon on the console monitor, the dispatcher can initiate a patch to an RP channel for first responders as necessary. Incident conversations will be seamless from the moment of the patch initiation, and can be recorded like any talk group conversation within the LMR network. The dispatcher will also be able to take part in and monitor conversations for the duration of the incident, as necessary. Figure 1 -2: Mutual Aid Components 1.3.1.1 Integration with the ASTRO 25 Network The MCC 7500 IP Dispatch Console is designed to integrate seamlessly with the Orange County ASTROO 25 7.13 system. This tight union between radio infrastructure and dispatch console equipment has several operational benefits to the City of Santa Ana. City of Santa Ana MCC7600 P25 Dispatch Migration and Subscribers 02 April 2016 Use or disclosure of this proposal Is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted 55A -75 System Description 1.4 This modular IP approach substantially reduces the amount of space needed for bacicroom electronics. All dispatch activity is performed over IP. The physical space needed to accommodate the MCC 7500 console position is comparable to that required for a personal computer. Both trunked talkgroups and conventional radii channels can be accessed and controlled from one MCC 7500 IP Dispatch Console over the same network. This reduces overall transport costs and the need for duplicate fixed network equipment. Table 1 -1 outlines the benefits of the MCC 7500's seamless integration to the ASTRO 25 network. Table 1 -1: Benefits of Seamless Integration of the MCC 7500 IP Console with Orange County's ASTRO 25 Network Benefit to City of Sa nta Ana Tight coordination between the IP Subscribers and console operators will be able to network and IP console eliminates the communicate without loss of Information. potential for audio degradation. Emergency calls are prioritized for be able to hear Console operators wilqrn successful delivery regardless of emergency calls from the field. network traffic. Inherent access to all system resources Console operators wil be able to reach out to within the network provides dispatch users in the field, priority to reach any user when needed. Rapid call set up times and quality of The ability to scale th to handle future service, regardless of the size of the capacity, while maintaicient dispatch system. operations, True end -to -end encryption capable Assurance that sensitate communications will from the subscriber to the console r emain secure, from t in the field to the console operator position, enhancing dispatch operator operational security Improved bandwidth efficiencies reduce Ongoing cost savings ta Ana. transport costs. 1.3.1.2 Connection to ASTRO 25 System Details on the connectivity between the MCC 7500 dispatch console and the ASTRO 25 system are described below. Dual Site Link The MCC 7500 dispatch console site for City of Santa Ana is remote from the core site and is provided with redundant site links to provide path diversity. The console site has two logical connections to the Orange County Master Site, with each connection using a different core router. Each console site gateway provides an interface that handles all of the IP Network Management traffic between the MCC 7500 dispatch console center and Orange County ASTRO 25 system's core site. Orange County is responsible to provide two (2) T1 links to connect to the Santa Ana's dispatch center based on the requirements below: City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. 0 Motorola Soludons Confldentlai Rastricted 55A -76 System Description 1 -5 1,3,1.3 1.3.2 o!' r_.— O-t- - RCp 1x10 Stratum Level 2 or Better Max. Delay 5 milliseconds (ms) Availability 99.999% Line Coding B8ZS (bit 8 zero substitution) Signaling Clear Channel Compression None Framing ESF (extended super frame) Pulse Amplitude 0 dBdsx (3,10V +/- 0.3V or 6V P -P) Dry or Wet Dry, No voltage ( -48 VDC or other) Present ''Public Safety Grade Circuits — Red Tag Status LAN Switch The site LAN switch provides LAN interfaces for dispatch site equipment and a LAN port for the link to the core site, Through the switch, service technicians can access the system's configuration manager and service the equipment, Dual LAN switches have been provided to ensure dispatch functionality is not completely lost in the event of a LAN switch failure. Voice Encryption The MCC7500 provides true end -to -end encryption from the subscriber to the console operator position, enhancing operational security. This assures that sensitive, private oemrurmications will remain secure, from the user in the field to the console dispatch operator. AES and DES -XL encryption algorithms have been included in the proposal. Console Operations The MCC 7500 dispatch console is designed to provide mission - critical audio between the dispatch console and users in the field. It is optimized for real - time audio, prioritizing emergency calls over other traffic, minimizing voice queuing, and transmitting calls in 450 milliseconds or less. Using robust e1Tor mitigation to maintain call quality even when the systern'is heavily loaded, the MCC 7500 dispatch console reduces communication errors that may force dispatch console operators to repeat their transmissions. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola solutions Confidential Restricted 55A -77 Systern Description 1 -6 13.2.1 Dispatch Interface The MCC 7500 dispatch console's graphical user interface (GUI) optimizes user efficiency. It is designed to display the maximum number of resources a dispatch operator is able to easily view and control. The City of Santa Ana can customize the MCC 7500 dispatch GUI by agency or by individual user to meet their dynamic needs and requirements. Elite Dispatch Graphical User Interface The MCC 7500 dispatch GUI is an enhanced version of Motorola's Gold Elite Dispatch GUI. For existing Gold L`+lite users, the GUI allows a smooth transition and minimal training for radio dispatch operators, For new users, the graphical icons and customization options make the MCC 7500 dispatch console GUI easy to learn and operate. An example of the MCC 7500 dispatch GUT is shown in Figure 1 -3. Figure 1 -3: The MCC 7500 dispatch GUI delivers critical real-time Information Is delivered to the console operator when and where they need it Based on operator preferenee, the MCC 7500 dispatch GUT can be customized to show details of trun ked and conventional RF charnels on a per - channel basis. Various controls can be highlighted, such as patch status, frequency select, coded /clear select, and individual volume control. Per - channel controls can be fully or partially shown, or hidden to save space on the screen. Busy dispatch operators can respond to a missed call by simply clicking on an entry in the Activity Log. The number of calls and call information displayed in the Activity Log is customizable to suit the needs of the user. The status of auxiliary inputs and outputs can be conveniently interpreted from the GUI with the use of familiar graphical icons, such as a door shown open or closed. City of Santa Ana M007500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page, System Description 14 Motorola Solutions Confidential Restricted 55A -78 1.3.2.2 Standard Radio Transmission and Reception A typical MCC 7500 dispatch console has two speakers, one for selected audio and the second for all remaining unselected audio. Additional speakers can be added to the console, allowing dispatch operators to configure a specific speaker for a set of designated audio sources. This simplifies multitasking between multiple audio sources, allowing flexibility in the way the audio is presented to the dispatch operator, Receiving Calls from the Field and Other Dispatch Operators Dispatch operators have great flexibility as to how to hear calls from field radio users and other dispatch operators. Each console dispatch operator can define his or her own audio reception profile. They can select a single audio source, whether conventional or talkgroup, to be heard on a selected speaker ( "Single Select "). The dispatcher can also define groups of radio resources that can all be heard on a selected speaker ( "Multi - Select "). Initiating Calls to the Field and Other Dispatch Operators The dispatch operator has several different ways of initiating a call. In most circumstances, a "General Transmit" is appropriate. With the general transmit, the dispatch operator selects a resource on the console and activates the transmission through a footswitch, headset transmit button, or a microphone transmit button. If the dispatch operator needs to quickly transmit on a resource, they use the "Instant Transmit" function, which activates the resource regardless of whether it is selected. To prevent accidental activation of "Instant Transmit," it can be limited through an "Instant Transmit Safety Switch," which must be pressed prior to activation of "Instant Transmit." Making Calls to the Field and Other Dispatch Operators The dispatch operator can transmit audio in different ways, depending on who they need to speak with and how important that communication is. Most basically, they can make calls to all users listening to a specific conventional radio resource or a specific trunking talkgroup. When multiple resources are required, the operator can select additional talkgroups and/or conventional channels as needed for the call using the multi- select feature. 1.323 Dispatch Audio Experience Emergency Alarms The MCC 7500 dispatch console is capable of monitoring radio subscribers for user initiated emergency activations. On subscriber radios that are equipped and programmed to transmit an emergency alarm, the MCC 7500 dispatch console detects that this emergency has occurred and displays the emergency on operator positions that are preprogrammed to receive the emergency notification. Operator positions can be programmed to either receive the emergency or to completely ignore it. In the event of an emergency condition from a radio user, all programmed consoles will give both an audible and visual indication of the event. The dispatch operator can then silence the emergency leaving the visual indication on the screen indicating information on the initiating radio allowing the call to be handled and dispatched appropriately. Once an emergency is received all programmed operator positions will give the audible and visual indication of the event. Any one of these operator positions has the ability to silence the emergcney at only their position or for all operator positions on the system. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted 55A -79 System Description 1 -8 Tn the event of a system that all channels are busy at the RF site that receives the emergency, that event is automatically given a Priority Level 1. This is the highest priority possible, putting the emergency call at the top of any busy queue. The emergency call will be given the next available voice channel at that site bumping all non- emergency calls in the queue. Desktop Speakers Each dispatch console is capable of supporting up to four audio speakers. In this design, three speakers are included per position. These speakers supply audio for select /tmselect, as well as pre- determined audio sources to specific monitor speakers, each of which transti is unique audio —that is, an audio source cannot appear in multiple speakers at a single dispatch console. Monitor speakers — can tie specific talkgroups to a certain speaker, such as all fire resources to speaker 3. Each speaker has individual volume controls, and contains an amplifier that provides a maximum of 2 Watts of power output. Speakers are self- contained units, and can be placed on a desktop, mounted in a rack/furniture, mounted on a wall, or mounted on a computer monitor. Headset Jack Each dispatch console is capable of supporting up to two headsetjacks. A headset jack allows a dispatch console user to use a headset while operating the dispatch console. Each headset can either be connected to the console for supervisory applications, or to a desk telephone. The equipment design proposed includes two headsetjacks per operator. The headset jack contains two volume controls: one for adjusting the level of received radio audio and one for adjusting the level of received telephone audio. The headset jack supports headsets which use either PJ7 (6 -wire) or PT327 (4 -wire) longframe connectors (6 -wire headsets have a PTT button while 4 -wire headsets do not have a PTT button), Headset Base The PIeadset Base consists of an audio amplifier, a push -to -talk switch and a long cord with a PJ7 long frame connector at the end. Footswitch Each dispatch console is capable of a single pedal footswitch. The footswitch can be configured to control general transmit function. Instant Recall Recorder Port (for Radio) Short -term, console - specific audio recording is a mechanism used to record a portion of the inbound audio present on a specific dispatch console and make it readily available to the dispatch console user. This recorded audio is retained by the recording system for a short period (typically about 60 minutes) and is easily played back by the dispatch console user. This allows the dispatch console user to replay received audio that the user may have missed. The instant recall recorder port (for radio) allows an instant recall recorder to be connected to a dispatch console. The post provides an output containing the receive radio audio on the selected channels, Transmit audio of any type (from either this dispatch console or a parallel dispatch console) as well as tones generated by the dispatch console (emergency tones, callback tones, busy tomes) are not included in the audio output. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure or this proposal is subject to the restrictions on the cover page, aMotorola Solutions Confidential Restricted 55A -80 System Descrlptlon 1 -9 Dispatch console generated tones (e.g., emergency alarm tones, trunking busy tones, error tones, etc,) are not included in the audio appearing at the analog audio output. This is done so that they do not interfere with the dispatch console user's ability to understand the voice audio that was recorded. 1,324 Radio Patch Control MCC 7500 console users can patch commrmication between trunked and/or conventional radios that are normally unable to communicate with each other due to different features, programming, or even different frequency bands. A patch group is a group of linked resources that can both receive messages from a console and transmit to all other members of the patch group. The MCC 7500 supports a maximum of 16 active patch groups. Setting up a Standard Patch A dispatch operator can set up a standard patch between tnmked resources and/or conventional resources. After the patch is created, the dispatch console transmits all audio on one resource to all other resources in the patch group. Patched radio users see the ID or alias of the other patched radio($), as opposed to that of the console, provided that the radio subscriber is capable of displaying IDs. This m nimizes confusion and the need for the dispatch operator to intervene in the call. Patches are automatically re- established if interrupted so the MCC 7500 user can concentrate on continuing operations. Pro - Defined Patches Patches can also be pre - defined, and be automatically re- initiated each time a dispatch console computer is restarted ( "Patch Auto - Start "). Using Multi - Select The Multi - Select feature allows a dispatch console to define groups of selected radio resources. When a Multi - Select group is opened, all of the resources in the group are simultaneously selected. Resources can be added or removed from a Multi- Select group while it is open or while it is closed. The Multi- Select feature; • Selects multiple resources simultaneously. • Defines and stores groups of resources so that multiple resources can be conveniently selected and deselected. 1.3.2.5 Call Management and Control Automatic Prioritization of Calls Calls on the MCC 7500 dispatch console are prioritized through a transmission hierarchy. Calls from primary supervisors take priority over those from secondary supervisors, which in turn take priority over non - supervisors, Instant Transmit or All- Points Bulletin (APB) transmissions, regardless of whether they are from a supervisor, will tale priority over general or patch transmissions. Multiple dispatch console operators can be designated as primary supervisors on the same system, which is useful when multiple agencies share one system, each with their own primary supervisor. Console supervisors have the capability to disable and enable operator console functionality as necessary. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers Motorola Solutions Confldentlal Restricted 55A -81 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on 1ho cover page. System Description 1,10 Manual Prioritization of Calls "System Access Priority Select" allows a dispatch operator to prioritize trunked resources on the system as either "normal" or "tactical." A dispatch operator can change the priority of a tranked resource to tactical in order to give the resource a better chance of gaining comnn nication access on a busy system. Only emergency calls have a higher priority than tactical. When the System Access Priority status of a resource is changed, it is updated at all dispatch consoles in the systems that are monitoring that trunked resource. MKM 7000 Console Alias Manager Motorola has included in the proposal a MKM 7000 Console Alias Manager (CAM). The MKM 7000 manages the radio unit ID aliases that are displayed on MCC 7500 dispatch consoles. It enables agencies that are sharing a radio system to make changes to the aliases that are displayed on their dispatch positions and logging recorders, without affecting the aliases displayed on the dispatch positions and logging recorders of other agencies on the system. A typical dispatch console uses many types of aliases to nuke it easier for dispatchers to do their jobs by providing meaningful, descriptive names instead, of numeric ID numbers for different resources on the console. For example, aliases are used for: • Trunldng talkgroups and conventional channels • Aux FOS • Secure keys used for voice encryption • Frequencies on multi- frequency conventional channels • PL codes on conventional channels using PL Preconfigured pages s Radio unit IDs (also called radio PTT IDs) Most of these aliases are defined when the console is first installed and rarely or never change. But, radio unit IDs can change more often and thus need a way to easily make changes. The MKM 7000 Console Alias Manager satisfies this need. 1A MCC 7500 DISPATCH CONSOLE COMPONENT DESCRIPTION An MCC 7500 Dispatch IP Console consists of the following elements: • Operator position computer • Voice Processing Module (VPM) • Auxiliarylnput /Outputs • histant Recall Recording (IRR) • Networkequipment • Conventional Channel Interface equipment This section discusses the various components that make up the proposed MCC 7500 D ispatch Console system, Figure 1 -4. These components are connected together and to the rest of the ASTRID 25 system on an IP network via console site routers and switches. The MCC 7500 Dispatch Console functions as an integrated component of the total radio system, fully participating in system level features such as end -to -end encryption and agency partitioning. Since the network is IP- based, the system's interfaces and components can be distributed physically throughout the network. Logging components can be centrally located at the zone core or distributed at console sites. CCGWs can be located at conventional -only RF sites, at trunking RF sites, the City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Q Motorola Solutions Confidential Restricted 55A -82 System Description 1 -11 master site, or at console sites with conventional stations. Aux UO Servers can be placed anywhere in the zone, closest to where they are needed. Figure 1.4: Typical Motorola MCC 7500 Dispatch Console Hardware Architecture 1,4,1 Operator Position Components MCC 7500 operator positions connect directly to the radio system's IP transport network without gateways or interface boxes. Audio processing, encryption, and switching intelligence for dispatch are performed within each software -based operator position, without additional centralized electronics. An MCC 7500 operator position consists of a computer, a Voice Processing Module (VPM), one select spealcer, up to three unselect speakers, a desktop gooseneck microphone and/or headset j ack box with in -line PTT amplifier and headset, and optional footswitch. Voice Processing Module (VPM) 'r ;F x Typical MCC 7500 Operator Position Components The VPM provides vocoding and audio processing services for the dispatch console. It connects to the console site LAN switch and communicates with the dispatch console PC via Ethernet. Each operator position includes a PC and a dedicated VPM. The VPM also provides connections for analog devices to be connected to the digital console. The VPM has connectors for the following devices: 02 April 2015 City of Santa Ana use or disclosure of this proposal is subject MICC750o P25 Dispatch Migration and Subscribers to the restrictions on the cover page. Motorola Solutions Confidential Restricted 55A -83 System Description 1 -12 Desktop Desktop speakers Dispatch Microphone Monitor console PC Analog VPM y--� FRcl H-I locd la99gnp Rewltler II Raul r E%lemel Pacing Enma, Esy'd Ec able '71 Etlerne17elepinna ayelem cable ed,ernaf Analog Cable HeadseW acks � " ... gq LAN Consola Slte Jim swrrw.w. Switch Router MCC 7500 � Canaala Dispatch Site Link Consoles ^^��Ethernet Cables per (WAN) Dispatch Console Figure 1.4: Typical Motorola MCC 7500 Dispatch Console Hardware Architecture 1,4,1 Operator Position Components MCC 7500 operator positions connect directly to the radio system's IP transport network without gateways or interface boxes. Audio processing, encryption, and switching intelligence for dispatch are performed within each software -based operator position, without additional centralized electronics. An MCC 7500 operator position consists of a computer, a Voice Processing Module (VPM), one select spealcer, up to three unselect speakers, a desktop gooseneck microphone and/or headset j ack box with in -line PTT amplifier and headset, and optional footswitch. Voice Processing Module (VPM) 'r ;F x Typical MCC 7500 Operator Position Components The VPM provides vocoding and audio processing services for the dispatch console. It connects to the console site LAN switch and communicates with the dispatch console PC via Ethernet. Each operator position includes a PC and a dedicated VPM. The VPM also provides connections for analog devices to be connected to the digital console. The VPM has connectors for the following devices: 02 April 2015 City of Santa Ana use or disclosure of this proposal is subject MICC750o P25 Dispatch Migration and Subscribers to the restrictions on the cover page. Motorola Solutions Confidential Restricted 55A -83 System Description 1 -12 • One desktop microphone • Two heads ctjacks • Four desktop speakers • Logging recorder • Radio instant recall recorder • External telephone set • External paging encoder • Footswitch • Generic transnut audio input Some of the connectors listed above can be used to provide audio inputs and outputs for connecting other types of dispatch consoles to the Motorola radio system in conj unction with the Motorola MCC 7500 Dispatch APIs. The secure card provides encryption and decryption set-vices for the dispatch console. It is capable of supporting multiple, simultaneous encryption/decryption sessions using multiple algorithms and multiple secure keys. Personal Computer (PC) The dispatch console uses a customized Motorola - certified HP Z420 PC running the Microsoft Windows operating system, containing a Motorola - designed voice card and a Motorola- designed secure card. The PCs used in ASTRO 25 systems have a mini -tower fonn factor. The PCs are processed through Motorola factories in Schaumburg so that the application software, voice cards, and secure cards can be installed and tested to ensure they are operating properly. 1,4,2 Auxiliary Inputs and Outputs Included in the proposed dispatch solution is an Auxiliary Input /Output server. AUX 1/0 enables console operators to control and monitor externaL devices, such as doors and lights, from the console user interface. Multiple dispatch consoles anywhere in the network may monitor and control the same relay output and/or external inputs. Changes are indicated across all dispatch consoles simultaneously. Custom zable graphic icons are also used to provide a visual indication of both the function and state of external inputs. The contact closures and input buffers required to interface to these devices are housed in Remote Terminal Units (RTUs). These RTUs can be physically located close to where they are needed, at any console site or RF site. The dispatch consotes and RTUs communicate with each other across the radio system's IP transport network. Individual relay outputs can be configured so that they require a safety switch to be, pressed before they respond to any commands from the dispatch console user. Supported Aux 1/0 Configurations The following Aux 1/0 configurations are supported. Momentary Input This is an input where the user interface always shows the true state of the input. 02 April 2015 City of Santa Ana Use or disclosure of this proposal Is subJect MCC7500 P25 Dispatch Migration and Subscribers to the restrictions on the cover page. w System Description T -13 Motorola solutions Confidential Restricted 55A -84 1.4.3 Aux o Configuration Description This Is an input where the user interface does not necessarily show Latched Input the true state of the Input. When the input goes active, the user interface shows the state as active. The display will continue to show the state as active even if the input changes to the inactive state. A dispatch console user must manually reset the display to return it to the inactive state, Momentary Output This output relay is activated when the dispatch console user presses the button on the user interface and deactivated when the dispatch console user releases the button. Latched Output This output relay changes state only when the dispatch console user presses the button. Interlocked Latched This latched output relay is part of a group of latched output relays. Output Only one of the relays in the group may be active at a time. Interlocked relays work in a "break before make" fashion; that is, the previously active relay is deactivated before the new relay is activated. Conventional Channel Gateway Equipment Conventional Charnel Gateways (CCGWs) are used to interface analog and ASTRO 25 conventional channels to the ASTRO 25 radio system infrastructure. CCGWs provide 4 -wiry analog interfaces for analog charnels and V.24 and IP digital interfaces for ASTRO 25 conventional channels. The platform that is hosting a CCGW may be solely dedicated to that task or it may also be used as a console site router or an RF site router, provided the WAN link is not redundant. The enhanced GGM 8000 -based CCGW is available for interfacing to conventional channels. The enhanced CCGW can support combinations of analog, MDC 1200, ACIM Link, digital and mixed mode channels simultaneously. Conventional Site Controllers The conventional site controller allows dispatch console users to continue to access and control local conventional channels if connectivity to the radio system's controller is lost. This mode of operation is often called "fallback operation" or "site conventional operation". The conventional site controller is comprised of the GCP 8000 site controller hardware with different software to provide the conventional capabilities. When used as a conventional site controller, the GCP 8000 site controller is outfitted with a single site controller module rather than two site controller modules. Only one conventional site controller is required per console site or conventional subsystem. This single conventional site controller is capable of supporting the full set of dispatch consoles, archiving interface servers and CCGWs that can be placed in a console site or conventional subsystem. Motorola is providing one (1) Conventional Site Controller at Santa Ana. Features Supported in Fallback Operation While in fallback operation, the dispatch consoles continue to support the vast majority of their capabilities and features, The following general feature groups are supported: • Station Control Features on Conventional Channels • Main /Alternate Conventional Channel Interfaces • Integrated Paging Encoder (analog channels only) • Channel Marker City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 10 Motorola solutions confidential Restricted 55A -85 02 April tot e Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 1 -14 • Alert Tones • RE Cross Mute • RF Cross Busy • Acoustic Cross Mute • Patch • Select and Multi- Select • Aux 1/Os (that are located at the console site) • Call Alert (ASTRO 25 Conventional channels only) • Emergency Call (ASTRO 25 Conventional channels only) 1.5.1 APX 7500 Consolettes Eight (8) APX 7500 consolettes have been included in this proposal for the Police Department and three (3) APX 7500 consolettes for Public Works have been to provide backup communications for the City of Santa Ana dispatchers. Each consolette comes with a front panel equipped with a LCD display, numeric APX 7500 consolette keypad, programmable buttons, VII meter, internal local speaker, auxiliary display, keyload port, W &D port, and a myriad of ports for additional control and programming. Every APX 7500 consolette has a dedicated logging port for use with logging recorders. Each consolette can be connected to the proposed GGM 8000 Conventional Channel Gateways (CCGWs), allowing dispatchers to communicate with field users in the unlikely event that the dispatch center loses connectivity to the system core. The proposed APX 7500 consolettes will be re -using the Santa Ana's antenna system. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted 55A -86 System Description 1 -15 SECTION 2 EQUIPMENT LIST 2,1.1 2.1.2 orange County Licenses for Santa Ana 1 SQM01SUM0239 MASTER SITE CONFIG UPGRADE 1 CA0099OAK NM /ZC LICENSE KEY 7.13 1 CA00997AK UCS LICENSE KEY 7.13 2 CA02105AA MCC7500 /MCC7100 CONSOLE LIC 3 CA01316AA ADD: UNC ADDTL DEVICE LIC (QTY 10) Santa Ana Dispatch Positions q i 1 B1905 8 ilia, # MCC 7500 ASTRO 25 SOFTWARE 7 81933 MOTOROLA VOICE PROCESSOR MODULE 7 CA01542AA ADD: MCC 7500 BASIC CONSOLE FUNCTIO 7 CA01644AA ADD: MCC 7500 /MCC 7100 ADV CONVL O 7 CA01643AA ADD: MCC 75001 MCC 7100 TRUNKING 7 CA00147AF ADD: MCC 7500 SECURE OPERATION 7 CA00182AB ADD: AES ALGORITHM 7 CA00144AC ADD: DES -XL ALGORITHM 7 CA00140AA ADD: AC LINE CORD, NORTH AMERICAN 7 DS22WBLK 22 INCH WIDE NON -TOUCH MONITOR, BLA 7 TT2538 Z420 LOW TIER WORKSTATION WINDOWS 7 7 T7449 WINDOWS SUPPLEMENTAL TRANS CONRG 7 DSRMP615A SPD, TYPE 3,120V RACK MOUNT, 15A P 21 81912 MCC SERIES DESKTOP SPEAKER 14 81913 MCC SERIES HEADSET JACK 14 RLN6098 HOST MODULE BASE WIPTT, 15' CBL 14 RMN5078B SUPRAPLUS NC SINGLE MUFF HEADSET 7 DQACM3151 TRANSMIT FOOT SWITCH 7 T7885 MCAFEE WINDOWS AV CLIENT 7 DDN1245 DUAL IRR SW USB HASP WITH LICENSE 7 DDN1895 SOUND BLASTER AUDIGY RX SOUND CARD 7 CDN6673 CREATIVE LABS INSPIRE A60 City of Santa Ana MC07500 P25 Dispatch Migration and Subscribers 4) Motorola solutions Confidential Restricted 55A-87 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Equipment List 2 -1 2 CLN1856 2620 -24 ETHERNET SWITCH ? 2 SQM01SUM0205 GGM 8000 GATEWAY 2 CA01616AA ADD: AC POWER 1 F4543 SITE MANAGER BASIC 1 VA00874 ADD: AUX 1 -0 SERV FW CURR ASTRID REL 1 V266 ADD: 90VAC TO 260VAC PS TO SM 3 V592 ADD TERM BLCK & CONN W1 1 F4547 SM 10 EXPANSION BASIC 1 V266 ADD: 90VAC TO 260VAC PS TO SM 3 V592 ADD TERM BLCK & CONN WI 1 T7038 GCP 8000 SITE CONTROLLER 1 CA00303AA ADD: QTY (1) SITE CONTROLLER 1 X153AW ADD: RACK MOUNT HARDWARE 1 CA01136AA ADD: MCC 7500 CONVEN SITE OPER 4 SQM01SUM0205 GGM 8000 GATEWAY ^ 4 CA01616AA ADD: AC POWER 4 CA02141AA ADD: LOW DENSITY ENH CONV GATEWAY 1 BVN1013 MKM 7000 Console Alias Manager Soft 1 TT2538 2420 LOW TIER WORKSTATION WINDOWS 7 1 DS019BLK 19 INCH NON -TOUCH MONITOR, BLACK 1 T7885 MCAFEE WINDOWS AV CLIENT 1 TRN7343 SEVEN AND A HALF FOOT RACK 2 DSRMP615A SPD, TYPE 3,120V RACK MOUNT, 15A P 6 DSTSJ48CLT SPD, RJ -45 OR HARDWIRE CONNECTED FO 1 DSTSJADP RACK MOUNT GROUND BAR, 19 IN FOR TS 3 DSEVNSL0615A1000 'I OOOFT (304.8 -M), CAT6 / 400 MHZ, S 1 CLN1856 2620 -24 ETHERNET SWITCH ? 1 SQM01SUM0205 GGM 8000 GATEWAY 1 CA01616AA ADD: AC POWER 1 81912 MCC SERIES DESKTOP SPEAKER 1 B1913 MCC SERIES HEADSET JACK 1 TT2538 Z420 LOW TIER WORKSTATION WINDOWS 7 1 B1934 MCC 7500 VOICE PROCESSOR MODULE FRU 1 CA00147AF ADD: MCC 7500 SECURE OPERATION 1 CA00182AB ADD: AES ALGORITHM City of Santa Ana MC07500 P25 Dispatch Migration and Subscribers 02 April 2015 Uss or disclosure of this proposal Is subject to the restrictions on the cover page 40 Motorola Solutions Confldenfial Restricted 55A -88 Equipment List 2 -2 2.1.3 2.1.4 w 1 r CA00144AC Mimi as ADD, DES -XL ALGORITHM 1 SQM01 SUM0205 GGM 8000 GATEWAY 1 CA01616AA ADD: AC POWER 1 CA02141AA ADD: LOW DENSITY ENH CONV GATEWAY 1 DLN6569 FRU: GCP 8000 /GCM 8000 1 DLN6898 FRU: FAN MODULE 1 DLN6781 FRU POWER SUPPLY Santa Ana Police Department APX 6000 Subscribers Santa Ana Police Department APX 6500 Mobile Hot Red Receiver Green Subscribers 166 H981JCH9PW7 N APX6000 700 /800 MODEL 3.5 PORTABLE 333 333 0806 ADD: ASTRO® DIGITAL CAI OPERATION 333 H38 ADD: SMARTZONE OPERATION 333 Q361 ADD' P25 9600 BAUD TRUNKING 333 Q15 ADD: AES /DES -XL /DES -OFB ENCRYPTION 333 H869 ENH: MULTIKEY 333 OA01833 ADD: EXTREME 1 -SIDED NOISE REDUCTIO 333 QA00582 ALT: LIION IMPRES 4100 MAH FM /CSA f 333 QA05100 ENH:STD WARRANTY APPLIES -NO SFS 200 WPLN7080 APX 7000 IMPRES CG SU APX7000 US /NA 25 NNTN7073B IMPRES MULTI UNIT CHARGER with DISP 333 PMMN4069A IMPRES RSM, 3.5MM AUDIO JACK 333 NNTN7033A BATT IMP FM RUGGEDIZED LIION 4100M Santa Ana Police Department APX 6500 Mobile Hot Red Receiver Green Subscribers 166 M25URS9PW 1 N M"El i APX6500 71800 MHZ MID POWER MOBILE 166 G51 ENH: SMARTZONE OPERATION APX6500 166 G806 ADD: ASTRO® DIGITAL CAI OPERATION 166 GA00805 ADD: APX 07 CONTROL HEAD. 166 G444 ADD: APX CONTROL HEAD SOFTWARE 166 G851 ADD: AES /DES -XL /DES -OFB ENCRYPTION 166 W969 ADD: MULTIPLE KEY ENCRYPTION OPERAT 166 G361 J ADD: P25 TRUNKING SOFTWARE City of Santa Ana MCC7500 P25 Dlspatoh Migration and Subscribers Motorola Solutions confidential Restricted 55A -89 02 April 2015 Use or disciosi.ire of this proposal Is subject to the restrictions on the cover page. Equipment List 2 -3 2.1.5 2.1.6 166 G67 ADD: REMOTE MOUNT MID POWER 166 G335 ADD: ANT 1/4 WAVE 762 -870 MHZ 166 W22 ADD: PALM MICROPHONE 34 B18 ADD: AUXILARY SPKR 7.5 WATT 166 166 W599 ADD: 8 MODE DIRECT ENTRY 166 GA01115 ADD: DUAL RADIO STACKABLE MP TRUNNI 166 GA01113 ENH: DUAL RADIO OPERATION (PRIMARY 166 GA05100 DEl SFS-STD WARRANTYAPPLIES Santa Ana Police Department APX 6500 Mobile Mot Red Receiver Red Suhscribers Santa Ana Police Department APX 6500 Motorcycle Hot Red Receiver Green Subscribers City of Santa Ana MCC7600 P25 Dispatch Mlgratlon and Subscrlbars 7/800 SINGLE BAND APX7500 ENH: SMARTZONE OPERATION APX ADD: ASTRO® DIGITAL CAI OPERATION ADD: APX 07 CONTROL HEAD, ADD: P25 TRUNKING SOFTWARE Al AES /DES- XL /DES-OFB ENCRYPTION Al MULTIPLE KEY ENCRYPTION OPERAT 0 Motorola SolutlomConfldentialRestricted 55A -90 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Equipment List 2 -4 VM30URS9PWI W969 34 City of Santa Ana MCC7600 P25 Dispatch Mlgratlon and Subscrlbars 7/800 SINGLE BAND APX7500 ENH: SMARTZONE OPERATION APX ADD: ASTRO® DIGITAL CAI OPERATION ADD: APX 07 CONTROL HEAD, ADD: P25 TRUNKING SOFTWARE Al AES /DES- XL /DES-OFB ENCRYPTION Al MULTIPLE KEY ENCRYPTION OPERAT 0 Motorola SolutlomConfldentialRestricted 55A -90 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Equipment List 2 -4 2.1.7 Santa Ana Police Department APX 6500 Motorcycle Hot Red Receiver Red Subscribers M41 1111 "TIM. 34 M30URS9PW1 N G444 ADD: APX CONTROL HEAD SOFTWARE 34 34 G67 ADD: REMOTE MOUNT MID POWER 34 G69 ADD: NO RF ANTENNA NEEDED 34 B18 ADD: AUXILARY SPKR 7.5 WATT 34 G138 ADD: APX MOTORCYCLE CH SFWR 34 W620 ADD: NO MTRCYCLE ENCL NEEDED APEX 34 GA01116 ADD: DUAL RADIO AUDIO COMBINER 34 G90 ADD: NO MICROPHONE NEEDED 34 GA01115 ADD: DUAL RADIO STACKABLE MP TRUNNI 34 GA01113 ENH: DUAL RADIO OPERATION (PRIMARY 34 GA05100 DEL:NO SFS -STD WARRANTYAPPLIES 34 HMN1090 PALM MICROPHONE Santa Ana Police Department APX 6500 Motorcycle Hot Red Receiver Red Subscribers M41 1111 "TIM. 34 M30URS9PW1 N A 7/800 SINGLE BAND APX7500 34 G51 ENH: SMARTZONE OPERATION APX 34 G806 ADD: ASTROan DIGITAL CAI OPERATION 34 G361 ADD: P25 TRUNKING SOFTWARE 34 G88 ADD: APX NO 02/07 CH NEEDED MTCL 34 G444 ADD: APX CONTROL HEAD SOFTWARE 34 G67 ADD: REMOTE MOUNT MID POWER 34 G89 ADD: NO RF ANTENNA NEEDED 34 G90 ADD: NO MICROPHONE NEEDED 34 G138 ADD: APX MOTORCYCLE CH SFWR 34— W620 ADD: NO MTRCYCLE ENCL NEEDED APEX 34 B18 ADD: AUXILARY SPKR 7.5 WATT 34 GA01117 ENH: DUAL RADIO OPERATION (SECONDAR 34 GA05100 DEL:NO SFS -STD WARRANTYAPPLIES 34 H1835 8 MODE DIRECT ENTRY DEK 34 HKN6169B CABLE, REMOTE MOUNT, 5M 34 HMN1090 PALM MICROPHONE City of Santa Ana MC0750D P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted 55A -91 Equipment List 2.5 2.1.8 2.1.9 2.1.10 can+ Ann Police Department APX 7500 Consolettes Santa Ana Police Department XTS 5000 Flash Upgrade 1 T6751 Q806 Q361 Q327BG H869BN T7769 CA00182AG T7769 CA00182AG DIGITAL SMARTZONE ADD: SOFTWARE ASTRO DIGITAL CAI OPE ENH: PROJECT 25 9600 BAUD TRUNKING ENH: UPGRADE EXISTING SMARTZONE ADD:MULTIKEY PCMCIA NEW UCM UPGRADE CARD (XTS /XT ADD: AES ENCRYPTION SOFTWARE PCMCIA NEW UCM UPGRADE CARD (XTS /XT ADD: AES ENCRYPTION SOFTWARE 194 194 194 194 1 99 1 95 Santa Ana Police Department XTL 5000 Flash Upgrade City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 0 Motorola Solutions Confidential Restricted DIGITAL SMARTZONE ENH:SMARTZONE UPGRADE ENH: ASTRO PROJECT 25 TRUNKING SOFT ENHANCES MULTI KEY OPERATION UPGRAD PCMCIA NEW UCM UPGRADE CARD (XTS /XT ADD: AES ENCRYPTION SOFTWARE 55A -92 02 April 2015 Use or disclosure of this proposal Is subiect to the restrlctlons on the cover page. Equipment List 2 -6 VW969 CA00182AG 8 City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 0 Motorola Solutions Confidential Restricted DIGITAL SMARTZONE ENH:SMARTZONE UPGRADE ENH: ASTRO PROJECT 25 TRUNKING SOFT ENHANCES MULTI KEY OPERATION UPGRAD PCMCIA NEW UCM UPGRADE CARD (XTS /XT ADD: AES ENCRYPTION SOFTWARE 55A -92 02 April 2015 Use or disclosure of this proposal Is subiect to the restrlctlons on the cover page. Equipment List 2 -6 2.1.11 2.1.12 Santa Ana Public Works APX 4000 Subscribers P 108 • H51UCF97ENH:STD M M 000 7/800 MHZ MODEL 2 PORTABLE 108 QA02756 600 OR 9600 TRUNKING BAUD SIN 108 QA04865 WO KNOB CONFIGURATION 108 QAOD582 MPRES LI -ION 2300MAH FM (NNTN 108 QA05100 TD WARRANTY APPLIES -NO SFS 108 WPLN42AC 50/60 HZ U S IMPRES SUC 108 PMMN40ES SPEAKER MIC W /VOL, IP57 108 NNTN85IMPRES LIION TIA4950 IP67 2500 Santa Ana Public Works APX 6500 Subscribers 38 M26URS9PW1 IN DESCRIPTIOM APX6500 7/800 MHZ MID POWER MOBILE 38 G51 ENH: SMARTZONE OPERATION APX6500 38 G806 ADD: ASTRO7 DIGITAL CAI OPERATION 38 G361 ADD: P26 TRUNKING SOFTWARE 38 GA00805 ADD: APX 07 CONTROL HEAD. 38 G444 ADD: APX CONTROL HEAD SOFTWARE 38 G67 ADD: REMOTE MOUNT MID POWER 38 G335 ADD: ANT 1/4 WAVE 762 -870 MHZ 38 W22 ADD: PALM MICROPHONE 38 B18 ADD: AUXILARY SPKR 7.5 WATT 38 GA05100 DEL:NO SFS -STD WARRANTYAPPLIES City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictlons on the cover page, e Q Equ(pment LW 2 -7 Motorola Solutions Conildentlal Restricted 55A -93 2.1.13 2.1.14 2,1.15 Santa Ana Public Works APX 7500 Consolettes 3 L30URS9PW1 N =ASTRO? 00 3 G806 OPERATION 7� 3 G51 ENH: SMARTZO NE OPERATION APX 3 G361 ADD: P25 TRUNKING SOFTWARE 3 GA00469 ENH: EXTENDED DISPATCH APX CONSOLET 3 W382 ADD: CONTROL STATION DESK GCAI MIC 3 ADD: AC LINE CORD US 3 ADD: FULL FP W /05 /KEYPAD /CLOCKIVU 3 ffKN6233 ASS EfvIBLY,ACCESSCRY,APX CONSOLETTE R 3 1000 1000FT (304.8 -M), CAT6 / 400 MHZ, S Santa Ana Public Works XTS 5000 Flash Upgrade 1 T6751 DIGITAL SMARTZONE 8 Q806 ADD: SOFTWARE ASE AL CAI OPE 8 Q361 ENH: PROJECT 25 9RUNKING 8 0327BG ENH: UPGRADE EXIRTZONE Santa Ana Public Works XTS 2500 Flash Upgrade 1 T6811 DIGITAL AND ANALOG LIMITED 3600 BAU 6 Q806 ADD: SOFTWARE ASTRO DIGITAL CAI OPE 6 Q574AC ENH: TRUNKING 9600 BAUD FLASHPORT City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 12 Motorola SOILigon $CoofidantlalRestricted 55A -94 02 April 20'15 Use or disclosure of this proposal Is subject to the restrictlons on the cover page. Equipment List 2 -8 SECTION 3 111 T EI PLAN VERSION #1.010 City of Santa Ana MCC7500 P25 Dispatch vibration and Subscribers Pass--Fail 02 April 2015 Use or disclosure of this proposal is subject to the restrlctloris on the cover page. e Acceptance Tost Plan 3 -1 Motorola Solutions Con£idontlal Resblcted 55A -95 2. TEST ,�,1 Instant Transmit Step 1. Using CONSOLE -1, press the Instant Transmit button on TALKGROUP 1. "ll in Stop 2. Verify that the Transmit indicator is lit. 1, DESCRIPTION Step 3, Verify RADIO -1 can monitor and respond to the call on TALKGROUP 1. The instant transmit switch provides immediate operator access to a channel, independent of its Step 4, On RADIO -1 change to TALKGROUP 2 select status (selected or unselected). It provides over other dispatcher transmit bars or Step 5. Using CONSOLE -1, press the Instant priority optional footswitches. Transmit button on the TALKGROUP 2 radio resource. SETUP Step 6. Verify RADIO -1 can monitor and respond to the call on TALKGROUP 2. RADIO -1 - TALKGROUP 1 CONSOLE -1 — TALKGROUP 1 (Selected), TALKGROUP 2 (Unselect mode) VERSION #1.010 City of Santa Ana MCC7500 P25 Dispatch vibration and Subscribers Pass--Fail 02 April 2015 Use or disclosure of this proposal is subject to the restrlctloris on the cover page. e Acceptance Tost Plan 3 -1 Motorola Solutions Con£idontlal Resblcted 55A -95 MCC 7100/7500 Trunked Resources 2. TEST Step 1. Initiate a wide area call from CONSOLE -1 on TALKGROUP 1. 3.1.2 Talkgroup Selection and Step 2. Observe that RADIO -1 and RADIO-3 Call will be able to monitor the call. Dekey the console and have either radio respond to the call. 1. DESCRIPTION The Talkgroup Call is the primary level of organization for communications on a trunked radio system. Dispatchers with Talkgroup Call capability will be able to communicate with other members of the same talkgroup. This provides the effect of an assigned channel down to the talkgroup level. When a Talkgroup Call is initiated from a subscriber unit, the call is indicated on each dispatch operator position that has a channel control resource associated with the unit's channel /talkgroup. SETUP RADIO -1 - TALKGROUP 1 RADIO -2 - TALKGROUP 2 RADIO -3 - TALKGROUP 1 RADIO -4 - TALKGROUP 2 CONSOLE- 1- TALKGROUP 1 CONSOLE -2 - TALKGROUP 2 VERSION 91.010 City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers Motorola Solutions Confidential Restricted 55A -96 Step 3. Observe that all consoles with TALKGROUP 1 can monitor both sides of the conversation. Step 4. Initiate a wide area call from CONSOLE -2 on TALKGROUP 2. Step 5. Observe that RADIO -2 and RADIO -4 will be able to monitor the call. Dekey the console and have either radio respond to the call. Step 6. Observe that all consoles with TALKGROUP 2 can monitor both sides of the conversation. Pass_ Fail 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Acceptance Test Plan 3 -2 MCC 710017500 Trunked Resources 2. TEST 3,13 Emergency Alarm and Call Display Description 1. DESCRIPTION Users in life threatening situations can use the emergency button on the radio to send an audible alarm and a visual alarm signal to a console operator in order to request Immediate system access to a voice channel for an emergency call. An emergency alarm begins after the radio user presses the radio's emergency button. Pressing the emergency button places the radio in "emergency mode ". To begin an emergency call, the radio user must press the radio's PTT button while in "emergency mode" The assigned voice channel will be dedicated to the emergency caller's talkgroup for an extended period of time, equal to the Message Hang Time plus the Emergency Hang Time. As with other call types, emergency calls can operate across sites as well as within the same site. SETUP RADIO -1 - TALKGROUP 1 CONSOLE- I- TALKGROUP 1 CONSOLE- 2- TALKGROUP I VERSION #1.010 City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers Step 1. Initiate an Emergency Alarm from RADIO -1. Step 2, Observe the Emergency from RADIO -1 Is received at CONSOLE -1 for TALKGROUP I. Step 3. Acknowledge the Emergency at the operator position. Verify CONSOLE -2 receives notification that the call has been acknowledged. Step 4. Initiate a call with RADIO -1 to Initiate an Emergency call. Step 5. Observe CONSOLE -1 and CONSOLE - 2 can monitor RADIO.1 Step 6, Clear the Emergency from CONSOLE -1 on TALKGROUP 1. Step 7. End the Emergency Alarm from RADIO 1. 0 Motorola Snlutlons Confidential Restricted 55A-97 Pass_ Fail 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Acceptance Test Plan 3 -3 MCC 7100/7500 Trunked Resources 2. TEST 3.1.4 Multigroup Cali 1. DESCRIPTION This trunking feature allows an equipped console operator position to transmit an announcement to several different talkgroups simultaneously. As with Talkgroup Calls, multigroup calls operate across sites as well as within the same site. SETUP RADI0-1 - TALKGROUP 1 RADIO-2 - TALKGROUP 2 RADIO -3 - RANDOM CONSOLE -1 -ATG 1 Note: TALKGROUP 1 and TALKGROUP 2 are members of ATG 1. RANDOM is any talkgroup not a member of ATG 1. VERSION #1.010 City of Santa Ana MCC7500 P25 Dispatch lviigratlon and Subscribers Motorola solutions Coorldential Restricted 55A -98 Step 1. Using CONSOLE -1, select the ATG 1 resource. Step 2, Initiate the Multigroup Call from CONSOLE -1. Step 3. Observe that RADIC-1 and RADIO -2 receive the Multigroup Call. Step 4. Verify that RADIO -3 does not receive the Multigroup Call because it Is not a member of ATG 1, Step 5. Answer the Multigroup Call using RADIO -1 and observe CONSOLE -1 receives the response. Step 6. Verify that if the call is answered within the repeater hang time, the console will receive the call on the ATG 1 resource tile, otherwise the console will receive the call on the TALKGROUP 1 tile. Step 7. Verify that if the call is answered within the repeater hang time, RADIO -2 will monitor the call. Pass,_ Fail— 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Acceptance Test Plan 3 -4 MCC 7100/7500 Trunked Resources 2, TEST SETUP RADIO-1 - TALKGROUP 1 Pass —Fail RADIO -2 - TALKGROUP 2 CONSOLE -1 - TALKGROUP 1, TALKGROUP 2 VERSION #1.010 02 April 2015 City of Santa Ana Use or disclosure of this proposal is subject MCC7500 P25 Dispatch Migration and Subscribers to the restrictions on the cover page. Motorola Solutions Confidential Restricted 55A -99 Acceptance Test Plan 3.5 Step 1, From CONSOLE -1, create an Msel group with TALKGROUP 1 and 3.1.5 Multi - Select Operation TALKGROUP 2. Step 2. Transmit on the Msel using the Msel instant transmit button. 1. DESCRIPTION Step 3. Verify that RADIO -1 and RADIO -2 hear the call. Multi - Select (Msel) allows the console operator to Ste 4. p Initiate a call with RADIO -1. group a number of channels /talkgroups together such that when the general transmit bar is Step 6. Verify the call is heard on CONSOLE -1 depressed, all of the multi- selected but not on RADIO -2. channels /talkgroups will transmit at the same time with the same information. Multi - Select is one way Ste 6. p Initiate a call with RADIO -2. communication call. If a radio user responds to a Multi- Select call the talkgroup the user is affiliated Step 7. Verify the call is heard on CONSOLE -1 to will be the only one to hear the call. There is no but not on RADIO -1. super -group formed, so radio communication is still at the single talkgroup level. Multi- Select is Step 8, On CONSOLE -1 dissolve the Msel. utilized to send an APB to several channels /talkgroups. A Multi - Select has a limit of twenty (20) trunking /conventional resources SETUP RADIO-1 - TALKGROUP 1 Pass —Fail RADIO -2 - TALKGROUP 2 CONSOLE -1 - TALKGROUP 1, TALKGROUP 2 VERSION #1.010 02 April 2015 City of Santa Ana Use or disclosure of this proposal is subject MCC7500 P25 Dispatch Migration and Subscribers to the restrictions on the cover page. Motorola Solutions Confidential Restricted 55A -99 Acceptance Test Plan 3.5 MCC 710017500 Trunked Resources 2. TEST Step 1. Using CONSOLE -1 create a patch between TALKGROUP 1 and 3.1.6 Talkgroup Patch TALKGROUP2 Step 2. Initiate a patch call from CONSOLE -1 1. DESCRIPTION Step 3. Verify RADIO-1, RADIO -2, RADIO -3, and RADIO -4 can monitor the call. Talkgroup Patch allows a dispatcher to merge several talkgroups together on one voice channel to participate in a single conversation. This can be used for situations involving two or more talkgroups that need to communicate with each other. Using the Patch feature, the console operator can talk and listen to all of the selected talkgroups grouped; in addition, the members of the individual talkgroups can also talk or listen to members of other talkgroups. Patched talkgroups can communicate with the console dispatcher and other members of different talkgroups because of the "supergroup" nature of the Patch feature, NOTE : If "secure" and blear" resources are patched together, one repeater for each mode may be assigned per site. SETUP RADIO -1 - TALKGROUP 1 RADIO -2 - TALKGROUP 2 RADIO -3 - TALKGROUP 1 RADIO -4 - TALKGROUP 2 CONSOLE -1 - TALKGROUP 1 and TALKGROUP 2 Note: All 4 Radios most have the same home zone. VERSION #1.010 City of Santa Ana MCC7500 P25 Dispatch Migration and subscribers Step 4. Initiate several calls between the radios and verify successful communication. Step 5. Dissolve the patch created in step 1 0 Motorola Solutions Confidential Restricted 55A-1 00 pass_ Fail— 02 April 2016 Use or disclosure of this proposal is sublect to the restrictions on the cover page, Acceptance Test Plan 3.6 MCC 710017500 Trunked Resources 2. TEST Step 1. Initiate a Talkgroup call from RADIO -1 on TALKGROUP 1. Keep this call in Console Priority 3.1.7 progress until the test has completed. Step 2. Observe that RADIO -2 receives the call 1, DESCRIPTION Step 3, While the call is in progress, key up CONSOLE -1 on TALKGROUP 1. Console Operator Positions have ultimate control of transmitted audio on an assigned voice channel resource. The Console Position has the capability to take control of an assigned voice channel for a talkgroup call so that the operator's audio overrides any subscriber audio. Console priority is a feature that enables dispatchers to gain immediate access to an assigned voice channel so that a central point of audio control exists. SETUP RADIO -1 - TALKGROUP 1 RADIO -2 - TALKGROUP 1 CONSOLE- I- TALKGROUP1 VERSION #1,020 City of Santa Ana MCC7500 P25 capatch Migration and Subscribers Step 4. Observe that RADIO-2 is now receiving audio from OONSOLE-1 on TALKGROUP 1. Step 5, De -key CONSOLE -1. Step 6. Verify RADIO-2 now receives RADIO -1 audio. Step 7. End the TALKGROUP 1 call from RADIO -1, 0 Motorola Solutions Confldentlal Restricted 55A -101 Pass____Fall� 02 April 2015 Use or disclosure of this proposal is subject to the restrictlons on the cover page. Acooptance Test Plan 3.7 MCC 710017500 Trunked Resources 2. TEST Step 1. Initiate a Channel Marker tone on TALKGROUP 1 from CONSOLE -1. 3.1,8 Channel Marker Step 2. Verify RADI0-1 and RADI0-2 can monitor the Channel Marker tone on TALKGROUP 1. 1. DESCRIPTION A Channel Marker is a distinct, short duration, audible tone over radio and Console speakers. The tone is initiated and cancelled by a console operator. The tone can be initiated only for the talkgroups or conventional channels. On initiation, it is generated periodically when there is no voice activity. The tone can be used for various purposes. The primary purpose of the tone is to inform radio users that the conventional channel or the trunked talkgroup is currently involved in a high priority situation and they should stay off the channel unless they are involved in the high priority situation. The lone also informs the users that a console operator is actively monitoring the talkgroup. Note that the Channel Marker tone will only start when there is no voice activity for the selected Talkgroup or conventional channel. The channel Marker tone is sent in a current transmission mode of the Console user. SETUP RADICA - TALKGROUP 1 RADI0-2 - TALKGROUP 1 CONSOLE- 1- TALKGROUP 1 CONSOLE- 2- TALKGROUP 1 VERSION #1.010 City or Santa Ana MCC7500 P25 Dispatch Migration and Subscribers Step 3, Verify CONSOLE -1 and CONSOLE -2 also monitor the Channel Marker tone on TALKGROUP 1. 0 Motorola Solutions ConfidentialReslricted 55A-1 02 Step 4. Initiate a call from RADIO -1 and continue to key longer than the preset Channel Marker tone period for TALKGROUP 1. Step 5, Verifywhile RADI0-1 is keyed, the Channel Marker tone is suppressed. Step 6. Verify after RADI0-1 de -keys, the periodic Chanrel Marker tone continues to be transmitted on TALKGROUP 1. Step 7. Cancel the Channel Marker on TALKGROUP 1 from CONSOLE -1. Step 8. Verify the Channel Marker is no longer monitored on TALKGROUP 1, Pass_ll 02 April 2015 Use or disclosure or this proposal is subject to the restrictions on the cover page. Acceptance Test Plan 3�8 MCC 7100/7500 Trunked Resources 2. TEST 3.1.9 Instant Recall Recorder (IRR) Operation (MCC 7500 only) 1. DESCRIPTION The Instant Recall Recorder (IRR) allows for audio from a phone call or a radio call to be played back at the MCC 7500 Console position. Thirty minutes of audio is saved for radio and an additional thirty minutes for telephone. The audio is saved on the positions hard disk In the form of a wav file. Note: The MCC 7100 console does not support IRR. SETUP RADI0-1 - TALKGROUP 1 RADIO -2 - TALKGROUP 1 CONSOLE -1 - TALKGROUP 1 running IRR application. VERSION #1.030 City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers Step 1. Select a radio channel on the CONSOLE -1 application window. Step 2. Select IRR from the CONSOLE -1 Motorola Solutions Confidential Restricted 55A -103 Pass____,Fall_ 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Acceptance Test Plan 3 -9 toolbar, Stop 3. Initiate radio communication between RADI0-1 and RADIO -2. Step 4. Verify a new entry appears In the IRR log window. Step 5, Select the new entry from the list. Step 6. Press play and verify conversation replay. Motorola Solutions Confidential Restricted 55A -103 Pass____,Fall_ 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Acceptance Test Plan 3 -9 MCC 7100/7500 Trunked Resources 2. TEST Step 1 3.1.10 Alarm Input t Outputs - AuX VO Option Step 2 W11111 11 111 1. DESCRIPTION A dispatch console user can simultaneously view the status of all Aux 110 instances pertaining to the AUX 1/0 object, Change to one AUX 1/0 Instance is simultaneously viewable by all other instances. SETUP CONSOLE- I- TALKGROUP1 CONSOLE -1 -SITE - CONSITE -1 CONSOLE- 2- TALKGRCUP1 CONSOLE -2 - SITE - CONSITE -1 For this test - An instance of AUXI0_1 has been created and is assigned as a standalone tile on CONSOLE -1 and CONSOLE -2. VERSION 91.020 City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers Assign an instance of AUXI0_1 to CONSOLE -1 to a talk resource tile on TALKGROUP1 Assign instance of AUXI0_1 to CONSOLE -2 to a talk resource tile on TALKGROUP 1. Step 3, Change the status of AUXI0_1 on CONSOLE -1. Step 4. Verify the standalone tile as well as the talk resource instance on CONSOLE -1 and CONSOLE -2 change and display the same state for AUXI O_1, Step 5, Change the status of AUXI0_1 on CONSOLE -2. Step 6. Verify the standalone tile as well as the talk resource instance on CONSOLE -1 and CONSOLE -2 change and display the some state for AUXI0_1. Motorola Solutlons Confldsnlial Restricted 55A -104 Pass_Fail_ 02 April 2015 Use or disclosure of this proposal is sublect to the reshiotions on the cover page. Acceptance Test Plar 3 -10 12 MKM 7000 CONSOLE ALIAS ,. t w 2, TEST 321 Alias Display When Using Step 1. Log into MKM 7000 GUI and configure an alias for RADIO -1. the MKM 7000 Step 2, Verify that RADI0-2 does not have any alias defined In MKM 7000. 1, DESCRIPTION This test will demonstrate that a Provisioning Manager (PM) defined alias still works on incoming calls when MKM 7000 solution is installed, although the locally defined ones take precedence, i.e. centrally defined ones will only be used if there is no locally defined alias for the radio that is making an incoming call. SETUP RADI0-1 - TALKGROUP 1 RADIO -2 - TALKGROUP 1 CONSOLE- 1- TALKGROUPI A standalone or cohab'ed MKM 7000 server is connected and communicating normally with an MCC 7100/7500 Console. CONSOLE -1 user is configured to use local alias service. VERSION #1.030 City of Santa Ana MC07500 P25 Dispatch Migration and subscribers Step 3. Verify both RADIO -1 and RADI0-2 have their own PM defined aliases. Also verify the PM defined alias for RADI0-1 is different from the one defined by MKM 7000. Step 4. Key up RADIO-1 and verify that its locally defined alias shows up on CONSOLE -1, not the PM defined alias. Step 5. Key up RAD10.2 and verify that its PM defined alias shows up. Motorola 5olutions Confidential Restricted 55A -105 Pass`Fail_T 02 April 2015 Use or disclosure of thls proposal Is subject to the restrictions on the cover page. Acceptance Test Plan 3 -11 MKM 7000 Console Alias Manager (CAM) 3.2.2 Create a new Subscriber Unit ID to Subscriber Unit Alias Mapping - Trunking 1. DESCRIPTION This test will demonstrate the capability to create a Subscriber Unit (SU) alias for an SU ID via the MKM 7000 GUI and have it show up on MCC 710017500 Console automatically. The test will work on either a trunked or conventional system. This test will also demonstrate the capability to monitor connection status between MKM 7000 and MCC 710017500 Console. SETUP A standalone (not cohab) MKM 7000 server is connected and communicating normally with CONSOLE -1. RADIO -1 - TALKGROUP 1 CONSOLE- I- TALKGROUP1 CONSOLE -1 user is configured to use the local alias service. VERSION #1.040 City of Santa Ana M007500 P25 Dispatch Migration and Subscribers 2. TEST Step 1. CONSOLE -1 user logs into the MCC 7100/7500 console and verifies that the consoles synchronization status with Localized Aliasing is OK, as indicated by a green check mark on the "status screen ". Step 2. Local Alias Admin logs into MKM 7000 GUI, verify under Connected Consoles tab that the MCC 7100/7500 console is connected to MKM7000. Step 3. Create a new SU ID that matches RADIO -1 to be used for this test. Step 4. Create a new SU Alias for the SU ID (new mapping between SU ID and SU Alias), Step 5. Submit the change. Step 6. Wait (up to) 30 seconds, initiate a call using RADIO -1 ON TALKGROUP 1, verify the defined SU Alias shows up on CONSOLE -1's TALKGROUP 1 resource, Pass_ Fail 02 April 2015 Use or disclosure of this proposal Is sublect to the restrictions on the cover page. Motorola Solutions Confidential Restricted Acceptance Test Plan 3 -12 55A -106 MKM 7000 Console Alias Manager (CAM) 323 Fault Management of MKM 7000 and MCC 710017500 Link 1. DESCRIPTION This test will demonstrate that the link status between MKM 7000 and MCC 7100/7500 Is monitored and fault managed by the Unified Event Manager (UEM). This test will also demonstrate that the MKM 7000 and MCC 7100/7500 both monitor the link status between them. SETUP A standalone (not cohabed) MKM 7000 server is connected and communicating normally with an MCC 710017500 Console. The console user is configured to use local alias service. VERSION #1.050 City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 2. TEST Step 1. The console user logs into CONSOLE -1 and verifies that MCC 7100/7500's synchronization status with MKM 7000 server is OK, as indicated by a green check mark on the "system status" screen. Step 2. Log into the MKM 7000 GUI and verify the connection to MCC 7100/7500 is up and running under Connected Consoles tab. Step 3. Unplug the connection cable between MKM 7000 and MCC 7100/7500 and verify that the UEM shows link failure between MKM 7000 and MCC 7100/7500. Also verify the change of link status shows up on MKM 7000 GUI's Connected Consoles tab and MCC 7100 /7500's "system status" screen. Step 4. Restore the connection cable between MKM 7000 and MCC 7100/7500 and verify that the UEM shows link failure between MKM 7000 and MCC 7100/7500 has recovered. Also verify the change of link status shows up on MKM 7000 GUI's Connected Consoles tab and MCC 7100 /7500's "system status" screen. Step 5. Log the console user out of CONSOLE - and verify that UEM shows link status is now "unconfigured user logout ". Motorola solutions Confidential Restricted 55A -10/ Pass —Fail 02 April 2015 Use or disclosure of this proposal Is subject 10 the restrictions on the cover page. Acceptance Test Plan 3 -13 MKM 7000 Console Alias Manager (GAM) 3,2,4 Create Subscriber Unit ID to Subscriber Unit Alias Mapping 1. DESCRIPTION This test will demonstrate the capability to create a Subscriber Unit (SU) alias for an SU ID via MKM 7000 GUI and have it show up on MCC 7100/7500 Console automatically. The test will work on either a trunked or conventional system. For this test, we'll assume this will be done on a trunked system. This test will also demonstrate the capability to monitor connection status between MKM 7000 and MCC 7100/7500 Console. SETUP RADI0-1 - TALKGROUP 1 CONSOLE- 1- TALKGROUP1 A standalone (not cohab) MKM 7000 server is connected and communicating normally with an MCC 71 00/7500 Console. Console user is configured to use local alias service. VERSION #1.020 City of Santa Ana MCC1500 p25 Dispatch Migration and Subscribers 2. TEST Step 1. The console user logs into CONSOLE -1 and verifies that the synchronization status with Localized Aliasing is OK, as indicated by a green check mark on the "status screen ". Step 2, The Local Alias Admin logs into the MKM 7000 GUI, verify under Connected Consoles tab that CONSCLE -1 is connected to the MKM7000. Step 3. Create a new SU ID that matches RAD O-1, Step 4. Create a new SU Alias for the SU ID (new mapping between SU ID and SU Alias) Step 5. Submit the change. 0 Motorola Solutlons Confidential Restricted 55A-1 08 Step 6, Wait (up to) 30 seconds, then key up RADIO-1. Verify the defined SU Alias shows up on the TALKGRCUP 1 resource of CONSOLE -1. Pass_Fail- 02 ApYll 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Acceptance Test Plan 3 -14 3,3 MCC 7100/7500 CONVENTIONAL RESOURCES 311 Enhanced CCGW Analog Step 1, Key RADI0-1 on CONVCH -1. Communicate with CONSOLE -1. Audio Logging Step 2. Key CONSOLE -1 on CONVCH-1 Communicate with RADIO -1. 1. DESCRIPTION This test will demonstrate recording of the audio from the analog channel interface on the conventional channel gateway (CCGW). The enhanced CCGW will sum receive and transmit audio received on an analog conventional channel and deliver the summed audio to the audio logging output pins 3 and 6 of the second analog connector (9A to 9D or 13A to 13D) of the same analog conventional channel. SETUP The CCGW is either a Low Density Enhanced Conventional Gateway or a High Density Enhanced Conventional Gateway. A conventional channel, CONVCH -1, with an analog interface has been configured (analog, MDC 1200, mixed mode, or ACIM). The customer's audio recording device has been connected to the audio recording output pins 3 and 6 of the second analog connector for CONVCH-1 on the enhanced CCGW. Conventional RADIO -1 - CONVCH-1 CONSOLE -1 - CONVCI-I-1 VERSION #1.030 City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers Step 3. Verify the audio from the previous two steps at the audio recording device. Motorola SolutionsContldentlalRestricted 55A -109 Pass_____ Fail_ 02 April 2015 Use or disclosure of this proposal Is subiect to the restrictions on the cover page. Acceptance Test Plan 3.15 3.4 SIGNOFF CERTIFICATE By their signahtres below, the following witnesses certify they have observed the system Acceptance Test. Procedures. WITNESS: Please Print Name: Please Print Title: WITNESS: Please Print Name: Please Print Title: City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers Signatures I TJate; d i Initials: 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola solutions Confidential Restricted 55A -110 Acceptance Test Plan 3 -10 SECTION 4 This Statement of Work (SOW) describes the deliverables to be furnished to the City of Santa Ana for the proposed MCC 7500 consoles. No services have been included for the proposed subscribers described in the Project Overview of the System Description. The tasks described herein will be performed, by Motorola, its subcontractors, and City of Santa Ana to implement the solution described in the System Description, It describes the actual work involved in installation, identifies the installation standards to be followed, and clarifies the responsibilities for both Motorola and Santa Ana during the project implementation, Specifically, this SOW provides: • A summary of the phases and tasks to be completed within the prof ect lifecycle. • A list of the deliverables associated with the project. • A description of the responsibilities for both Motorola and Santa Ana. • The qualifications and assumptions taken into consideration during the development of this project. This SOW provides the most current understanding of the work required by both parties to ensure a successftu project implementation. In particular, Motorola has made assumptions of the sites to be used for the new system. Should any of the sites change, a revision to the SOW and associated pricing will be required. It is understood that this SOW is a working document, and that it will be revised as needed to incorporate any changes associated with contract negotiations, Contract Design Review (CDR), and any other change orders that may occur during the execution of the project. The proposed solution offers City of Santa Ana seven MCC 7500 Dispatch Consoles to interface with the 7.14 ASTRO 25 CCCS. This radio console system will be a standalone voice system in which special interface, non - integrated features, and CAD 9 -1 -1 are not included. Santa Ana's new console subsystem will connect to the ASTROV 25 CCCS master site at Lonia Ridge. The proposed solution has been tailored to the needs of Santa Ana, providing a demarcation point to the existing analog audio logger, auxiliary input/output (A'UX I /O) console capabilities, dual instant recall recorder (1RR), and multiple encryption options. Motorola has based the system design on information provided by the City of Santa Ana and an analysis of their system requirements. All assumptions have been listed below for review. Should Motorola's assumptions be deemed incorrect or not agreeable to Santa Ana, a revised proposal with the necessary changes and adjusted costs may be required. Changes to the equipment or scope of the project after contract may require a change order • All work is to be performed during normal work hours, Monday through Friday 8:00 a.m. to 5 :00 p.m. + All existing sites or equipment locations will have sufficient space available for the system described. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictions an the cover page. QMotorola solutions confidential Restricted 55A -111 Statement of Work 4 -1 This includes available spaces for proposed racks, cabinets, MCC7500 dispatch positions, cables, and cable entry ports. • All existing sites or equipment locations will have adequate electrical power and site grounding suitable to support the requirements of the system described. It is assumed that Santa Ana will provide AC and /or DC power distribution units. It is assumed that Santa Ana will provide AC power backup for the MCC 7500 rack/equipment. Santa Ana is responsible for providing open conduit space for Motorola to route and install CAT6, RP and ground cables. • Any site /location upgrades or modifications are the responsibility of Santa Ana. • Where applicable, approved FCC licensing will be provided by Santa Ana. • Where applicable, approved local, State, or Federal permits as may be required for the installation and operation of the proposed equipment, are the responsibility of Santa Ana. • Motorola does not recommend the use of unlicensed PTP microwave for Public Safety use for the MCC7500 subsystem. Motorola's MCC 7500 subsystem design requires Santa Ana and /or Orange County to provide two (2) T links which meet and exceed the provided. T specification (built and Red Tagged as Public Safety grade circuits) to each dispatch center. Santa Ana and/or Orange County will be responsible to provide, configure, test, maintain and demark these circuits within 20' of the proposed MCC7500 rack and/or equipment. • No new togging solution has been included in this proposal. Motorola has included analog recording outputs but actual recording is the responsibility of Santa Ana. s No CAD 9 -1 -1 has been included in this proposal. • No new antenna system has been included in this proposal. All new proposed mobile subscribers will be re -using the existing antenna interconnect system, Santa Ana is responsible for providing the connections for the APX 6500, APX 7500 and APX 7500 consolettes. No new base radios or base radio upgrades have been included in this proposal. • Motorola will create, support and provide a custom headset interface device that allows the user to switch to a backup consolette (Green 1 TG only) in the event of a temporary T link loss. This solution will mitigate the temporary downtime by providing the dispatcher the ability to immediately switch to a back up consolette and maintain communication with the users in the event when both primary and secondary TI links are loss. It will only be a temporary solution until the Orange County upgrades the Master Site to ASTRO 25 7.16 release. This device will only be provided for systems that are purchased and implemented prior to ASTRO 25 7.16 release, • Any required system interconnections not specifically outlined here will be provided by Santa Ana, including but not limited to dedicated phone circuits or Ethernet. • Where necessary, Santa Ana will provide a dedicated delivery point, such as a warehouse, for receipt, inventory, and storage of equipment prior to delivery to the sites. • Motorola's MCC 7500 design is built with dedicated workstations for each MCC 7500 operator positions. The Motorola provided computers will not be configured to share /support CAD, E91.1 network or any other third party applications. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers e2 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Q Motorola solutions Confidential Restricted Slatomont of Work 4.2 55A -112 • Santa Ana is responsible for transporting and disposal of existing third party console racks and equipment. 4.3.1 Contract Award (Milestone) i Santa Ana and Motorola execute the contract and both parties receive all the necessary documentation. 43.2 Contract Administration Motorola Responsibilities: • Assign a Project Manager, as the single point of contact with authority to make project decisions. • Assign resources necessary for proj ect implementation. • Set up the project in the Motorola information system. • Schedule the project kickoff meeting with Santa Ana. Customer Responsibilities: • Assign a Proj ect Manager, as the single point of contact responsible for Santa Ana-signed approvals. • Assign other resources necessary to ensure completion of proj ect tasks for which Santa Ana is responsible. Completion Criteria: Motorola internal processes are set up for project management. Both Motorola and Santa Ana assign all required resources. Proj ect kickoff meeting is scheduled. 4.3.3 Project Kickoff Motorola Responsibilities: • Conduct a project kickoff meeting during the CDR phase of the project. • Ensure key project team participants attend the meeting. • Introduce all project participants attending the meeting. • Review the roles of the project participants to identify communication flows and decision-making authority between proj ect participants. • Review the overall project scope and objectives with Santa Ana. • Review the resource and scheduling requirements with Santa Ana. • Review the Project Schedule with Santa. Ana to address upcoming milestones and /or events. • Review the teams' interactions (Motorola and Santa Ana), meetings, reports, milestone acceptance, and Santa Ana's participation in particular phases. City of Santa Aria MCC7500 P25 Dispatch MiOratlon and Subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted 55A -113 Statement of Work 4 -3 Customer Responsibilities: Santa Ana's key project team participants attend the meeting. Review Motorola and Santa Ana responsibilities. Completion Criteria: • Project kickoff meeting completed. • Meeting notes identify the next action items, 4,4.1 Review Contract Design Motorola Responsibilities: • Meet with Santa Ana project team. • Review the operational requirements and the impact of those requirements on various equipment configurations. • Establish a defined baseline for the system design and identify any special product requirements and their impact on system implementation. • Review the System Design, Statement of Work, Project Schedule, and Acceptance Test Plans, and update the contract documents accordingly. • Discuss the proposed Cutover Plan and methods to document a detailed procedure. • Submit design documents to Santa Ana for approval. These docuunents form the basis of the system, which Motorola wilt manufacture, assemble, stage, and install. • Prepare equipment layout plans for staging. • Provide minimum acceptable performance speodiications for microwave, fiber, or copper links. • Establish demarcation point (supplied by the Motorola system engineer) to define the connection point between the Motorola - supplied equipment and Santa Ana - supplied link(s) and external interfaces. • Finalize site acquisition and development plan. Conduct site evaluations to capture site details of the system design and to determine site readiness. Determine each site's ability to accommodate proposed equipment based upon physical capacity. If applicable, test existing equipment with which Motorola equipment will interface. • Prepare Site Evaluation Report that summarizes findings of above - described site evaluations. Customer Responsibilities: Santa Ana's key project team participants attend the meeting. Make timely decisions, according to the Project Schedule. Frequency Licensing and Interference: As mandated by FCC, Santa Ana, as the licensee, has the ultimate responsibility for providing all required radio licensing or licensing modifications for the system prior to system staging. This responsibility includes paying for FCC licensing and frequency coordination fees. Provide the FCC "call sign" station identifier for each site prior to system staging, City of Santa Ana M007500 P25 Dispatch Migration and Subscrlbers 02 April 2015 Use or disclosure of tills proposal is subject to the restrictions on the cover page, Statement of Work 4.4 Motorola Solutions Confidential Restricted 55A -114 Completion Criteria: • Complete Design Documentation, which may include updated System Description, Equipment List, system drawings, or other documents applicable to the proj ect. • Incorporate any deviations from the proposed system into the contract documents accordingly. • The system design is "frozen" in preparation for subsequent proj ect phases such as Order Processing and Manufacturing. • A Change Order is executed in accordance with all material changes resulting from the Design Review to the contract, 4.41 Design Approval (Milestone) • Santa Ana executes a Design Approval milestone document. t 4.5.1 Process Equipment List Motorola Responsibilities: • Validate Equipment List by checking for valid model numbers, versions, compatible options to main equipment, and delivery data. • Enter order into Motorola's Customer Order Fulfillment (COI') system. • Create Ship Views, to confirm with Santa Ana the secure storage location(s) to which the equipment will ship. Ship Views are the mailing labels that carry complete equipment shipping information, which direct the timing, method of shipment, and ship path for ultimate destination receipt. • Create equipment orders. • Reconcile the equipment list(s) to the Contract. • Procure thud -party equipment if applicable. Customer Responsibilities: • Approve shipping location(s). • Complete and provide Tax Certificate information verifying tax status of shipping location. Completion Criteria: • Verify that the Equipment List contains the correct model numbers, version, options, and delivery data. Trial validation completed. Bridge the equipment order to the manufacturing facility. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subJect to the restrictions on the cover page Statement of Work 4 -5 Motorola Solutions Confidential Restricted 55A -115 4,61 Manufacture Motorola Fixed Network Equipment Motorola Responsibilities: • Manufacture the Fixed Network Equipment (FNE) necessary for the system based on equipment order. Customer Responsibilities: • None. Completion Criteria: • FNE shipped to the staging facility. 4.6.2 Manufacture Non-Motorola Equipment Motorola Responsibilities: • Procure non - Motorola equipment necessary for the system based on equipment order. Customer Responsibilities: • None. Completion Criteria: • Ship non - Motorola manufactured equipment to the field, and /or the staging facility. 4,6.3 Ship to Staging (Milestone) Ship all equipment needed for staging to Motorola's factory staging facility in Schaumburg, Illinois [Customer Center for Solutions Integration (CCSi)]. 4,6 .4 Stage System Motorola Responsibilities: • Set up and rack the system equipment on a site -by -site basis, as it will be configured in the field. • Cut and label cables according to the approved CDR docLunentation. • Label the cables with to /from information to specify interconnection for field installation and future servicing needs. • Complete the cabling/counecting of the subsystems to each other ( "connectorization" of the subsystems). • Assemble required subsystems to assure system functionality. • Power up, program, and teat all staged equipment. • Confirm system configuration and software compatibility to the existing system. • Load application parameters on all equipment according to input from Systems Engineering. • Complete programming of the Fixed Network Equipment. • Program the approved templates into a radio - programming template tool. • Complete programming of sample Subscriber units. • inventory the equipment with serial numbers and installation references. • Complete system documentation. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 4 -6 55A -116 • Thud party subsystems may be staged at the manufacturer's facilities and integrated in the field, Customer Responsibilities: • Provide information on existing system interfaces as may be required. • Provide information on room layouts or other information necessary for the assembly to meet field conditions. Completion Criteria: • System staging completed and ready for testing. 4.6.5 Perform Staging Acceptance Test Procedures Motorola Responsibilities: • Test and validate system software and features. • Functional testing of standard system features. • Conduct site level testing. • Power -up site equipment and perform standardized functionality tests. • Perform system burn -in 24 hours a day during staging to isolate and capture any defects, Customer Responsibilities: • None. 4,6.6 Ship Equipment to Field Motorola Responsibilities: • Pack system for shipment to final destination, • Arrange for shipment to the field. Customer Responsibilities: • None. Completion Criteria: • Equipment ready for shipment to the field. 4.6.7 CCSi Ship Acceptance (Milestone) • All equipment shipped to the field.. i r 43.1 Develop Templates Motorola Responsibilities: • Motorola assists Santa Ana in defining each console template. Up to four templates will be provided. • Motorola participates in a meeting to finalize any changes among user groups. • Program the approved templates into the consoles. • Program sample radios with approved templates and deliver for Santa Ana evaluation. City of Santa Ana 02 April 2D15 bIC0750D P25 Dispatch Migration and Subscribers Use or disclosure of this proposal is subject to the restrictions on the cover page, Motorola Solutlons Confidential Restrlcted - 55A -117 Statement of Work 4 -7 Customer Responsibilities: • User groups create templates. • Forward electronic copies of the spreadsheets to the committee members for their review and comment. • Approve templates. Completion Criteria: Templates completed and approved by Santa Ana. 4.8 CIVIL WORK FOR THE CUSTOMER-PROVIDED FACILITIES Motorola Responsibilities: • None. Customer Responsibilities: • Provide electrical requirements for each equipment rack to be installed in Santa Ana- provided facilities. • Provide heat load for each equipment rack to be installed in Santa Ana- provided facilities. • Extend customer provided electrical to Motorola equipment and terminate at the OP or Cabinet electric panel. • If applicable and based on local jurisdictional authority, Santa Ana will be responsible for any installation or up- grades of the Critical Operation Power Systems in order to comply with NPPA 70, Article 708. • Secure site lease /ownership, zoning, permits, regulatory approvals, easements, power, and Telco connections. • Provide clear and stable access to the sites for transporting electronics and other materials. Sufficient site access must be available for trucks to deliver materials Linder their own power and for persontiel to move materials to the facility without assistance from special equipment. + Design and constrict facilities for housing communications equipment such as shelters, towers, generators, fuel tanks, fenced compounds, etc. • Supply adequately sized electrical service, backup power (UPS, generator, batter es, etc.) including the installation of conduit, circuit breakers, outlets, etc., at each equipment location. • Provide AC power to the demarcation point(s) indicated in the docurnentation including the associated electrical service and wiring (conduit, circuit breakers, etc.). • Provide adequate FIVAC, grounding, lighting, cable routing, and surge protection (also, among existing and Motorola - provided equipment) based upon Motorola's Standards and Guidelines for Communk ation Sites (R56). Ceiling (minimum 9 feet) and cable tray heights (minimum 8 feet) in the equipment rooms in order to accommodate 7 -foot, 6 -inch equipment racks. • Provide floor space and desk space for the System equipment at Santa Ana - provided facilities. Each rack shall be provided a minimum of 24 -inch x 24 -inch footprint with 36 -inch clearance in the front and back. • Relocate existing equipment, if needed, to provide required space for the installation of Motorola- Relocate equipment. • Bring grounding system up to Motorola's R56 standards and supply a single point system ground, of 5 ohms or less, to be used on all ENE supplied under the Contract. Supply grounding tie point within 10 feet from the Motorola - supplied equipment. • Provide all necessary wall or roof penetrations on existing buildings for antenna coax and microwave waveguide (if applicable) for main transmitter antennas, microwave radios, and control stationYagi antennas. City of Sent@ Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement oP Worh 4 -8 55A -118 • Provide obstruction -free area for the cable run between the demarcation point and the communications equipment, • Resolve any environmental issues including, but not limited to, asbestos, structural integrity (rooftop, water tank, tower, etc.) of the site, and any other building risks. (Resolve environmental or hazardous material issues). • Arrange for space on the tower for installation of new antennas at the proposed heights. • Perform structural analysis of existing tower and rooftops as required to confirm that the structure is capable of supporting proposed and future antenna loads. • Supply all pennits as contractually required. • Supply interior building cable trays, raceways, conduits, and wire supports. • Supply engineering and drafting as required for modifications to existing building drawings for site constriction. • Pay for usage costs of power and generator fueling, both dun ring the construction and installation effort, and on all ongoing basis. e Complete all customer deliverables in accordance within the approved proj ect schedule. Completion Criteria: • All sites are ready for equipment installations in compliance with Motorola's R56 standards. x 4.9.1 Install Fixed Network Equipment Motorola Responsibilities: • Motorola will be responsible for the installation of all fixed equipment contained in the equipment list and outlined in the System Description based upon the agreed to floor plans, at the sites where the physical facility improvement. is complete and the site is ready for installation. All equipment will be properly secured to the floor and installed in a neat and professional manner, employing a standard of workmanship consistent with its own R -56 installation standards and in compliance with applicable National Electrical Code (NEC), ETA, Federal Aviation Administration (FAA), and FCC standards and regulations. • For installation of the fixed equipment at the various sites, Motorola will fan ish all cables for power, audio, control, and radio transmission to connect the Motorola supplied equipment to the power panels or receptacles and the audio /control line connection point. • During field installation of the equipment, any required changes to the installation will be noted and assembled with the final `as -built' doctUmcmation of the system. • Will not provide storage location for the Motorola - provided equipment. • Receive and inventory all equipment. • Bond the supplied equipment to the site ground system, in accordance with Motorola "s R.56 standards, • Will provide demarcation points to the following network connections: Tl Interfaces Existing Audio ,Logger • Will provide Auxiliary Inputs and Outputs. • Will remove existing Motorola console equipment. • Will dispose of existing console equipment as part of the trade in. Oily of Santa Ana MC07500 P25 Dispatch Migratlon and Subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted 55A -119 Statement of Wor& 4-9 Customer Responsibilities: Provide secure storage for the Motorola- provided equipment, at. a location central to the sites. Motorola coordinates the receipt of the equipment with Santa Ana's designated contact, and inventory all equipment. Provide access to the sites, as necessary. Will be responsible for audio recording of the Motorola provided analog audio outputs. Completion Criteria: • Fixed Network Equipment installation completed and ready for optimization. 4.9,2 Fixed Network Equipment Installation Complete • All fixed network equipment installed and accepted by Santa Ana. 4.9.3 Console Installation Motorola Responsibilities: • Install the consoles in the space provided by Santa Ana. • Connect Santa Ana - supplied, previously- identified circuits into the console, to a demarcation point located within 25 feet of the console interface. • Terminate the audio outputs for the logged talkgroups onto a punchblock, and then terminate these outputs into the logging recorder. • Install a dedicated Local Area Network (LAN) at each dispatch center to connect the proposed console positions. • Connect the appropriate equipment to Santa Ana - supplied ground system in accordance with Motorola's R56 Site Installation standards. • Perform the console programming, based on the console templates designed during the template creation process. • Configure current method of operation for the telephone and radio headset on the proposed console positions. Customer Responsibilities: Provide demarcation point located within 25 feet of the console interface. Completion Criteria: • Console installation is complete. 4.9.4 Console Installation Complete f Console installation completed and accepted by Santa Ana. 4.9.5 Control Station Installation Motorola has not included any back -up control stations or consolettes in this proposal. Modifications to existing control stations or consolettes are outside of the scope of this proposal. Motorola has provided Conventional Channel Gateways (CCGWs) to interface to existing control stations. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 4 -10 55A -120 4.9.6 System Installation Acceptance (Milestone) • All equipment installations are completed and accepted by Santa Ana. 4.10.1 Optimize System FNE Motorola Responsibilities: • Motorola and its subcontractors optimize each subsystem. • Verify that all equipment is operating properly and that all electrical and signal levels are set accurately. • Verify that all audio and data levels are at factory settings. • Check audio and data levels to verify factory settings. Verify communication interfaces between devices for proper operation. • Test features and functionality are in accordance with manufacturers' specifications and that they comply with the final configuration established during the CDR/system staging. • Set up the consoles on the radio system to perform the dispatching operation. Customer Responsibilities: • Provide access /escort to the sites. • Provide required radio ID and alias information to enable alias database setup for interface to console. • Configure existing logging recorder to accept analog audio inputs. • Dispatchers to use the existing conventional system icons for dispatching until cutover. Completion Criteria: • System FNE optimization is complete. 4.10.2 Link Verification Motorola Responsibilities: Perform test to verify site link performance, prior to the interconnection of the Motorola - supplied equipment to the link equipment. Customer Responsibilities: • Make available the required links which meet the specifications supplied by Motorola at the CDR.. 4.10.3 Completion Criteria: • Link verification successfully completed. 4,10.4 Optimization Complete • System optimization is completed. Motorola and Santa Ana agree that the equipment is ready for acceptance testing. City of Santa Ana MC07500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions oil the cover page. 0 Motorola Sarunctis Confidential Restricted 55A -121 Stptemont or Work 441 Training is not included. 4.121 Perform R56 Installation Audit Motorola Responsibilities: • Perform R56 site-installation gtullity audits, verifying prop er physic alinstallationandoperntional configurations. • Create site evaluation report to verify site meets or exceeds requirements, as defined in Motorola's Standards and Guidelines for Communication Sites (R56). Customer Responsibilities: • Provide access /escort to the sites. • Witness tests. (if desired) Completion Criteria: All R56 audits completed successfully. 4. 12.2 Perform Equipment Testing Motorola Responsibilities: • Test individual components of the system to verify compliance to the equipment specifications. • Repeat any failed test(s) once Motorola (or Santa Ana) has completed the corrective action(s). • Prepare documentation of component tests to be delivered as part of the final documentation package, Customer Responsibilities: • Witness tests if desired. Completion Criteria: Successful completion of equipment testing. 4.12.3 Perform Functional Testing Motorola Responsibilities: • Verify the operational functionality and features of the individual subsystems and the system supplied by Motorola, is contracted. • If any roajor task as contractually described fails, repeat that particular task after Motorola determines that corrective action has been taken. • Document all issues that arise during the acceptance tests, • Document the results of the acceptance tests and present to Santa Ana for review. • Resolve any minor task failures before final System Acceptance. Customer Responsibilities: Witness the functional testing. City of Santa Ana MCC7500 P25 olspatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola Solutions CorOdential Restrlcted Statement of Werh 4.12 55A -122 Completion Criteria: • Successful completion of the functional testing. • Santa Ana approval of the fractional testing. 4.12.4 System Acceptance Test Procedures (Milestone) • Santa Ana approves the completion of all the required tests. 4.13 FINALIZE 4.13.1 Cutomer Motorola Responsibilities: Motorola and Santa Ana develop a mutually agreed upon cutover plan based upon discussions held during the CDR. During cutover, follow the written plan and implement the defined contingencies, as required. Conduct cutover meeting(s) with user group representatives to address both how to mitigate technical and communication problem impact to the users during cutover and during the general operation of the system. Customer Responsibilities: • Attend cutover meetings and approve the cutover plan. • Notify the user group(s) affected, by the cutover (date and time). • Conduct a roll call of all users working during the cutover, in an organized and methodical manner. • Ensure that all Subscriber users and console users are trained. • Provide Motorola with the subscriber information for input into the system database, for activation. Completion Criteria: • Successful migration from the old system to the new system. 4.13.2 Resolve Punchlrst Motorola Responsibilities: Work with Santa Ana to resolve punchhst items, documented during the Acceptance Testing phase, in order to meet, all the criteria for final system acceptance. Customer Responsibilities: Assist Motorola with resolution of identified prmohlist items by providing support, such as access to the sites, equipment and system, and approval of the resolved punchlist item(s). Completion Criteria: • All punchlist items resolved and approved by Santa Ana. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted 55A -123 StatementoflVork 4 -13 4.133 Transition to Service /Project Transition Certificate Motorola Responsibilities: • Review the items nccessary for transitioning the project to warranty support and service. • Provide a Customer Support Plan detailing the warranty and post- watranty support, if applicable, associated with the Contract equipment. Customer Responsibilities: Participate in the Transition Service/Project Transition Certificate (PTC) process. Completion Criteria: • All service information has been delivered and approved by Santa Ana, 4.13.4 Finalize Documentation Motorola Responsibilities: Provide an electronic as -built system manual on a Compact Disc (CD). The documentation will include the following: System -Level Diagram Site Floor Plans Site Equipment Rack Configurations ATP Test Checklists Functional Acceptance Test Plan Test Sheets and Results Equipment Inventory List Console Programming Template Maintenance Manuals (where applicable) Technical Service Manuals (where applicable) Drawings are created utilizing AUtDC.'AD design software and will be delivered in Adobe PDF format. All other system manual documents converted from native format to Adobe PDF format to be included on the System Manual CD, • Provide two console operator manuals at every dispatch center. Customer Responsibilities: Receive and approve all documentation provided by Motorola. Completion Criteria: • All required documentation is provided and approved by Santa Ana, 4.13.5 Final Acceptance (Milestone) • All deliverables completed, as contractually required. • Final System Acceptance received from Santa Ana. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola Solutlons Confidential Restricted Statement of Work 4 -14 55A -124 f 4.14.1 Project Status Meetings Motorola Responsibilities; Once a month, Motorola Project Manager, or designee, will attend all project status meetings wim Santa Ana, as determined during the CDR. Record the meeting minutes and supply the report. The agenda will include the following: Overall proj cot status compared to the Proj ect Schedule. Product or service related issues that may affect the Project Schedule. Status of the action items and the responsibilities associated with them, in socordance with the Proj cot Schedule. Any miscellaneous concerns of either Santa Ana or Motorola. Customer Responsibilities; Attend meetings. Respond to issues in a timely manner. Completion Criteria: s Completion of the meetings and submission of meeting minutes. 4.14.2 Progress Milestone Submittal Motorola Responsibilities: • Submit progress (non - payment) milestone completion certificate /documentation. Customer Responsibilities: Approve milestone, which will signify confirmation of completion of the work associated with the scheduled task. Completion Criteria: Santa Ana approval of the Milestone Completion document(s). 4.14.3 Change Order Process Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost, change in system configuration or adds time to the project's timeline required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Patsy is obligated to perform requested changes unless both Parties execute a written change order. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted 55A -125 Statement of Worl< 4 -15 SECTION 5 .1 5, 5.2.1 5.2.2 A101, k _ 11 1 f, ■max AMEMMOLTIM01114,01K Motorola has over 75 years of experience supporting mission critical connnunications for public safety and public service agencies. Motorola's technical and service professionals use a structured approach to life cycle service delivery and provide comprehensive maintenance and support throughout the life of the system. The value of support is measured by system availability, which is optimized through the use of proactive processes, such as preventive maintenance, fault monitoring and active response management. System availability is a function of having in place a support plan delivered by highly skilled support professionals, backed by proven processes, NEESM tools, and continuous training. W Account Services Manager Your Motorola Account Services Manager provides coordination of support resources to enhance the quality of service delivery and to ensure your satisfaction. The Account Services Manager (ASM) is responsible to oversee the execution of the Warranty and Service Agreement and ensure that Motorola meets its response and restoration cycle time commitments, The ASM will supervise and manage the Motorola Authorized Servicer's functions. Motorola System Technologists ' Extensive Experience — Motorola has over 75 years of experience supporting mission critical communications and the Public Safety community. Capacity to Respond — Motorola's network of local service centers, repair depots, system support center and parts support enable Motorola to provide quick and effective service delivery. ti Flexibility and Soalability- Motorola's Support Plans are customized to meet individual Customer needs Skills and Process — Motorola uses a well - established, structured, and disciplined approach to provide service delivery. Motorola's team of well - trained and committed people understands the communications technology business. The Motorola System Technologists (ST) are available to assist Motorola's Authorized Serviccrs when needed for network health and operations. City of Santa Ana MOC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola Solutions Confldentlat Restricted 55A -126 Warranty and Maintenance Services 5 -1 523 Motorola System Support Center Located in Schaumburg, Illinois, the System Support Center (SSC) is a key component to the overall management and system maintenance, As detailed in this Customer Support Plan, the following services are provided by the System Support Center; • Dispatch Service. • Infrastructure Repair. 5,14 Motorola Local Service Provider Motorola's authorized service centers are staffed with trained and qualified technicians, They provide rapid response, repair, restoration, installations, removals, programnung, and scheduled preventive maintenance tasks for site standards compliance and RF operability. Motorola's authorized service centers are assessed annually for technical and administrative competency. Motorola places great emphasis on ensuring that communications systems, such as the one proposed for the City of Santa Ana, meet high standards for design, manufacture, and performance. To enhance the value of the communications system being acquired, Motorola offers customized warranty and post - warranty services as outlined in this section. 5.2.5 Warranty Services Motorola will provide warranty services per our standard warranty terms and conditions as outlined within the Communication Systems Agreement within this proposal, hl addition to the Standard Commercial Warranty, the service products that comprise the Custom Warranty package mirror those delivered to Santa Ana and are listed below along with a brief description. • Dispatch Service. • Technical Support. • Infrastructure Repair with Advance Replacement Service. • OnSito Support Regular (4 hour response time). • Network Preventative Maintenance. 51.6 Dispatch Service Motorola's Dispatch Service ensures that trained and qualified technicians are dispatched to diagnose and restore your communications network Following proven response and restoration processes, the local authorized service center in your area is contacted and a qualified technician is sent to your site. An automated escalation and case management process is followed to ensure that technician site arrival and system restoration comply with contracted response and restore times. Once the issue has been resolved, the System Support Center verifies resolution and with your approval, closes the case. Activity records are also available to provide a comprehensive history of site performance, issues, and resolution, 5.2.7 Technical Support Service Motorola Technical Support service provides an additional layer of support through centralized, telephone consultation for issues that require a high level of communications network expertise and troubleshooting capabilities. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted 55A -127 Warranty and Maintenance Services 5 -2 Technical Support is delivered by the System Support Center (SSC), The SSC is staffed with trained, skilled technologists specializing in the diagnosis and swift resolution of network perforulunce issues. These technologists have access to a solutions database as well as in house test labs and development engineers. Technical Support cases are continuously monitored against stringent inbound call management and case management standards to ensure rapid and consistent issue resolution. Technical Support service translates into measurable, customer - specific metrics for assured network performance and system availability. 5.2.8 Infrastructure Repair Infrastructure Repair service provides for the repair of all Motorola- manufactured equipment, as well as equipment from third -party infrastructure vendors. All repair management is handled through a central location eliminating your need to send equipment to multiple locations, Comprehensive test labs replicate your network in order to reproduce and analyze the issue. State -cf- the -art, industry- standard repair tools enable our technicians to troubleshoot, analyze, test, and repair your equipment. Our IS09001 and TL9000- certified processes and methodologies ensure that your equipment is quickly returned maintaining the highest quality standards. The ASTRO 25 Maintenance Proposal does not cover the Unified Push To Talk (UPTT) solution at this time, Motorola would be pleased to offer maintenance for this subsystem at a later date and at an additional cost. Service agreements allow you to budget your rnaintenance costs on an annual basis. Equipment covered under service agreements also receives higher service priority, which results in quicker repair times. 5.19 Infrastructure Repair with Advanced Replacement Infrastructure Repair with our Advanced Replacement upgrade supplements your spares inventory with Motorola's centralized inventory of critical equipment. In advance of Motorola repairing the malfunctioning unit, a replacement unit is sent to you within 24 hours to ensure a spare unit is available. Upon receipt of the malfunctioning unit, Motorola repairs the unit and replace it in our centralized inventory. 5110 On -Site Infrastructure Response Motorola On -Site Infrastructure Response provides local, trained and qualified technicians who arrive at your location to diagnose and restore your communications network. Following proven response and restore processes, Motorola Dispatch contacts the local authorized service center in your area and dispatches a qualified technician to your site. An automated escalation and case management process ensures that technician site arrival and system restoration comply with contracted response times. The field technician restores the system by performing first level troubleshooting on site. If the technician is unable to resolve the issue, the case is escalated to the System Support Center or product engineering teams as needed. 5211 Network Preventative Maintenance Network Preventative Maintenance provides will provide an operational test and alignment on ABPD's hnfrastructure Equipment (infrastructure or fixed network equipment only) to ensure the infrastructure meets the original manufacture's specifications. City of Santa Ana MC07500 P25 [Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidentlol Restricted Warranty and Malntenance Services 5 -3 55A -128 5.2.12 Optional Post Warranty Services As Motorola's continuing commitment to supporting your system, warranty services can be extended after the first year to provide maintenance and service support in future years. Any of the services that we identify can be customized in future years, and are available for purchase either in "System Support Services" packages or as individual service offerings. These system support services significantly benefit Santa Ana because the system can be effectively supported after the warranty period, thereby maximizing the operational capabilities and useful life of the system and protecting your investment in the system. C3 SUMMARY OF WARRANTY AND OPTIONAL ire O r RA R - ar SERVICE Whether it's a routine service call, or a disaster situation, Motorola understands its responsibility and takes pride in its commitment to deliver proven response service to the public safety community. Motorola has the capability to provide the technical, administrative, consultative, and maintenance repair services needed to support, enhance, and maintain the effectiveness of your communications network. Motorola's goal is to provide Santa Ana with the qualified resources, to maintain and improve system operation and availability, and to deliver world -class service support. Warranty and Post Warranty Service support services to be delivered for MCC7500 Console Project are outlined in Table 5 -1. Table 5.1: Warranty and Post Warranty Service Overview City of Santa Ana MC07500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted 55A -129 Warranty and Maintenance Services 5 -4 SECTION 6 Motorola has provided a project schedule on the Following page. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers Motorola Solutions Confidential Restricted 55A -130 02 April 2015 Use of disclosure of this proposal Is subject to the restrictions nn the cover page. Project Schedule 6.1 A Ip 1C V1 V1 N 0 Ifl g 0 Ij 1(1 b N,� Ul N w w w w v .� ` ` ti � .-i N ei M r1 N M N r-I e1!i� M MN � '1 e+' ,^ 0 e'I ei ei „1 fl ei rl N. N "O q F a 'O W 6 ,e C C W 7 C •� J - J � 'O ] c W W N •O aj N N •� ?� O 1^ 9 O O�� C LL � �' � �' LL' 3 "M`•Z,~%51 u: v1 p \�„�N u\i �e a ry nn wmaa m m io n .=1 m`r�.a'�.ai H° t`1• ry °.�m.N -: .�i�:ry -I in a F, .'a BN mmr° -i-i o0 o m.yo� v: mo N'�d'�ai vOi °o vai° rv�CS't�.i�o M.i In co .lo mw �I ti m n — a c m w a o m« v m h _p tlG O Q VI O E K ,6 m8" avw "E�: O U ¢ 6 13 12 E w o v« ¢ « Y.v: m n D E E N. 9 ':.4 �• y ry N `� '� Fq-' `a! w pp O u U Lm ❑ 3¢ Q a m` L o �n %° w o m a m `� « 9 Ey1 Y �E c E Y E a b > E vu°in mac "a vaU `n :5o�n�u��"31n 55A -131 `w J w v u � a O y, U p W � v v a � 6 4' r 'ICI m.m i °a Iv V a a C jd ul ayn p v F FnLL �� I I. L =EE C yE� m€ ao a SECTION 7 Aft The Contxact Price will be paid via the disbursement of the financing proceeds pursuant to an Equipment Lease - Purchase Agreement executed between the City and Motorola Credit Corporation. City of Santa Ana MOC7500 P25 Dispatch Migration and Subscribers 02 Aprll 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page, Q) Motorola Solubons Confidential Restricted 55A -132 Pricing Summary 7 -1 Police and Public Works Equipment and Services $6,614,678 Discount if ordered by May 20, 2015 and all radios and flash upgrades - $2,717,303 shipped by June 26th, 2015. Discount only valid if all products and services included in this proposal are contracted for at one time. Equipment and Services Subtotal $3,897,375 Tax $360,028 System Total: $4,257,404 Discounts include 2015 Not Red Receiver Radio 50% Promotional Price, Orange County Equipment Price Book MA-060-10012594 Discounts which expire on May 201h, 2015, Extension of 2014 APX pricing which expires May 20t °, 2015, Trade In Discount on legacy radios and consoles, and a System Discount for Purchasing all Equipment and Services included in this proposal together. The Contxact Price will be paid via the disbursement of the financing proceeds pursuant to an Equipment Lease - Purchase Agreement executed between the City and Motorola Credit Corporation. City of Santa Ana MOC7500 P25 Dispatch Migration and Subscribers 02 Aprll 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page, Q) Motorola Solubons Confidential Restricted 55A -132 Pricing Summary 7 -1 W The proposed pricing is shown below: m m i m m Police MCC7500 Consoles, Portables, Mobiles, Corsolettes, Flash $5,971,750 Upgrades and Services Discount if ordered by May 20, 2015 and all radios and flash upgrades - $2,463,249 shipped by June 26th, 2015. Discount only valid if all products and services included in this proposal are contracted for at one time, Equipment and Services Subtotal $3,808,501 Tax $324,810 System Total: $3,833,311 Discounts include 2015 Hot Red Receiver Radio 50% Promotional Price, Orange County Equipment Price Book MA -060- 10012594 Discount s which expire on May 20th, 2015, Extension of 2014 APX pricing until May 20t , 2015, Trade In Discount on legacy radios and consoles, and a System Discount for Purchasing all Equipment and Services included in this proposal together. The Contract Price will be paid via the disbursement of the financing proceeds pursuant to an Equipment Lease- Purchase Agreement executed between the City and Motorola Credit Corporation. City of Santo Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2.015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Pricing Summary 7 -2 55A -133 73 PUBLIC WORKS MOBILES, PORTABLES, CONSOLETTES AND FLASH UPGRADES PRICING SUMMARY The proposed pricing is shown below: A ! j 9 0 Public Works Portables, Mobiles, Consolettes, and Flash Ugrades $642,928 Equipment Discount if ordorod by May 20, 2015 and all radios and flash upgrades $254,054 shipped by June 261h 2015. Discount only valid if all products and services included in this proposal are contracted for at one time. Equipment Subtotal $ $35,874 $35,218 Tax $424,092 Equipment Total: Discounts include 2015 Hot Red Receiver Radio 50% Promotional Price, Orange County Equipment Price Book MA- 060 - 10012594 Discount s which expire on May 20t ", 2015, Extension of 2014 APX pricing until May 201h 2015, Trade In Discount on legacy radios, and a System Discount for Purchasing all Equipment and Services included In this proposal. The Contract Price will be paid via the disbursement of the financing proceeds pursuant to an Equipment Lease - Purchase Agreement executed between the City and Motorola Credit Corporation. City of soma Ana MCC7500 P25 Dispatch Migration and Subscribers Motorola Solutions Confidential Restricted 55A -134 02 April 2015 Use or disclosure of this proposal is sub] act to the restrictions on the cover page. Pricing Summary 7 -3 SECTION 8 TERM% AND LC60NDITIONS AGREEMENT BETWEEN MOTOROLA SOLUTIONS, INC. AND THE CITY OF SANTA ANA (Console and Radio Project) Motorola Solutions, Inc., formerly Motorola, Inc. ( "Motorola" or "Contractor ") and the City of Santa Ana, State of California ( "City "), which are sometimes individually referred to as "Party" or collectively referred to as "Parties," hereby desire and intend to enter into this contract ( "Agreement ") made as of May 5, 2015,[must be before May 20th] ( "Effective Date "), whereby Motorola sells and the City purchases the products and services described more fully in that Motorola Proposal dated April 2, 2015 (the "Motorola Proposal "), which is incorporated herein by this reference. Notwithstanding anything to the contrary stated in the Proposal, Motorola agrees the pricing validity and the conditional discount for when the order is placed (i.e., execution of this Agreement) are both extended to May 20, 2015 provided that Motorola may ship the products by June 26, 2019 and the City will accept shipment of the products upon delivery. The Parties agree as follows: 1. Contract Price: The Contract Price (exclusive of applicable sales or use taxes which will be added and paid by the City but inclusive of freight charges) for the System is $4,257,404, but only if this Agreement is fully signed by May 20, 2015 and the City allows shipment of the products by June 26, 2015. The term "System" means the console Equipment, Software, and incidental hardware and materials that are combined together into an integrated system as described in the Motorola Proposal. 2. Price Book Terms and Conditions: The terms and conditions (including the definition in Section 2) of that certain contract known as the Orange County Price Book dated May 21, 2010, Contract #.MA- 060 - 10012594 ( "Price Book') are attached hereto for convenience as Exhibit B, are incorporated herein by this reference, and are applicable to this transaction except as otherwise specifically stated below. This Agreement does not generally modify the Price Book terms and conditions, and they remain in full force and effect to the extent they are unmodified by this Agreement. The above pricing for the Equipment is based upon Price Book pricing, although additional discounts may be offered. 3. Services: Section 3.3.3 of the Price Book suggests that the Parties may use that contract for purchase and sale transactions including services. However, Section 7 of the Price Book, Terms and Conditions, particularly the recitals and paragraphs 3.1 and 3.5, suggests that. the Parties may not use the Price Book for purchase and sale of services transactions. 'ro resolve that ambiguity for this transaction, the Parties agree that the terms and conditions of the Price Book apply to this transaction (including equipment, software, and related services) except as otherwise specifically stated below. In addition, this Agreement adds provisions not included in the Price Book to address service related and other issues. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted 55A -135 Terms and Conditions 8 -1 4. Scope of Work: The Parties will perform their respective work responsibilities in accordance with the Statement of Work and the Performance Schedule. (See Sections I and 6 of the Motorola Proposal.) By executing this Agreement, the City authorizes Motorola to proceed with contract performance. Unless terminated in accordance with other provisions of this Agreement or extended, by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues through the warranty period of the equipment. 5. Change Orders: Consistent with Section 3.3 of the Price Book, either Party may request changes within the general scope of this Agreement and neither Party is obligated to perform requested changes unless both Parties execute a. written change order. 6. Sites: The City will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the work sites or vehicles identified in the Statement of Work as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. Further, the City will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and imless the Statement of Work states to the contrary, the City will ensure that these work sites have adequate: physical space; air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise the City of any apparent deficiencies or non- conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E,I,A. standard RS -222 in effect on the Effective Date. If a Party determ4les that the sites identified in the Statement of Work are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Statement of Work, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order. 7. Acceptance: Because this transaction. is for a System and not just Equipment, the Acceptance Provisions of Section 6 of the Price Boole apply only to the subscriber radios but not to the consoles. Rather, System Acceptance for the consoles will occur when the Acceptance Tests have been successfully completed. "Acceptance Tests" means those tests described in the Acceptance Test Plan. (See Section 3 of the Motorola Proposal.) Motorola will provide to the City at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the City believes the System has failed the completed Acceptance Tests, the City will provide to Motorola a written notice that includes the specific details of the failure. If the City does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests, Minor omissions or variances in the System that do not materially impair the operation of the System will not postpone System Acceptance, but will be corrected according to a mutually agreed punch list schedule. City of Santa Ana MCC7500 P25 Dispatch Mlgration and subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidentlal Restricted Terms and Conditlons 0 -2 55A -136 8. Beneficial Use: Motorola's ability to perform its implementation and testing responsibilities may be impeded if the City begins using the System before System Acceptance. Therefore, the City will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. The term `Beneficial Use" means when the City first uses the System for operational purposes (excluding training or testing). Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, the City assumes responsibility for the use and operation of the System. 9. Final Project Acceptance: Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed,. When Final Project Acceptance occurs, the Parties will promptly memorialize this final event by means of a Final Project Acceptance Certificate. 10. Maintenance; During the Warranty Period, in addition to warranty services, Motorola will provide maintenance services for the console Equipment and support for the Motorola Software pursuant to the maintenance and support statements of work. (See Section 5 of the Motorola Proposal.) Those services and support are included in the Contract Price. Unless otherwise agreed by the Parties in writing, the terms and conditions applicable to the maintenance, support or software services will be Motorola's standard Service Terms and Conditions, which are incorporated herein by this reference and a copy of which will be provided to the City upon request. if the City wishes to purchase additional maintenance and support services during the Warranty Period, or any maintenance and support services after the Warranty Period, the description of and pricing for the services will be set forth in a separate document. Notwithstanding Sections 7.1 and 7.2 of the Price Book, the term "Warranty Period" for this transaction means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first, for the console Equipment and one (1) year from the date of shipment for the subscriber radio Equipment. 11, Invoicing: The Contract .Price will be paid via the disbursement of the financing proceeds pursuant to an Equipment Lease - Purchase Agreement executed between the City and Motorola Credit Corporation. For reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36- 1115800. 12. Title and Risk of boss: Consistent with Section 4.2 of the Price Book, title to the Equipment will pass to the City upon delivery; title to Software will not pass to the City at any tune but is licensed in accordance with the applicable Software License Agreement (see Sections 3.6 and 3.7 of the Price Boole); risk of loss will pass to the City upon delivery of the Equipment to the City; and Motorola will pack and ship all Equipment in accordance with good commercial practices. 13. System Representation and Warranties: Motorola represents that the System will perform in accordance with the specifications as described in the Motorola Proposal and published product documentation in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System fiinctionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation.; or the City changes the load usage or configuration outside the specifications. City of Santa Ana MCC7500 P2S Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola Solutions Conflotential Restricted 55A -137 Terms and Canditions 0 -3 Notwithstanding Section 7.1 of the Price Book, during the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within the City's control, this warranty expires eighteen (18) months after the shipment of the Equipment. Notwithstanding Section 7.1 of the Price Book, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 13 that are applicable to the Motorola Software, If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within the City's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. Motorola warrants that the services will be performed in a good and workmanlike manner for 90 days from the date of performance. Sections 7.3 (warranty exclusions), 7.4 (warranty claims), 7.7 (end user), and 7.9 (warranty disclaimers) of the Price Book apply to this transaction. 14. Force Majeure: Consistent with Section 9 of the Price Book, neither Party will be liable for its non - performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. The term "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.g., an act of God, an act of the public enciny, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). If the City (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and may agree to additional compensation. 15. Protection of Confidential Information: During the term of this Agreement, the Parties may provide each other with Confidential Information. The term "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine - recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; subject to the requirements of any applicable public records law; or is explicitly approved for release by written authorization of the disclosing Party. Subject to the requirements of any applicable public records law, each Party will: maintain the confidentiality of the other Party's Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential Inforanati,on to its employees who have a "need to know" mid not copy or reproduce the Confidential City of Santa Ana 02 April 2015 MC07500 P25 Dispatch Migration and Subscribers Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Terms and Conditions 8.4 55A -138 Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential Information, including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable care; and use the Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and will at all times remain the property of the disclosing Party, and no grant of any proprietary rights in the Confidential Information is given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. Motorola agrees to maintain the confidentiality of all City and City - related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract, All such records and information shall be considered confidential and kept confidential by Motorola and its staff, agents and employees. 16. Software Licensing: The Software License Agreement attached to this Agreement as Exhibit A applies. 17. Purchase Order: If the City issues a purchase order ( "Purchase Order "), it will do so concurrently with execution of this contract. Any additional or conflicting terms and conditions in the Purchase Order will have no effect. 18. Insurance Provisions: Before performing any services under this Agreement, Motorola will provide all required insurance at its expense and will deliver to the City an ACORD form Certificate of Insurance and all endorsements required herein, and will keep such insurance coverage and the certificate on file with the City during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of Motorola pursuant to this Agreement shall obtain similar insurance as determined by the Motorola Insurance Department, excluding Professional Liability which does not apply to subcontractors. Motorola is responsible for all self- insured retentions (SIRs) and deductibles. If Motorola fails to maintain the agreed insurance for the full term of this contract, the City may tenninate this contract in accordance with the default and termination provisions. Qualified Insurer: Minimum insurance company ratings as determined by the most current edition of the Best's Ivey Rating Guide /'Property- Casualty /'United States or ambest.com shall be A- (Secure A.M. Best's Rating) and VIII (Financial Size Category). The policy or policies of insurance must be issued by an insurer authorized to do business in the state of California. The policy or policies of insurance maintained by the Contractor shall provide the minimum limits and coverage as set forth below: Coverage Minimum Limits $2,000,000 per occurrence Commercial General. Liability 4,000,000 general policy aggregate Automobile Liability including coverage for owned, non -owned and hired $1,000,000 per occurrence vehicles Workers' Compensation Statutory Employers' Liability Insurance $1,000,000 per occurrence City of Santa Ana 02 April 2015 MCC7500 P25 Dispatch Migration and Subscribers Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted 55A -139 Terms and Conditions 8-5 Professional Liability Insriranoe per' claimsms m� or per occurrence Required Coverage Forms: The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad. Required Endorsements: Concerning the Commercial General Liability policy, Motorola shall provide a blanket additional insured endorsement using ISO form CG 2010 or CG 2033 or a form at least as broad, including the City of Santa Ana, its officers, volunteers, and employees as Additional Insureds. The CGL shall be primary and any insurance or self- insurance maintained by the City of Santa Ana shall be excess. As used herein, the term "volunteer" means a person who is not an officer or employee of the City but who has volunteered to perform a governmental function on behalf of the City and is acting within the course and scope of his or her duties as a volunteer, Motorola shall give the City of Santa Ana 30 days notice in the event of cancellation and 10 days for non - payment of premium. If Motorola's Professional Liability policy is a "claims made" policy, it shall agree to maintain professional liability coverage for two years following completion of contract. The Commercial General Liability policy shall contain a severability of interests clause, also known as a "separation of insureds" clause (standard in the ISO CG 0001 policy). The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer. 19. Non- Discrivaination: In the performance of this Agreement, Motorola agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Motorola acknowledges that a violation of this provision shall subject Motorola to all the penalties imposed for a violation of Section 1720 et seq. of the California Labor Code. 20, Remedies Not Exclusive: Unless a provision otherwise expressly indicates, the remedies for breach set forth in this Agreement are cumulative as to one another and as to any other provided by law, rather than exclusive; and the expression of certain remedies in this Agreement does not preclude resort by either party to any other remedies provided by law. 21. Independent Contractor: Motorola shall be considered an independent contractor and neither Motorola nor its employees; nor anyone working Under Motorola shall be considered an agent or an employee of City. Neither Motorola nor its employees; nor anyone working under Motorola shall qualify for workers' compensation or other fringe benefits of any kind through City. 22. Performance: Contractor and the City shall each perform all of its respective work under this Contract as described in the Motorola Proposal. Contractor shall be responsible for the professional quality, technical assurance, timely completion (subject to Force Majeure events or delays by the City or its other contractors) and coordination of all promised documentation and other services .furnished by the City of Santa Ana 02 April 2015 MCC7500 P25 Dispatch Migration and Subscribers Use or disclosure of this proposal is subject to line restrictions on the cover page. Motorola Solutions Confidential Restricted Terms and Conditions 8 -6 55A -140 Contractor under this Contract. Contractor shall perform all of its work diligently, carefully, and in a good and workman -like manner; shall furnish all labor, supervision, machinery, equipment, materials, and supplies necessary therefore; shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of City required in its governmental capacity, in connection with performance of the work (except for FCC licensing matters or other permits or approvals if the Statement of Work indicates they are the responsibility of City); and shall be fully responsible for all worIc performed by sub - contractors. 23. Bills and Liens: Contractor shall pay promptly all indebtedness for labor, materials, and equipment used in performance of the work. Contractor shall not permit any lien or charge to attach to the work or the premises, but if any does so attach, Contractor shall promptly procure its release and, in accordance with the requirements of Section 14.9 of the Price Book, Terms and Conditions, indemnify, defend, and hold City harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto. 24. Changes: (See Section 5 above,) 25. Readings: The various headings and numbers herein, the grouping of provisions of this Contract into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof. 26. Severability: If any term, covenant, condition, or provision of this Contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 27. Calendar Days: Any reference to the word "day" or "days" herein shall mean calendar day or calendar days, respectively, unless otherwise expressly provided. 28. Assignment or Sub- Contracting: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned or sub- contracted by Contractor without the express written consent of City except as permitted by Section 14.2 of the Price Book, Terms and Conditions. Any attempt by Contractor to assign or sub - contract the performance or any portion thereof of this Contract without the express written consent of City shall be invalid and shall constitute a breach of this Contract except as permitted by Section 14.2 of the Price Book, Terms and Conditions. 29. Confidentiality: Contractor agrees to maintain the confidentiality of all City and City - related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor's staff, agents and employees. 30. Compliance with Laws: Each Party represents and warrants to the other Party that the performance of its duties and the services to be provided under this Contract shall fully comply, at its expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively "laws "), including, but not limited to those issued by City in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by City, 31. Pricing: The Contract bid price shall include full compensation for providing all required goods City of Santa Ana 02 April 2015 MCC7500 P25 Dispatch Migration and Subscribers Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Con(ldentlal Restricted Terms and Condtions 0 -7 55A -141 in accordance with required specifications, or services as specified herein or when applicable, in the scope of work attached to this Contract, and no additional compensation will be allowed therefore, unless otherwise provided for in this Contract. 32. Additional Terms and Conditions: 1. Scope of Contract: This Contract specifies the contractual terms and conditions by which the City will procure services from Contractor as further detailed in the Scope of Work as set forth in the Motorola. Proposal. 2. Term of Contract: This Contract shall commence upon execution of this Contract and continue through the warranty period. This Contract may be renewed as set forth in paragraph 3 below. 3. Renewal: This Contract may be renewed by mutual written agreement of the Parties for three (3) additional one (1) year terms. The City does not have to give any reason. if it elects not to renew. 4. Adjustments — Scope of Work: No adjustments made to the scope of work will be authorized without prior written approval of the City. The City's Project Manager is responsible for advising Motorola whether such approvals have been received, 5. Amendments — Changes /Extra Work: See Section 5 above. The Contractor shall make no changes to this Contract without the City's written consent. In the event that there are new or unforeseen requirements, the City with the Contractor's concurrence has the discretion to request official changes at any time without changing the intent of this Contract. If City - initiated changes or changes in laws or government regulations affect price, the Contractor's ability to deliver services, or the proj ect schedule, the Contractor shall use reasonable efforts to give the City written notice no later than seven calendar days from the date the law or regulation went into effect or the date the change was proposed by the City and the Contractor was notified of the change. 6. Authorization Warranty: The Contractor represents and warrants that the person executing this Contract on behalf of and for the Contractor is an authorized agent who has actual authority to bind the Contractor to each and every term, condition and obligation of this agreement and that all requirements of the Contractor have been fulfilled to provide such actual authority. 7. Breach of Contract: The failure of the either Party to comply with any of the material provisions, covenants or conditions of this Contract shall be a breach of this Contract if the breaching Party fails to cure the non - compliance within thirty (30) days of notice of the alleged breach by non- breaching Party; such notice will provide reasonable details that describe the nature of the alleged breach. In such event the non - breaching Party may, and in addition to any other remedies available at law or in equity, terminate the Contract. 8, Civil Alights: Contractor attests that services provided shall be in accordance with the provisions of Title VI and Title V.II of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975 as amended; Title II of the Americans with Disabilities Act of 1990, and other applicable State and federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification, age, religion, marital status, sex or disability. 9. Conditions Affecting Work: The Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions which can affect the work or the cost thereof. Subj eet to Section 6 above, any failure by the Contactor to do so will not relieve Contractor from responsibility for successfully performing the work without additional cost to the City. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscrlbals 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola Solutions Confidential Restilcted Terms and Conditions 8 -8 55A -142 10. Conflict of Interest— Contractor's Personnel: The Contractor shall exercise reasonable care and diligence to prevent any notions or conditions that could result in a conflict with the best interests of the City, The Contractor's efforts shall include, but not be hmited to establishing precautions to prevent its employees or agents from making, receiving, providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to appear to influence individuals to act contrary to the best interests of the City. 11. Contractor's Project Manager and Key Personnel: Contractor shall appoint a proj cct manager to direct the Contractor's efforts in fulfilling Contractor's obligations under this Contract concerning the console installation and testing. This proj act manager shall be subj ect to approval by the City and shall not be changed without the written consent of the City's project manager, which consent shall not be unreasonably withheld. The Contractor's Proj ect Manager shall be assigned to this project for the duration of this Contract and shall diligently pursue all work and services to meet the project time lines. The City's Project Manager shall have the right to require the removal for good cause and replacement of the Contractor's Proj ect Manager from providing services to the City under this Contract. The City's Project Manager shall notify the Contractor in writing of such action. The Contractor shall accomplish the removal within three (3) business days after written notice by the City's Project Manager. The City's Project Manager shall review and approve the appointment of the replacement for the Contractor's Project Manager. 12. Data — Title To: A11 materials, documents, data or information obtained from the City data frles or any City medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by the Contractor after completion or termination of this Contract without the express written consent of the City, All materials, documents, data or information, including copies, must be returned to the City at the end of this Contract, 13. Debarment: Contractor shall certify that neither contractor nor its principles are presently debarred, proposed for debarment, declared ineligible or voluntarily excluded from participation in the transaction by any Federal department or agency. Where contractor as the recipient of federal funds, is unable to certify to any of the statements in the certification, contractor must include an explanation with their bid /proposal. Debarment, pending debarment, declared' ineligibility or voluntary exclusion from participation by any Federal department or agency may result in the bid /proposal being deemed uon- responsible. 14. Entire Contract: This Contract and all of its attachments comprise the entire Contract between the Contractor and the City, Additional or new terms contained in tbis Contract which vary from the Contractor's proposal are deemed accepted by the Contractor by execution of this Contract or other commencement of performance hereunder. All previous proposals, offers, discussions, preliminary understandings, and other comat utications relative to this Contract, oral or written, are hereby superseded, except to the extent that they have incorporated into this Contract, No future waiver of, exception to, addition to, or alteration of any of the terms, conditions and/or provisions of this Contract shall be considered valid unless specifically agreed to in writing by both parties. 15, Gratuities: The Contractor warrants that no gratuities, in the 'form of entertainment, girls or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City with a view toward securing the Contract or securing favorable treatment with respect to any determ nations concerning the performance of the Contract. For breach or violation of this warranty, the City shall have the right to terminate the Contract, either in whole or in part, and any direct loss or damage sustained by the City in procuring on the open market any services which the Contractor agreed to supply shall be home and paid for by the Contractor. The rights and remedies of the City provided City of Santa Ana 02 April 2015 MCC7500 P25 Dispatch Migration and Subscribers Use or disclosure of this proposal is subject to the restrictions on the cover page. aMotorola Solutions ConRdenflal Restricted 55A -143 Terms and Conditions 8 -9 in the clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract. 16. Notices: Any and all notices, requests demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing, except through the course of the parties' project managers' routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in- person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day, All communications shall be addressed to the appropriate party at the address stated herein or such other address as the patties hereto may designate by written notice from time to time in the manner aforesaid. For Contractor: Motorola Solutions, Inc. Attention: Rebecca Burbrink, Project Manager 6450 Sequence Drive San Diego, CA 92121 Rebecca .Burbrink @motorolasolutions.com With a copy to: Motorola Solutions, Inc. Attention: Kim Caplan, Account Manager 6450 Sequence Drive San Diego, CA 92121 1Cim .Caplan @motorolasolutions.cotn For City Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax number (714) 647 -6956 With courtesy copies to: Chief of Police Santa Ana Police Department City of Santa Ana 60 Civic Center Plaza (M -97) P.O. Box 1988 Santa Ana, California 92702 Fax number (714) 245 -8007 and City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidentlal Restricted Terms and Conditions 8 -12 55A -144 and City Attorney City of Santa Ana 20 Civic Center Plaza (M- 29)P,O. Box 1988 Santa Ana, California 92702 Fax number (714) 647 -6515 Tina Horner 60 Civic Center Drive Santa Ana, CA 92701 THot7rer ,saita- ana,org 17. Ownership of Documentary Deliverables: The term "Documentary Deliverables" means any document that Motorola prepares specifically for City and not for more general purposes and promises to deliver to City under this Agreement; the term does not include any intellectual property rights used to create the document. Upon delivery, City becomes the permanent owner of a Documentary Deliverable but Contractor may use the document in furtherance of its duties under this Contract, See Section 13.1 of the Price Book terms and conditions regarding Contractor's retention and ownership of all of its intellectual property rights. 18. Precedence: The Contract documents consist of this Contract and its attachments and exhibits. In the event of a conflict between or among the Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in the articles of this Contract, and then the exhibits and attachments. 19. Project Manager, City: The City shall appoint aproject manager to act as liaison between the City and the Contractor during the term of this Contract. The City's project manager shall coordinate the activities of the City staff assigned to work with the Contractor, 20. Project Schedule: The services performed Linder this Contract shall be done in accordance with the approved project schedule incorporated herein which may be revised by means of a change order, The Parties shall be responsible for schedule adherence as outlined herein. 21. Limitation ofLiability: See Section 12 of the Price Book terms and conditions. Motorola Solutions, Inc. By: _ Nanie: Title: [Remaining Signatures on Next Page] City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure or this proposal Is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Terms and Conditions 8 -13 55A -145 ATTEST: MARIA INIZAR Clerk of the Colmoil APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas Chief of Police City of Santa Ana MCC7500 P25 Depatch Migration and Subscribers CITY OF SANTA ANA DAVID CAVAZOS City Manager Motorola Solutions Confidential Restricted 55A -146 02 April 2015 Use or disclosure of thls proposal is subject to the restrictions on the cover page. Terms and Conditions 8,14 Exhibit A Software License Agreement This Exhibit A Software License Agreement ( "Agreement ") is between Motorola Solutions, Inc., ( "Motorola "), and the City of Santa Ana, a political subdivision of the State of California ( "Licensee "). For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided, by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Doctinnentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1,3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution, 1.4 "Open Source Software License" means the terms. or conditions under which the Open Source Software is licensed. 1.5 "Primary Agreement" means the agreement to which this exhibit is attached. 1.6 "Security vulnerability" means a flaw or wealmess in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a seotirity breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modiftcatiotis, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre - loaded proprietary Software, or both. This Agreement contains the tennis and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and Documentation. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure or this proposal is subject to the restrictions on the cover page. 42 Motorola Solutions Confidential Restricted - Terms and Conditions 8 -15 55A -147 Section 3 GRANT OF LICENSE 3,1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non - transferable (except as permitted in Section 7) and non- exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied, in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. 3,2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terns and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and. conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terns and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may malce one copy of Software to be used solely for archival, back -up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4,3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one emit of a Designated City of Santa Ana 02 April 2015 M007500 P25 Dispatch Migration and Subscribers Use or disclosure of this proposal Is subject to the restrictions on the cover pago. Motorola Solutions Confidentlai Restriciod 55A -148 Terms and Condltions 6 -'I6 Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4. When using Motorola's Radio Service Software ( "RSS "), Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely, Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ( "Auditor ") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and Security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section S OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de- compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services), No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement, All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola., and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period "). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error -free, completely City of Santa Ana 02 April 2015 MCC7500 P25 Dispatch Migration and Subscribers Use or disclosure of this proposal Is subject to the restrictions on the cover page, Motorola Solutions Confidential Restricted Terms and Conditions 817 55A -149 free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements, Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the detective Software with functionally- equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and reftuid the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non - infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Docinnentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated. Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHportQ software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers Motorola Solutions Confidential Restricted 55A -150 02 April 2015 Use or disclosure or this proposal is subject to the restrictions on the cover page. Terms and Condlfions 8 -18 83 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation acrd that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non - embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government), Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency, Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth hr subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at FAR 52,227 -19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227 -7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and 'Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page Motorola Solutions Confidential Restricted Terms and Conditions 8 -19 55A -151 authorization of Motorola and the appropriate governmental authority of the United States, in, any form export or rc- export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise firnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 133, ASSIGNMENTS AND SUBCONTRACTING. (Covered by the primary agreement.) 13,4. GOVERNING LAW. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a. substantially similar law (collectively "UCITA ") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA, 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement, Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended, third patty beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, I 1 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the patties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subj ect matter. 13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. City of Santa Ana NICC7500 P25 Dispatch Migration and Subscribers Motorola SOILWOM Confidenflal Restricted 55A -152 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Terms and Condiflons 8 -20 Exhibit B 2010 Price Boole Terms and Conditions (Note: Motorola Solutions, Inc. was formerly named Motorola, Inc.) Terms and Conditions County of Orange and Motorola, Inc. Price Book Agreement Motorola, Inc. and the County of Orange propose the following changes to Amendment No. 3 to Agreement Number 50000015,95 (Amendment) as the basis for a new Agreement between the Parties for purchasing Equipment. This new County Price Book Agreement is number MA -060- 10012594. Recitals I . The County of Orange ( "County ") desires to purchase from Motorola, Inc. ( "Motorola ") various products and equipment from Motorola's Price Book. 2. The County contract Number 50000015.95 with Motorola is set to expire on May 20, 2010, This Agreement is the new contract by which the County could purchase products and equipment, 3. Motorola has a price book containing the equipment and is offering it to the County. Terms County and Motorola agree as follows: Section 1 Exhibits The Exhibits listed below are incorporated into and made a part of this Agreement. h7 interpreting this Agreement and resolving any ambiguities, the main body of this Agreement will take precedence over the Exhibits. Exhibit A Orange County Price Book Exhibit B Motorola Software License Agreement Exhibit C County Participants Exhibit C may be amended from time to time to add cities or other governmental agencies that desire to purchase Equipment pursuant to this Agreement. Section 2 Definitions "Contract Participants" are more particularly described in Exhibit C, "Customer" means the County and any of its Contract Participants. "Effective Date" means that date upon which the last party to sign this Agreement has executed this Agreement. "Equipment" means the hardware and components listed in the Orange County Price Book, City of Santa Ana M007500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to (lie restrictions on the cover page. Motorola Solutions Confidential Restricted Terms and Conditions 0 -21 55A -153 " hrfiingement Clain" means a third -patty claim alleging that the Equipment manufactured by Motorola or the Motorola Software infringes upon the third - party's United States patent or copyright "Motorola Software" means Software that Motorola owns. 'Non-Motorola Software" means Software that a party other than Motorola owns. "Price Book" means the Orange County Price Book dated May 21, 2010 (Exhibit A). "Proprietary Rights" 1'neans the patents, patent applications, inventions, copyrights, trade secrets, trade marks, trade names, mask works, know -how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software made by Motorola or another party. "Software" means the Motorola and Non - Motorola Software in object code format that is furnished with the Equipment. "Software License Agreement" means the agreement in Exhibit B, Section 3 Terms of the Agreement 3,1 Terns of Ptuchase. This Agreement shall apply only to purchases of Equipment that occur on or after the Effective Date. 3.2 Controlling Terms and Conditions. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other fern will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 3.3 Change Orders. Either party may request changes within the general scope of this Agreement. Neither party is obligated to perform requested changes unless both parties execute a written change order. 3,4 Term. Unless otherwise terminated in accordance with the provisions of this Agreement or extended by mutual agreement of the parties, the term of this Agreement will begin on the Effective Date and shall continue until May 21, 2015. 35 Maintenance Service. This Agreement does not cover maintenance or support of the Equipment except as provided under the warranty. if Customer wishes to purchase maintenance or support, Motorola will provide a separate maintenance and support proposal upon request. City of Santa Ana M007500 P25 Dispatch Mlgrallon and Subscribers 0 Motorola Solutions Confidential Restricted 55A -154 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions an the cover page. Terms and Conditions 8.22 3.6 Non - Motorola Software. Any Non - Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non - Motorola Software pi rsuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non - Motorola Software. Non - Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services maybe applicable). 3.7 Motorola Software. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, TIIEN THAT AGREEMENT SUPERCEDES THIS SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. Section 4 Payment Requirements 4.1 Terns of Payment. Motorola will submit to Customer invoices for Equipment or Software when they are delivered. Customer will make payments to Motorola within thirty (30) days after receipt of Motorola's invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. fmancial institution. ,Payments made by Customer shall not preclude the right of Customer from thereafter disputing any Equipment billed under this Agreement and shall not be construed as acceptance of the Products. 4.2 Freight, Title and Risk of Loss. All freight charges will be pre -paid by Motorola and added to the invoices. Title and risk of loss to the Equipment will pass to Customer upon delivery to Customer, except that title to Software will not pass to Customer at any time. Motorola will pack and ship all Products in accordance with good commercial practices. 4.3 Invoicing Instructions. As a condition of payment of any invoice, the Customer must receive an invoice in an acceptable format, including Motorola's Federal I.D. number and the California seller's permit number, if applicable. In addition, sufficient itemization and/or description, including the serial numbers of any equipment items, must appear on the invoice. Dollar amounts, extensions and totals must be correct. City of Santa And MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted 55A -155 Terms and Conditions 8 -23 When appropriate, dollar amounts for taxes, freight or any other fees must be adequately described and itemized. Section S Pricing The pricing of the Equipment and Software is controlled by the Orange County Price Book. The prices in the Orange County Price Book are a fixed discount off of the list price for specific categories of Equipment or Software. The applicable list price shall be the list price in effect on the date of the order. However, Motorola will provide Customer with reasonable notice and a 30 grace period before any price change will take effect. If a new product is added to the Price Book, Motorola reserves the right to establish a fixed discount for the new product. Any discount not meeting the category discount shall be by mutual agreement of the Parties. Section 6 Acceptance Acceptance of the Equipment will occur upon delivery to Customer unless the Statement of Work provides for acceptance verification or testing, in which case acceptance of the Equipment will occur upon successful completion of the acceptance verification or testing. Notwithstanding the preceding sentence, Customer's use of any Equipment or Software for their operational purposes will constitute acceptance. Equipment shall not be accepted for purposes of this section if returned by the Customer for Equipment that is defective or unsatisfactory. Section 7 Representations and Warranties 7.1 Equipment Warranty. For one (1) year from the date of delivery, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. Motorola shall repair or replace equipment or parts during the warranty period. All parts and labor shall be included by Motorola at no charge. If a piece of equipment fails or operates at less than the manufacturer's designed specifications three times for the same or similar reason, within its warranty period, Motorola will replace the piece of equipment at Customer's request and at Motorola's cost. 7.2 Software Warranty. For one (1) year from the date of delivery, Motorola warrants the Motorola Software in accordance with the tends of the Software License Agreement and the provisions of this Section that are applicable to the Motorola Software. 7.3 Exclusions to Equipment and Software Warranties. These warranties do not apply to: (i) defects or damage resulting from use of the Equipment or Software in other than its normal, custonner, and authorized manner; (ii) defects or damage occurring from misuse, accident, liquids, neglect, or acts of God; (iii) defects or damage occurring from testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; (iv) breakage of or damage to antennas unless caused by Customer's failure to comply with all applicable industry and OSHA standards; (v) Equipment that has had the serial number removed or made illegible; (vi) batteries (because they carry their own separate limited warranty); (vii) scratches or other cosmetic damage to Equipment surfaces that does not affect operation of the Equipment; and (viii) normal or customary wear and tear. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers Motorola Solutions Confidential Restricted 55A -156 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions an the cover page. Terms and Conditions 8 -24 7.4 Warranty Claims, Motorola, will, at no additional charge to Customer, repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software upon verbal notification by Customer. Such action will be the full extent of Motorola's liability hereunder. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's current labor rates. Repaired or replaced product is warranted for the balance of the original applicable Warranty Period. All replaced products or parts will become the property of Motorola. 7.5 Parts Availability. Motorola will use best commercially reasonable efforts to provide replacement parts for Motorola manufactured subscriber equipment for five (5) years and for Motorola manufactured fixed infrastructure equipment for seven (7) years from the date at which the product is no longer shipped, Motorola reserves the right to supply either assemblies or piece parts. Concerning non - Motorola manufactured Equipment; if Motorola receives written notice from a third party vendor that it intends to cancel any Equipment it provides, Motorola shall provide Customer written notice prior to the scheduled cancellation to provide Customer the opportunity to purchase replacement parts. 7.6 Third Party Warranty. Motorola will pass through to Customer any third party warranties that exceed the Motorola warranty provided in this Agreement. Motorola will not assume any obligations concerning the pass - through third party warranties. 7,7 Original End User is Covered. These express limited warranties are extended by Motorola to the original user purchasing the Equipment or Motorola Software for commercial, industrial, or governmental use only, and are not assi.guable or transferable. 7.8 EQUIPMENT COMPATIBILITY Equipment provided pursuant to this Agreement must operate in a manner compatible with the County's Countywide Coordinated Communications System ( "CCCS "). 7.9 DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS, EQUIPMENT, AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES, THE PRODUCTS, EQUIPMENT AND MOTOROLA SOFTWARE, ARE PROVIDED "AS IS" AND MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING TIIE PRECEDING SENTENCE, MOTOROLA EXPRESSLY WARRANTS THAT ALL PRODUCTS, EQUIPMENT AND SOFTWARE PROVIDED UNDER THIS AGREEMENT IS MERCHANTABLE (WITHIN THE MEANING OF SECTION 2314 OF THE CALIFORNIA COMMERCIAL, CODE) AND THAT SUCH PRODUCTS, EQUIPMENT AND SOFTWARE IS SUITABLE AND FIT FOR THE PARTICULAR PURPOSE OF USE AS .A REGIONAL RADIO COMMUNICATIONS SYSTEM. MOTOROLA DOES City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted 55A -157 Terms and Conditions 8 -25 NOT WARRANT THAT LICENSEE'S USE OF THE MOTOROLA SOFTWARE OR PRODUCTS WILL BE UNINTERRUPTED OR ERROR -FREE, THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. Section 8 Conflicts of Interest Motorola, shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict of interest of the County or other third parties named in Exhibit C. This obligation shall apply to Motorola's employees, agents, relatives, sub -tier contractors, and third parties associated with the Equipment and Software in this Agreement. Motorola may not make, receive, provide, or offer gifts, entertainment, payments, loans, or other considerations which could be deemed to appear to influence individuals to act contrary to the interest of the County or third parties named in Exhibit C Section 9 Delays /Force Majenre Neither Party will be liable for its non - performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Partypromptly (but in no event later than fifteen (15) days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the performance schedule for a time period that is reasonable under the circumstances. Section 10 Disputes The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute "). 10.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of California. 10.2, NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ( "Notice of Dispute "). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within thirty (30) days from the Notice of Dispute, the Parties will proceed to mediation. 10.3. MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party ( "Notice of Mediation "). Neither Party may unreasonably withhold consent to the selection of a mediator, If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. 10.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, or the Dispute concerns intellectual City of Santa Ana MCC7500 P25 blepatch Migration and Subscribers 0 Motorola Solutions Confidential Restrlcted 55A -158 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Terms and Conditions 8.26 property either Party may then submit the Dispute to a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for trial to another county. 10.5, CONFIDENTIALITY. All communications pursuant to subsections 10.2 and 10,3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. Section 11 Patent and Copyright Infringement Indemnification Motorola will defend at its expense any suit brought against Customer to the extent it is based on an Infringement Claim, and Motorola will indemnify and hold harmless Customer for those costs and damages finally awarded against Customer for an Infringement Claim. Motorola's duties to defend, indemnify and hold harmless axe conditioned upon; Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense procure for Customer the right to continue using the Equipment or Motorola Software, replace or modify it so that it becomes non - infringing while providing functionally equivalent performance, or grant Customer a credit for the Equipment or Motorola Software as depreciated and accept its return. The depreciation amount will be calculated based upon generally accepted accounting standards for such Equipment and Motorola Software. Motorola, will have no duty to defend, indemnify or hold harmless for any Infringement Claim that is based upon the combination of the Equipment or Motorola Software with any software, apparatus or device not furnished by Motorola; the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Equipment or Motorola Software; any Equipment that is not Motorola's design or formula; a modification of the Motorola Software by a party other than Motorola; or the failure by City to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. The foregoing states the entire liability of Motorola with respect to infringement of patents and copyrights by the Equipment, Motorola Software, or any of their parts. Section 12 Limitation of Liability Except for personal injury or death, Motorola's and Customer's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed. ALTHOUGH TIIE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA and CUSTOMER WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola Solutlons Confldontial Restricted Torms and Gondltlons 8 -27 55A -159 SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL, DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF TIIE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement. Section 13 Proprietary Rights 13,1 Proprietary Rights of Equipment and Software. Motorola owns and retains all of its Proprietary Rights in the Equipment and Software. The third party manufacturer of any Equipment and the copyright owner of any Noll- Motorola Software own and retain all of their Proprietary Rights in the Equipment and Software. Nothing in this Agreement is intended to restrict the Proprietary Rights of Motorola, any copyright owner of Non - Motorola Software, or any third party manufacturer of Equipment. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment and Software remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. 13,2 Software License. Except as explicitly provided in the Software License agreement, nothing in this Agreement will be deemed to grant, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Concerning both the Motorola Software and Non- Motorola Software, Customer agrees not to modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, or export the Software or permit or encourage any third party to do so. Section 14 General 14.1 Taxes. The Agreement Price does not include any amount for federal, state, or local excise, sales, lease, service, rental, 'use, property, occupation, or other taxes, assessments or duties (other than federal, state, and local taxes based on Motorola's income or net worth), all of which will be paid by Customer except as exempt by law. If Motorola is required to pay or bear the burden of any such taxes, Motorola will send an invoice to Customer and Customer will pay Motorola the amount of such taxes (including any applicable interest and penalties) wither thirty (30) clays from receipt of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes. 14.2 Assignability. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business "), whether byway of a sale, establishment of a joint venture, spin -off or otherwise (each a City of Santa Ana MC07500 P25 Dispatch Migration and Subscribors 0 Motorola Solutions Confidential Restricted 55A -160 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Terms and Conditions 8 -28 "Separation Event "), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event, Motorola shall provide Customer reasonable written notice of a Separation Event. 14.3 Waiver. No term or provision of this Agreement shall be deemed waived and no breach excused, unless such waiver of consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of or excuse for any other different or subsequent breach. 14.4 Validity. The invalidity in whole or in part of any provision of this Agreement as mutually agreed to by the Parties, or as adjudicated by a court of competent jurisdiction, does not void or affect the validity of any other provision of this Agreement, 14.5 Independent Contractors. Nothing contained in this Agreement shall be construed as creating the relationship of employer /employee or principal /agent. 14.6 Governing Law. The formation, interpretation, and performance of this Agreement shall be governed by the laws of the State of California, provided that no provision of this . Agreement shall be interpreted for or against a Party because that Party or its legal representative drafted such provision, and this Agreement shall be construed as if jointly prepared by the Parties. No lawsuit pertaining to any matter arising under or growing out of this Agreement shall be instituted in any state other than California, Any legal proceeding with respect to this Agreement shall be tiled in the appropriate Court of the State of California in Orange County, California consistent with Section 10.4, above. 14.7 Notices. Notices required under this Agreement to be given by one party to the other must be in writing and either delivered in person or sent to the address shown below by certified mail, rettoin receipt requested and postage prepaid (or by a recognized courier service with an asset tracking system, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and shall be effective upon receipt: Motorola.Ine. Attn: County Attn: flax: fax: 14.8 FCC Licenses. Customer will obtain and comply with all Federal Communications Commission ( "FCC ") licenses and authorizations required for the installation, operation and use for any system before the scheduled installation of Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. City of Santa Ana MCC7500 P25 Dispatch Migration and subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictlons on the cover page. Motorola Solutions Confidential Restrirted Terms and Conditions 8 -29 55A -161 14.9 Indemnity. Motorola agrees to indemnify, defend, protect, investigate any claims, and to hold harmless the County and third parties named in Exhibit C, their officers, elected officials, employees and agents from and against any and all claims, demands or liability established resulting from damages or injuries to persons or property which arise from or are related to negligent errors, acts or omissions of Motorola and its agents under this Agreement; Motorola shall not however indemnify, defend, protect and Bold harmless the County or third parties named in Exhibit C from claims, demands, or liability arising frorn the negligence as it relates to the errors, acts or omissions of the County or the third parties named in Exhibit C. Motorola's obligations under this provision shall not affect the right of the Customer to appear and to participate in legal actions bringing such suits. The Customer may take other action necessary to protect its interests. If Motorola's negligence combines with the negligence of the County or other third parties named in Exhibit C to cause injury, the Parties agree that liability will be apportioned as detentthled by a court of competent jurisdiction. Neither party shall request a jury apportionment. 14.10 Authority to Execute Agreement. Each Party represents to the other that (i) it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under the Agreement; (ii) the person executing this Agreement on its behalf has the authority to do so; (iii) upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and (iv) the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 14.13 Equipment End of Life Cycle. Motorola reserves the right to stop selling or slipping Equipment at any time. However, Motorola will provide Customer with a written notice of cancellation of Motorola manufactured Equipment one (1) year prior to the cancellation date. Motorola has no control over third -party vendors' end of life cycle plans for the non - Motorola manufactured. If a third -party vendor cancels its non- Motorola manufactured Equipment or files for bankruptcy, Motorola will use commercially reasonable efforts to obtain equivalent Equipment from another source. The parties hereby enter into this Agreement as of the Effective Date. Motorola, Inc. By: Name: Title: Date: Qty of Santa Ana MCD7500 P25 Dispatch Migration and Subscribers Motorola Solutions Confidential Restricted Cutstmuer By: Name: Title: Date: 55A -162 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Terms and Condition 8.30 City of Santa Ana (Schedule B) Sample 4/2/2015 3:46 PM Page 1 Compound Period: Annual Nominal Annual Rate: 01000% (first 14 months)- Interest free 14 months Nominal Annual Rate: 3.120% (remaining term) CASH FLOW DATA Event Date Amount Number Period End Date 1 Loan 5/15/2015 $ 4,257,403.00 1 2 Payment 7/15/2016 $ 486,765.81 9 Annual 7/15/2024 3 Payment 5/15/2025 $ 486,765.81 1 AMORTIZATION SCHEDULE - Normal Amortization, 360 Day Year Purchase Option Date Payment Interact Princioal Balance Loan 5/15/2015 $ 4,257,403.00 1 7/15/2016 $ 486,765.81 $ - $ 486,765.81 $ 3,770,637.19 2 7/15/2017 $ 486,765.81 $ 117,643.88 $ 369,121.93 $ 3,401,515.26 3 7/15/2018 $ 486,765.81 $ 106,127.28 $ 380,638.53 $ 3,020,876.73 4 7/15/2019 $ 486,765.81 $ 94,251.35 $ 392,514.46 $ 2,628,362.27 5 7/15/2020 $ 486,765.81 $ 82,004.90 $ 404,760.91 $ 2,223,601.36 6 7/15/2021 $ 486,765.81 $ 69,376.36 $ 417,389.45 $ 1,806,211.91 7 7/15/2022 $ 486,765.81 $ 56,353.81 $ 430,412.00 $ 1,375,799.91 8 7/15/2023 $ 486,765.81 $ 42,924.96 $ 443,840.85 $ 931,959,06 9 7/15/2024 $ 486,765.81 $ 29,077.12 $ 457,688.69 $ 474,270.37 10 511512425 $ 486,765.81 $ 12,495.44 $ 474,270.37 $ Grand Totals $ 4,867,658.10 $ 610,255.10 $ 4,257,403.00 10th payment moved in 2 months to keep total term at ten years. 55A -163 OMotorola Solutions, Inc. Dale', API12, a01a Financing proposal for: City of Santa Ana, CA Communications System Financing Proposal Motorola Solutions Credit Company LLC Is pleased to submit the following proposal for the financing of your Motorola Communkstlonl solution In accordance with the term$ and eanblgans outlined below: Transaction Typ a: MuNdidel Lease-Purchase Agreement Lesson Motorola Solutions, Inc. for its Assignee) Lessee: City of Santa Ana, CA Amount $4,257,403.00 Down Payment $0.00 Balance to Flaanco; $4,257,403.00 Equipment: As per the Motorola equipment proposal. Title: Title to the equipment will vest with the Lessee. Insurance: Lessee will be responsible to Insure the equipment as outlined In the lease apnUOCI. Taxes: Personal properly, miles, leasing, use, stamp, or other taxes are for the account of the Lessee.. Fourteen Months interest free Option One Option Two Lease Tenn: Seven Years Ten Years Payment Frequency Annual Annual Payment Structure: Arrears Arrears Lease Rate First 14 months: 0% 0% Lease Rate remaining term: 3.02% 3.12% Lease Factor: 0,153919 0.114334 Lease Payment: $903,808.38 $486,765.81 Payment Commencement: Film payment due (See Schedule B Amortization 14 months aher tables) contract axecullon. Expioal The stol ed interest rates are valid for all famous commenced by 5/10/2016 otblifications: Receipt of a properly executed documentation package. Lessee qual lFl SS as a political subdlvislon or agency of the Slate as def ned In the Internal Revenue Code of 1966. The Interest portion of the Lease Payments shell be excludable from the Lessor's gross Income pursuant to Section 103 of the Internal Revenue Coda. Receipt of a copy of the last years audited financial statements and current years budget from the Lessee, This proposal should not be construed as a commitment to finance. It is subject to Mal Motorola c- l committee approval. This quote Is based on the general level of interest rated, prlmerlly U.S, Tress ury Bills of like term maturity. Any movement In those rates in excess of 10 basis points will result In the revision of this quote. Documentation Municipal Pqulpment Leese Purchase Agreement Opinion of Counsel Schedule A / Equipment List Schedule B / Amortized on Schedule 8038G UCC -1 Cerfifloaki of Incumbency Statement of Essential Use /Source of Funds Evidence of lnsurance or Statement of Self Insurance Resolution from governing hotly authorizing the execution of the Lease Please feel free to contact me If there are any questions or if an alternate structuring is required, Reliance, 0111 So lk Motorola Customer Financing 847-538. 9531 55A -164 LAPJ05 /05/15 RESOLUTION NO. 2015 -XXX RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER OR THE EXECUTIVE DIRECTOR OF FINANCE TO ENTER INTO AN EQUIPMENT LEASE — PURCHASE AGREEMENT WITH MOTOROLA CREDIT CORPORATION AND MOTOROLA SOLUTIONS, INC., FOP THE PURCHASE AND FINANCING OF EQUIPMENT NECESSARY TO IMPLMENT THE 800 MHZ SYSTEM UPGRADE FOR P25 COMPLIANCE AND EXECUTE ANY ASSURANCES AND /OR DOCUMENTS REQUIRED FOR SAID AGREEMENT 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. In 1995, a Joint Powers Authority was formed in Orange County to collectively implement the 800 MHz Countywide Coordinated Communications System. B. In November 2001, the City of Santa Ana joined the 800 MHz Countywide Coordinated Communications System. The system allows all member agencies in Orange County to transmit on multiple radio channels simultaneously during routine daily activities providing both tactical and dispatch channels; as well as the ability to monitor and speak with all member agencies in the County via a County -wide frequency (Red Channel). C. The member cities' equipment and the system backbone have reached the end of their useful life. In addition, the FCC is requiring users to upgrade to a P25 compliant system. As a result, the 800 MHz Countywide Coordinated Communications System is undergoing a comprehensive upgrade of the system and equipment to modernize the system and to operate a system which will be P25 compliant. D. The upgrade of the system and equipment will be completed by the member agencies, including the City of Santa Ana, by the end of fiscal year 2018. Exhibit A Resolution No. 2015 -XXX Page 1 of 3 55A -165 55A -166 E. In order to upgrade the City of Santa Ana's 800 MHz equipment used by the Police Department, Public Works Department, Planning and Building Department, Parks, Recreation and Community Services Department and the Finance and Management Services Department, the City of Santa Ana has to purchase eight (8) licenses; seven (7) radio dispatch consoles and associated equipment; eight hundred ninety -nine (899) mobile /portable radios; and various software upgrades. F. The City of Santa Ana has determined that there is a true and real need for the purchase of the equipment so that the City of Santa Ana can operate a P25 compliant 800 MHz system and have the capability to monitor and talk with all other agencies in the County should there be a natural disaster, terrorist event, or need for mutual aid. G. The City of Santa Ana's share of the backbone and /or system upgrade and cost for purchase of P25 compliant equipment is approximately $6,625,229. This includes $4,257,403 for equipment costs and $2,367,826 for non- equipment costs. H. The City of Santa Ana has determined that a lease- purchase agreement with Motorola Solutions, Inc., and Motorola Credit Corporation for acquisition of the City of Santa Ana's equipment is in the best interest of the City of Santa Ana. Section 2. NOW THEREFORE, BE IT RESOLVED AND ORDERED that the City Council of the City of Santa Ana does hereby authorize the City Manager or the Executive Director of the Finance Department to enter into the Equipment Lease - Purchase Agreement, MCC7500 Dispatch 7500 P25 Dispatch Migration and Subscribers Agreement, and make any assurances, or file any other documentation required by the terms of the Agreements. Section 3. If any surcharge or fee, section, subsection, sentence, clause, phrase or word of this Resolution is for any reason held to be invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Resolution. The City Council hereby declares that it would have passed and adopted this Resolution, and each and all provisions hereof, irrespective of the fact that one or more provisions may be declared invalid. Resolution No. 2015 -XXX Page 2 of 3 55A -167 55A -168 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 May, 2015, Miguel A. Pulido Mayor APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney A-. Laura A. Rossini Senior Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Resolution No. 2015 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on fl' Clerk of the Council City of Santa Ana 55A -169 Resolution No. 2015 -XXX Page 3 of 3 55A -170 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 5, 2015 TITLE: RESOLUTION AUTHORIZING THE SUBMISSION OF APPLICATIONS FOR STATE GRANT FUNDED USED OIL PROGRAMS (STRATEGIC PLAN NO. 5,2) C2 CITY MAN ER 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 Adopt a resolution authorizing submission of applications for State grant funds to support the City's Used Oil Recycling Program. DISCUSSION The California Oil Recycling Act of 1991 establishes and provides grant funding for programs that encourage and enhance the proper collection and recycling of used oil. The Department of Resources Recycling and Recovery (CalRecycle), formerly known as the California Integrated Waste Management Board, is responsible for administration of these grant programs. For the past 20 years, the City has been awarded grant monies to establish and maintain certified collection centers in the- community, a curbside collection program, and a used filter collection program. These programs have been successful, and through them the City has collected in excess of 132,000 gallons of used oil and 36,000 used oil filters, keeping unwanted oil out of waterways and landfills. To apply for grants, a resolution is needed approving submission of the City's applications for State grant funds. As is the standard State procedure, the resolution authorizes grant application submissions for the five -year period through the year 2020, and authorizes the Executive Director of Public Works, or designee, to execute all documents necessary to implement and secure payment under the program. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #2 (expand opportunities for conservation and environmental sustainability). 55B -1 Resolution Authorizing Applications for State Grant Funded Used Oil Programs May 5, 2015 Page 2 9NV� IQNMI TAL IMPACT There is no environmental impact associated with this action PI9966 IMPACT There is nofiscal impact associated with this action. Fred Mousavipour Executive Director Public Works Agency FM /MMICK Exhibit 1: Resolution 55B -2 3/24/15 LS A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE EXECUTIVE DIRECTOR OF THE PUBLIC WORKS AGENCY TO SUBMIT APPLICATIONS TO THE DEPARTMENT OF RESOURCES RECYCLING AND RECOVERY FOR THE USED OIL PAYMENT PROGRAM 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. Pursuant to Public Resources Code § 48690 the Department of Resources Recycling and Recovery (CalRecycle) has established the Used Oil Payment Program (OPP) to make payments to qualifying jurisdictions for implementation of their used oil programs, including providing convenient collection locations, increasing demand for refined oil, motivation and education of the public to recycle used oil and developing research and demonstration projects, B. In furtherance of this authority, CalRecycle is required to establish procedures governing the administration of the OPP. C. CalRecycle's procedures for administering the OPP require, among other things, an applicant's governing body to declare by resolution certain authorizations related to the administration of the OPP. D. The City desires to apply for funding to continue its used oil collection program and to implement additional used oil recycling programs as they become feasible. Section 2. The City Council hereby authorizes the submittal of Used Oil Payment Program applications to CalRecycle for a period of five (5) years, extending through June 30, 2020. Section 3. The City Council appoints and authorizes the Executive Director of the Public Works Agency, or his designee, as agent of the City of Santa Ana, to execute all documents necessary to implement and secure payment under the OPP. 55B -3 3/24/15 LS 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 2015. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvallhoo,,�- City Attorney By: r✓�v" �U" Lisa Storck 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. 2015- to be the original resolution adopted by the City Council of the City of Santa Ana on 2015. Date: 2 55B -4 Clerk of the Council City of Santa Ana REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 5, 2015 TITLE: REESTABLISHING THE LITTLE SAIGON BUSINESS DISTRICT MONUMENT {STRATEGIC PLAN NO. 5, 51 CITY MANAGER RECOMMENDED ACTION Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: :S•:• 11 ❑ As Recommended ❑ As Amended ❑ Ordinance on 181 Reading ❑ Ordinance on 2 1d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER The Little Saigon Business District will be pursuing the reestablishment of the Little Saigon monument, originally installed on the First Street median east of Euclid Street. The design and location will remain the same, as specified in the previously approved agreement, with the possible inclusion of protective barriers. Attached are some pictures of the original monument (Exhibit 1), along with the agreement previously executed to allow the monument and establish a maintenance agreement (Exhibit 2). In February 2003, the City Council directed staff to work with the Little Saigon Business District Committee to explore the possibility of formally extending the Little Saigon Business District along West First Street into the City of Santa Ana. During this process several meetings took place with the Riverview West Neighborhood Association to discuss all details involved. In June 2003, the City Council directed staff to work with the Little Saigon Business District Committee to design and place a monument sign on First Street and execute an agreement with the Little Saigon Business District Committee for the maintenance of the sign. Shortly after, the monument was installed. In March 2008, the sign was damaged by a vehicle and was later removed. The Little Saigon Business District has been working with various sponsors to reestablish the monument sign. They will be responsible for funding this project and will operate under the requirements of the existing agreement. They plan to complete the project within the year and the City Manager's Office will support them through the street permit process to ensure that the project is delivered as scheduled. 65A -1 Reestablishing the Little Saigon Business District Monument Page 2 STRATEGIC PLAN ALIGNMENT The activities covered by this report support the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #5 (promote a strong arts and culture infrastructure). FISCAL IMPACT There is no fiscal impact associated with this action, as the Little Saigon Business District Committee will be responsible for all costs associated with the sign fabrication, installation and maintenance. Exhibit: 1. Pictures 2. Agreement A- 2003 -119 65A -2 Exhibit 1 65A -3 65A -4 irt¢;uHnveErypl RE:p�IIN €f! A- 2003 -119 1Y(1Rf( [VIAY I)ROCEED CLERK OF COUNCIL CATE: / 30 `9'/ (',` 190 NON-E XCLUSIVE LICENSE AGREEMENT C") This License Agreement is entered into on 200 [, by and between the CITY OF SANTA ANA, a charter city and mumcipa corporation of the State of California ( "City "), and the LITTLE SAIGON BUSINESS DISTRICT COMMITTEE ( "Licensee "). ACKNOWLEDGEMENTS a. Licensee certifies that it is a group of business persons that share a mutual interest in promoting cultural diversity throughout Orange County and the City of Santa Ana. b. The City owns or has an easement certain real property which consists of the public right -of -way being the gutters, curbs and sidewalks of First Street (the "License Area'). The parties agree and acknowledge that the License Area includes all real property belonging to the City as described in greater detail in Exhibit A hereto. C. Licensee desires to have the right to maintain and repair the sign, which it shall construct front and rear as depicted in Exhibit A -1, so long as the City shall retain it therein. GRANT OF LICENSE a. City grants to Licensee a personal, non - exclusive, revocable personal right and license ( "License ") to Licensee to enter upon the License Area as hereinabove described and shown in general in Exhibit A, attached hereto and incorporated herein by reference, for the purpose of repairing, maintaining and ensuring the continued operation of the sign located in the License Area. Nothing contained herein is intended, nor shall it be interpreted as, a commitment or pledge by the City to retain the sign currently located in the License Area. b. Licensee may not encroach upon the License Area .fox any other purpose or business than those specified in paragraph 2.a., above, other than pedestrian purposes already available to members of the general public, without obtaining the prior written consent of the City's Executive Director of the Public Works Agency. C. City will not be held responsible for loss of, or damage to, any improvements made by Licensee in the License Area. d. This License in no way abrogates the right of City to enforce its abatement of public nuisance provisions. C. This License is made subject and subordinate to the prior and continuing right of City to use the public right -of-way, including without limitation, (i) the right to remove said sign for any reason; and (ii) the right to undertake its own maintenance and graffiti removal in the exercise of its sole and exclusive judgment. No action of the City shall relieve Licensee of its duties under this License. Paelof5 Exhibit 2 65A -5 3. DUTIES OF LICENSEE a. In exercising these rights, Licensee must use reasonable care and may not unreasonably increase the burden on the License Area. Licensee agrees that any use it makes of the License Area as specified herein shall be effected with all reasonable diligence and precaution to avoid damage to the land, property or personnel of the City. b. Licensee agrees to conform to any requirements set forth by the City during the course of this License. C. Licensee agrees to not install or make any improvements to the License Area without the written approval of the City. Licensee agrees to pay all the costs of the installation, operation, maintenance, repair and removal of any improvements in the License Area. d. Licensee will maintain the License Area in a neat, clean, sanitary and safe condition, to the satisfaction of City. e. Licensee shall not record, hypothecate, assign or attempt to record, hypothecate or assign this personal License. Any attempt by Licensee to record, hypothecate or assign this License shall automatically terminate this License Agreement and render this License void and invalid for all purpose. 4. REVOCATION City may revoke this License, at will, upon thirty days notice in writing to the License. 5. NOTICES Any notice to be given by either party shall be deemed to be properly served if deposited with the United States Postal Service, or other acceptable mailing service, postage prepaid, to the addresses below: TO CITY: Clerk Of The Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, California 92702 Page 2 of 5 65A -6 With courtesy copies to: and, Executive Director of the Public Works Agency City of Santa Ana 20 Civic Center Plaza (M -21) P.O. Box 1988 Santa Ana, California 92702 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 TO LICENSEE: Du Mien, President Little Saigon Business District Committee P.O. Box 2317 Westminster, California 92684 6. TERMINATION OF OCCUPANCY a. Licensee accepts the License Area in an "as is" condition and upon termination or revocation of this License, Licensee shall, at its own cost and expense, remove any improvements installed by Licensee and surrender possession of the License Area to the City in good order and repair and as nearly practicable to the state and condition in which it existed prior to the grant of this License, to the satisfaction of City. b. In the event Licensee fails, neglects or refuses to remove said improvements and restore the Easement Area, such removal and restorations may be performed by City, at the expense of Licensee, which expense Licensee agrees to pay to City upon demand. Page 3 of 5 65A -7 RESERVED 8. INDEMNITY Licensee shall indemnify, defend and save harmless City, its officers, agents, employees and volunteers from and against any and all loss or damage, expenses, injuries, death to any person or damage to property, including property and employees, volunteers, officers or agents of City or Licensee, and shall indemnify, defend and save harmless City, its officers, agents, employees and volunteers from all claims, demands, suits, actions or proceedings of any kind, and all costs and expenses, including but not limited to reasonable attorneys' fees, settlements or judgment, arising out of the construction, reconstruction, maintenance, presence, operation, use, removal or state of repair, of the License Area. 9. GOVERNING LAW This License shall be governed by and construed in accordance with the laws of the State of California. 10. ENTIRE AGREEMENT This License supersedes any and all other agreements either oral or in writing between the parties hereto with respect to the terms set forth in this License and contains all the covenants and agreements between the parties with respect thereto. Each party to this License acknowledges that no representation, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, with respect to such services, which are not embodied herein, and that no amendment hereto shall be effective unless set forth in writing, approved by the City and Licensee. Page 4 of S 65A -8 11. BINDING EFFECT The covenants contained herein shall be construed to run with the land, and as such, this License shall inure to the benefit of and be binding upon the successors, representatives and assigns of the parties hereto; provided however, no assignment hereof by Licensee shall be binding upon City without the prior written consent of City in each instance, and at the option of City, this License shall be forfeited by any such voluntary assignment or by any assignment thereof by operation of law. 12. INDEPENDENT CONTRACTOR It is understood and agreed that Licensee, in the performance of this License, will be acting in a wholly independent capacity and not as agents, employees, partners, or joint ventures of the City. This License does not create a tenancy of any nature whatsoever between the City and Licensee. The parties have executed this personal, non - exclusive, revocable License Agreement as of the date and year first written above. ATTEST: CITY OF SANTA ANA Patricia E. Healy David . Ream Clerk of the Council City Manager APPROVED AS TO FORM: Joseph W. Fletcher City Atto ey /7 x lL� City Attorney LICENSEE 1 tt /O JrPvt Du Mien, President Little Saigon Business District Page 5 of 5 65A -9 fff s 4i� I r rot ._.. _ a If S Y 01 Sign 1 f II 4I `. Location !r :saR awns 0 � � r j ( : t, sf""... ,% i. •F aR J r �� EXHIBIT A -1 LICENSE AREA LITTLE S BUSINESS DISTRICT CITY OF S 65A -12 0 Mail] • CITY COUNCIL MEETING DATE: APRiL 21, 2015 TiTLE: PUBLIC HEARING — DEVELOPMENT AGREEMENT NO, 2015 -01, SITE PLAN REVIEW NO, 2015 -02 AND ADDENDUM TO MITIGATED NEGATIVE DECLARATION NO. 2011-46 FOR THE LEGADO AT THE MET RESIDENTIAL PROJECT AT 200 EAST FIRST AMERICAN WAY, LIEGADO COMPANIES — APPLiCANT {STRATEGIC PLAN NOS. 3, 5; 5, 3; 5, 41 � ` l ��— ii RECOMMENDED ACTION CLERIC OF COUNCIL USE ONLY: r. 0* o ❑ As Recommended ❑ As Amended ❑ Ordlnanoe on 1st Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO Q S FiLE NUMBER 1. Adept an ordinance approving Development Agreement No, 2015 -01. 2, Adopt a resolution approving Site Plan Review No. 2015 -02 as conditioned. Approve and adopt an addendum to the Mitigated Negative Declaration and Mitigation Monitoring Program, Environmental Review No. 2011 -45. PLANNING COMMISSION ACTION At its regular muting on March 23, 2015, by a vote of 6:0 (Bacerra absent), the Planning Commission held a public hearing and recommended that the City Council direct the City Manager to authorize the assignment and amendment of Development Agreement No. 2012 -01 (DA No. 2015 -01) to Legado at The Met, LLC with such non - substantive changes as may be approved by the City Manager and City Attorney; adopt a resolution approving Site Plan Review No, 2015 -02 as conditioned; and approve and adopt an addendum to the Mitigated Negative Declaration and Mitigation Monitoring Program, Environmental Review No. 2011 -40. The Planning Commission made no changes to the terms of the agreement as outlined in the attached staff report (Exhibit A). Legado Companies is requesting approval to amend an existing development agreement and site plan review to allow the construction of a 204 -unit multi - family apartment community consisting of six five -story buildings over a podium parking garage on a 3,1 -acre site at 200 East First American Way. Further, pursuant to the California Environmental Quality Act (CEQA), an addendum was 75A -1 Public Hearing — Legado at the Met DA No. 2015 -01, SPR Na, 2015 -02 & Mitigated Negative Declaration Addendum April 21, 2015 Page 2 prepared to address any potential environmental impacts as a result of minor changes to the previously approved Mitigated Negative Declaration (IS /MND) adopted in 2012. The scope of design modifications would not result in any new impacts that are not already covered in the IS /MNIO. Full sized site plans are available for public viewing in the Clerk of the Council Office, §I88I9Ql9 ELAN A61GNMENI Approval of this Item supports the City's efforts to meet Goal No, 3 Economic Development, Objective No. 5 (leverage private investment that results in tax base expansion and Job creation citywide) of the Santa Ana Strategic Plan. Moreover, approval of this item supports Goal No, 5 Community Health, Livability, Engagement &r Sustainability, Objectives No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods) and No, 4 (support neighborhood vitality and livability), FISCAL IMPACT There is no fiscal impact associated with this action. -- Vino. Fregcs , AICP ector Interim Execute e- Dir Planning & Building Agency VF: kg VMreparWDA%01 ZPR16Q hegadoAkTheMotaa Exhibits; A. Planning Commission Staff Report 75A -2 REQUEST FUR Planning Commission Action PLANNING COMMISSION MEETING DATE: MARCH 23, 2015 TITLE: PUBLIC HEARING — FILED BY LEGADO COMPANIES TO AMEND AND ASSIGN DEVELOPMENT AGREEMENT NO. 2012-01 (DA NO. 2015-01), SITE PLAN REVIEW NO. 2015.02 AND ADDENDUM TO MITIGATED NEGATIVE DECLARATION NO. 2011 -46 FOR THE LEGADO AT THE MET RESIDENTIAL PROJECT AT 200 EAST FIRST AMERICAN WAY (STRATEGIC PLAN NOS. 3, 5; 5, 3; 5, 4) Prepared by Verny Carvajal Interim Exec ive ' ector Recommend that the City Council: PLANNING COMMISSION SECRETARY APPROVED 0 As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED 0 Applicant's Request ❑ Staff Recommendation CONTINUED TO Acting Planning Hager Direct the City Manager to authorize the assignment and amendment of Development Agreement No. 2012 -01 (DA No. 2015 -01) to Legado at The Met, LLC, development entity for Legado Companies, with such non - substantive changes as may be approved by the City Manager and City Attorney. 2. Adopt a resolution approving Site Plan Review No. 2015 -02 as conditioned. 3. Approve and adopt an addendum to the Mitigated Negative Declaration and Mitigation Monitoring Program, Environmental Review No. 2011 -46. Request of the Applicant Legado Companies is requesting approval of an amendment to an existing development agreement and site plan review to allow the construction of a 284 -unit multi - family residential project at 200 East First American Way. Specifically, the applicant is requesting approval of a change in ownership for the development project previously known as The Met and site plan review approval to reconfigure the previously approved development plan. Project Location and Site Description The project site lies within the boundaries of Specific Development No. 43 (SD -43), also known as the MacArthur Place District Center, a master planned, 62 -acre mixed -use project located on the north side of MacArthur Boulevard between Main Street and the Newport -Costa Mesa (SR -55) Freeway. EXHIBIT A 75A -3 Development Agreement No. 2015 -01 Site Plan Review No. 2015 -02 March 23, 2015 Page 2 The site is a vacant, 3.1 -acre rectangular shaped parcel situated at the northeast comer of MacArthur Boulevard and MacArthur Place. Most of the properties in the MacArthur Place District Center have been fully developed with a mix of office, retail, residential and hotel uses. The MacArthur Place District Center contains the headquarters of First American Title, a DoubleTree Hotel, Class A office towers, the Pinnacle Apartments and Vantage Townhomes, and a small commercial development along MacArthur Crescent. Surrounding land uses include office buildings to the north, The Skyline by Essex residential towers, Hutton Center retail and office development to the south, a parking structure to the east for First American Title Company, and the Pinnacle Apartments, a mixed use retail /residential project to the west (Exhibits 1 and 2). Figure 1: MacArthur Place District Center (SD -43) Proiect Description The proposed project is a 284 -unit multi- family development consisting of six five -story buildings over a podium parking garage on the entire 3.1 -acre site. The applicant proposes to operate the entire project as an apartment community with all units available for rent. The proposed development will include 630 parking stalls and provide a total of 72,830 square feet of recreation and open space areas. Primary access to the proposed project's parking garage will be shared with the existing parking structure to the east. The project's access and egress from the shared driveway will be controlled by a right -in, right -out movement from First American Way. Due to the complex nature of the project, a detailed description of each project component is summarized in the following subsections (Exhibits 3 through 11). 75A -4 Development Agreement No. 2015 -01 Site Plan Review No. 2015 -02 March 23, 2015 Page 3 Unit Mix — The project is proposed to consist of a combination of studio, one, two and three - bedroom units. The units will range In size from 580 square feet for the smallest studio unit to 1,400 square feet for a three - bedroom unit. The Met's proposed unit mix is comprised of approximately 50 percent studio and one - bedroom units, and 50 percent two and three - bedroom units with an average unit size of 879 square foot per unit (Exhibits 12 and 13). Table 1 provides a breakdown of the unit mix within the project. Table I. Unit Summary The Met Unit Summary Unit Type Units Proposed Percent of total Square Footage Studio 14 5% 580 One - Bedroom 129 45% 688 -754 2 bedroom 136 48% 850 -1;266 3 bedroom 5 2% 1,400 Total 284 100% 580 -1,400 Parking — Parking for the project is proposed to be provided within a parking structure, which will consist of one level above grade and two levels below with some variation in the amount of structure exposed above grade clue to differences in site elevation. The overall parking ratio was calculated at 2.22 spaces per unit for a total of 630 spaces. The applicant proposes to provide this parking in a combination of standard single -car stalls and tandem stalls. A total of 41 percent of parking provided will comprise of assigned tandem parking stalls. The Met Proposed Parking Summary A artment unit parking_ 2.0 spaces/unit 568 spaces Guest parking 0.2 spaces/unit 57 spaces Total Parking Required 2.2 s aces /unit 625 Additional Guest parking _ 5 spaces Total Parking Provided 2.22 spaces/unit 630 spaces Proposed Parking Stall Type Standard single -car parking _ 370 spaces (59% Tandem _parking_ 260 spaces 41 %) 75A -5 Development Agreement No. 2015 -01 Site Plan Review No. 2015 -02 March 23, 2015 Page 4 Architecture — The architectural character of the building is contemporary and utilizes a "perimeter block" typology where buildings generally face interior courtyard areas. The buildings will feature multiple colors, stucco, cement board, aluminum storefront systems, metal railings, varied skyline massing components and different parapet heights on all facades, with specific emphasis on street - facing elevations. In addition, residential units will be grouped along building facades between stairwells that establish smaller building clusters as part of the overall building design (Exhibits 14 and 15). Amenities — The project will contain both exterior and interior amenities. Exterior amenities include a water wall feature at the intersection of Macarthur Place and Macarthur Boulevard, and additional water elements at First American Way and Macarthur Place. The podium level will contain additional amenities including a passive courtyard that complements an active pool court, two rooftop garden decks, a community room and fitness center. Interior amenities within the common areas Will include granite counter tops, hardwood flooring and gas fireplaces. Residential units will feature granite (or equivalent) countertops, hardwood flooring, tiled bathroom and shower stalls, stain grade cabinetry, appliances and washer -dryer units (Exhibits 16 through 19). Open Space — The project will contain 72,830 square feet of open space, including 22,402 square feet of private open space in the form of a private balcony or deck area space with an average of 256 square feet of open space per unit. An additional 50,428 square feet of common open space will be distributed within the overlook terrace at Level No. 1, raised podium pool deck on Level 2, and two roof decks on Level 5. Moreover, each unit will contain private open space in the form of a deck or patio, Landscaping— The project proposes to provide a 30 -foot setback along MacArthur Boulevard featuring a combination of landscape berms and decorative hardscape areas and 15 feet along MacArthur Place and First American Way. The project interior also includes landscaping within the courtyard areas. The 0.8 -acre portion of the development located at the northeast corner of the site will be incorporated into the project development and will feature additional landscaping along the project's shared point of access (Exhibit 20), Protect Background The proposed development site is part of the larger MacArthur Place District Center master plan, a mixed use development plan that was approved by the City Council via a Specific Development (SD- 43) on January 4, 1988, In 2005, the Geneva Commons Development was approved on the subject site to allow an eight -story and 18 -story tower with 278 residential condominium units. Although the project was entitled, permits were never obtained for its construction due to changes in market conditions. 75A -6 Development Agreement No. 2015 -01 Site Plan Review No. 2015 -02 March 23, 2015 Page 5 In January and February 2012, the Planning Commission held public hearings on a proposed 284 - unit multi - family residential condominium project proposed by Vineyard Development. At these meetings, the Planning Commission expressed concerns with the unit mix, percentage of tandem parking spaces, parking management, future plans for the vacant parcel and the level of amenities for the proposed project. At the conclusion of the February meeting, the Commission voted 3:3 on the proposed project. Pursuant the Planning Commission's bylaws, the applicant requested that the project be denied by the Commission and be forwarded to the City Council for their decision. Prior to the City Council meeting for the project, the applicant requested a continuance to address concerns raised by the Planning Commission. Asa result, the applicant agreed to amend the project to reduce the total unit count from 284 to 278 units, increase the number of two and three- bedroom units, increase the average unit size from 855 to 915 square feet, reduce the amount of tandem parking spaces from 344 to 257, and increase the total open space from 58,150 square feet to 70,976 square feet (255 square feet per unit). On March 19, 2012, the City Council approved a modified project with the following attributes: 278 residential units in five -story buildings • 51 % one - bedroom units • 49 % two and three - bedroom units • Average unit size of 915 square feet • A minimum of 255 square feet of open space per unit 42% tandem parking • Contemporary architectural style with exterior finishes to include stucco, fiber cement panels, wood laminate panels, ceramic tile, metal awnings and rails, and aluminum windows 2.22 parking spaces per unit * 10 -year term for Development Agreement • Park In -Lieu fee • Public Art requirement • Inclusionary Housing fee Subdivision for condominium purposes • An area equal to 0.8 acres of land, instead of 0.6 acres, for future development of a residential tower. In 2014, the property was acquired by the Legado Companies, which is proposing to construct the 284 -unit apartment development on the full 3.1 -acre project site that is the subject of this application. 75A -7 Development Agreement No. 2015 -01 Site Plan Review No. 2015 -02 March 23, 2015 Page 6 The General Plan land use designation for the site is District Center (DC), which allows for major development projects such as the proposed multi - family residential development. District Centers are designed to serve as anchors to the City's commercial corridors and to accommodate major development activity. The project site is consistent with this General Plan land use designation. The zoning for the site is MacArthur Place District CenterlSpecific Development No. 43 (SD -43). This zone allows for a mix of uses including residential, office, restaurant, retail, and hospitality land uses. Previous amendments to SD -43 have resulted in an increase in the total number of units permitted within the zone and allowance for tandem parking while also reducing the amount of open space required per unit and the overall parking ratio for the project. The proposed project is consistent with this designation as well as the design and development standards for the site. Project Analysis Development Agreement Amend ment/Assignment Following the City Council's approval of the project in 2012, the City authorized the assignment and amendment of Development Agreement No. 2012 -01 for The Met development project to First Rock Santa Ana, LLC, the development entity for Genesis Real Estate Group, subject to the finalization of the sale of the subject property to First Rock. No other changes to the original development agreement were made. Although the assignment and amendment was completed, First Rock never submitted a development proposal and the property was subsequently acquired by Legado Companies. Legado now proposes to establish a new development agreement which would serve to replace the 2012 agreement. Development Agreement No. 2015 -01 will recognize Legado Companies as the primary developer and owner of the property and include revisions related to the project description, the removal of the provision requiring a subdivision map and Covenants, Conditions and Restrictions (CC &R's), and compliance with the City's Housing Opportunity Ordinance (HOO). All other elements of the development agreement will remain (Exhibit 21). The development agreement is a legal contract between the developer and the City that defines the terms and nature of development proposed for the project site. This agreement establishes development intensity, permitted uses and standards for the term of the agreement. In exchange for the City vesting the proposed project, the development agreement requires certain improvements and public benefits. The primary components of the agreement include: 1. Ten Year Term: The right to build out the project as entitled for a period of ten (10) years, with one two -year extension. 75A -8 Development Agreement No. 2015 -01 Site Plan Review No. 2015 -02 March 23, 2015 Page 7 2. Public Art: Committing one -half of one percent (0.5 %) of the value of the project, as determined by standard building permit valuation, for the installation on the site, at a prime location visible to the public, of permanent work(s) of public art. The work(s) of public art shall be in place no later than the first certificate of occupancy for the project and shall be maintained in perpetuity by the property owner(s). In the event the project is not constructed, the developer shall donate an amount equal to the one -half of one percent (0.5 %) public art commitment to the City for acquisition and installation of public art at a City designated location no later than the end of the term of the agreement. 1 Park In -Lieu Fee: Paying the City a fee of $35.50 per square foot for parkland dedication in lieu of the dedication of parkland as required in the City's Subdivision Ordinance (Section 34 -204 et seq. of the Santa Ana Municipal Code). Additionally, the fee may be increased yearly by the average rate of increase in land costs in the City of Santa Ana, as that increase is established by an independent trade publication or source specified in the Agreement. The fee shall be paid prior to issuance of a building permit. Based on the development proposed, this is expected to amount to a fee of approximately $2.1 million. 4. Inclusionant Housing Fee: The proposed project is subject to the requirements of the Housing Opportunity Ordinance (HOO), which contains incluslonary unit requirements for projects that consist of the construction of five or more dwelling units (SAMC Sections 41- 1900 et al.). Site Plan Review Section 41- 593.5(c) of the Santa Ana Municipal Code requires review by the Planning Commission of all plans within a specific development plan area to ensure the project is in conformity with the plan's development standards. As previously discussed, the proposed project lies within the MacArthur Place District Center /Specific Development (SD -43). In 2012, various amendments to Specific Development No. 43 (ZOA No. 2012 -01) resulted in changes to the maximum number of permitted units, reduction in the parking requirements for multi - family dwellings from 2.26 to 2.22 spaces per unit, and .allowance for tandem parking. These changes to the SD -43 zoning district resulted from the previous development project filed by Vineyards Development Corporation. Legado Companies proposes to proceed with a project of similar scale and overall appearance as originally contemplated by Vineyards Development with a few exceptions. Most notably, previous approvals resulted in an unimproved 0.8 -acre remnant property at the northeast corner of the property bed set aside for future high -rise development. In addition, the applicant is requesting changes to the overall site plan layout, proposed number of dwelling units and removal of the provision requiring a subdivision map. 75A -9 Development Agreement No. 2015 -01 Site Plan Review No. 2015 -02 March 23, 2015 Page 8 The project remains a multi - family development which is now proposed over the entire 3.1 -acre site. In order to adequately evaluate the proposed project, a comparison of the proposed project with the previously approved project in 2012 has been prepared. Conditions of approval related to specific project features such as architecture, landscaping, amenities, public improvements and building materials have been retained to ensure that the project remains consistent with the level of quality contemplated and approved by the City Council. The proposed project by Legado Companies will maintain consistency with past entitlements and will develop the project site in a single phase. In addition, the applicant has evaluated the economic feasibility of a mid to high rise tower on the site originally intended for future development. The applicant's studies concluded that, based on present market conditions, this type of building is not feasible. Table 3 below provides a comparison of the project's elements with the previously approved project. Table 3-- Project Comparison Table Project Comparison Table Developer Vineyard Development (2012) Legado at the Met (2015) Development Area 2.3 acres (.8 acres vacant) 3.1 acres Number of Buildings 3 6 Stories /Height 55 feet, 5 stories a® 55 feet, 5 stories Average Unit Size 1915 879 1- Bedroom /Studio Units 142(51%) 143 (50 %) 2 /3- Bedroom Units 136(49%) 141 (50 %) Total Units 278 284 Parking Required 2.22 /unit 2.22 /unit Tandem Parking 257(42%) 260(41%) Total Parkin 625 spaces 630 spaces Total Open Space 70,976 72,830 Open Space per Unit 255 square feet 256 square feet 75A -10 Development Agreement No. 2015 -01 Site Plan Review No, 2015 -02 March 23, 2015 Page 9 Based on the analysis, and as conditioned, the Legado at The Met will remain consistent with Specific Development No. 43 and complies with the established number of units and all applicable development standards as amended in 2012. Although the current proposal involves the development of a previously vacant 0.8 -acre portion of the site originally slated for future development, the project's density, height, and overall quality remains in keeping with previous entitlements. Legado at The Met will serve to strengthen MacArthur Place as a major development area by incorporating the same level of quality architectural and urban design, materials and rich array of amenities when compared to the previous project originally entitled in 2012. The project also improves existing pedestrian connections and urban design within MacArthur Place; the facade along MacArthur is a significant improvement over the three -level parking garage proposed as part of the Geneva Commons project, and the generously - scaled public plaza as part of the Met's main corner on MacArthur will help form pedestrian connections to link the north and south sides of MacArthur Place. Public Notification and Outreach The project site is located adjacent to the boundaries of the Sandpolnte Neighborhood Association. The president of the Neighborhood Association was notified by phone and mail 10 days prior to this public hearing. Further, the site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site, as well as entities listed on the Permanent Notification List. At the time of this printing, no correspondence, either written or electronic, had been received from the neighborhood presidents or any members of the public. Airport Land Use Commission Review In accordance with State law, the zoning ordinance amendment and the project's close proximity to John Wayne Airport requires the project to be submitted to the Airport Land Use Commission (ALUC) for a determination of consistency with the Airport Environs Land Use Plan (AELUP) for John Wayne Airport. In order to ensure compliance with this mandate, the City was provided with electronic correspondence dated November 11, 2014 which stated that the project was found to remain consistent by the ALUC as a result of previous entitlements. CEQA Analysis A Mitigated Negative Declaration (MND) was prepared for The Met development and was adopted in March 2012, which analyzed a 284 -unit multi - family apartment complex on the 3.1 acre site. A 0.8- acre portion of the site located on the northeast corner was identified to remain undeveloped and vacant. As part of the revised project the inclusion of the 0.8 -acre area warranted a review of the 75A -11 Development Agreement No. 2015 -01 Site Plan Review No. 2015 -02 March 23, 2015 Page 10 previous environmental documentation prepared for the project site. Based on the Environmental Checklist and supporting environmental analysis, the changes to the project would not result in any new significant impacts that were not previously addressed in The Met IS /MND. The scope of design modifications would not result in any new impacts that are not already covered in the IS /MND. Staff recommends the approval and adoption of the addendum to the Mitigated Negative Declaration and Mitigation Monitoring Program, Environmental Review No. 2011 -46 (Exhibit 22). Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 3 Economic Development, Objective No. 5 (leverage private investment that results in tax base expansion and job creation citywide) of the Santa Ana Strategic Plan. Moreover, approval of this item supports Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objectives No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods) and No. 4 (support neighborhood vitality and livability). Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission recommend that the City Council approve the amendment to Development Agreement No. 2012- 01 (DA No. 2015 -01) and Site Plan Review No. 2015 -02 as conditioned. Vern Carvajal Acting Planning Manager VC.jm v6eports=15- 0 1.SPR1"2 LegadeAtTheMetpc Attachments: Exhibit 1 — General Vicinity Map Exhibit 2 — Land Use Map Exhibit 3 — Site Plan Exhibits 4 -11 — Building Plans Exhibits 12 -13 — Unit Plans Exhibits 14 -15 — Elevations Exhibits 16 -19 — Podium /Plaza Plans Exhibit 20 — Landscape Plan Exhibit 21 — Development Agreement Exhibit 22 — Mitigated Negative Declaration Addendum 75A -12 1 {W Mt iii All Ml -F— M Ml - -132111 l 50&3 r SD -12 �. C2 M1 MIT !' rs: nr I f. DYER AD. _ II _II 11 �$ ' 11 Ml C II L_, ^il -il NCR Mi M7 MI M2 P � I I g CR Mt M1 g S ttti g, �aR;. uaaucrc,.. s p `D-43 u € SD -43 JR1 R7 . R7 R7 5D h At cs SD 43 PROJECf5t1E — — — — MAC AR NUR BL vl AD SD- 76 — -�. �'✓ 5D -7G\ .. 1 Rtl. —. I Ri, D SD -76 nl.nnu � SD -76 � C nl Rl .0.1 qRl ylq C i f y of T u s t i n n a xt � R1 u nt R R7 M1 Es- � GUNFLOWER AV. cz AT GENERAL AGRICULTURALt OR COMMERCIAI. RESIDENTIAL Rt SINGLE FAMILY RESIDENTIAL •B PARKING MODIFICATION GC GOVERNMENT CATER RY TWO FAMILY RESIDENCE C•SM COMMERCIAL SOUTH MAIN MI LIG NDUSTRIAL AS MULTIPLE DENSIP /MULTIPLE CI COMMUNITYCOMMERCIAL M3 HEAVYINDUSTIUAL FAMILYRERDENCE CWO COMM. COMMERCIAVMUSfUM DOT T O MO MdLNARYOPERATItMIS AT SUBURBAN APARTMENTS CS GENERAL COMMERCIAL 0 OPEN SPACE RE RESIDENTIALESTATE C3 CENTRAL BUSINESS P PROFESSIONAL SD SPEOFICDEVELOPMENT C3-A CIiN'fRAI. BUSINESS-ARTISTVILLAGE PCD PLANNED COMMUNRY DEVELOPMENT SP SPECIPICPLAN Ch PLANNEDSHOPPINGCENTER PAD PLANNED RESIDENTIAL DEVELOPMENT CS ARTERIALCOMA IAL DA 2015 -01 /SPR 2015 -02 LEGADO ATTHE MET __ G =SOOFEET 1'= 1000FEET 200 EAST FIRST AMERICAN WAY P L A N N I N G A N D B U I L D 1 N G A G_ E N_ C Y EXHIBIT 1 75A -13 I N D U S T R I A L O MOU.LIAI O A INDUSTBIAL ¢ INDUSTRIAL d I N DU 5 Tn I AL COLUMBINE AV. OPfICE z R E 5 1 0 E N T I A L Lj 9FFICE DDRUStlLE PRlOJJECf Ii01'EL SITE MAC ARTHUR BLVD. NOiEI ri� CtiMMERCAL NI RESIDENTIAL OFFICE C 4 W 6 `L 0 INDUSTRIAL PARKING 2LEVEL PARKING STgpCflig1" // l� 1 N D U 5 T N 1 A L ISI INDUSTRIAL AMERICAN / N4 yhA � 5ia DA 2015 -01 /SPR 2015 -02 LEGADO ATTHE META 200 EAST FIRST AMERICAN WAY P L A N N I N G A N 0 B U I L D I N G A G E N C P EXHIBIT 2 75A -14 i r, I i I- { " qW G Q U . . LL F 9. 2 a y I I i 1 I 1 s �3 vx R A 0 yym�ya `VI �N Eli 5 n': EXHIBIT S 75A -15 E ( a EXHIBIT 75A.16 �} / %} \y }, fl \\ 22\ \,m 7�6 \ G= L k Q c� w a �8 LL a I 2 e nv (j V 4 (emu •� Y h Z m, I I ?�da OgUr S i i /(Jwf/LA �' G!SG� 4CPIGiS'.vh M �- 3.✓b°Y� r � I rem, I]II �r I N7 EXHIBITT 5 0 75A -17 FM1F 1 N. T —' 1 S t �8 2 b J g s ,u J e B h� I E Q♦ of o f,i G� Y �'�1r1 � 1 � � 1 (l ►� � � � 1 l � 1 1�1 �I I I I � N7 EXHIBITT 5 0 75A -17 FM1F 1 N. T —' 1 S t �8 2 b J g s ,u J e B h� I E Q♦ of o f,i G� 91 EXHIBIT 6 75A-1 8 2 , I I z 21 O�i- yW Rw 5' EXHIBIT 7 nn Ire 75A -19 0a, ADM 07 4 75A-20 t Iml.' I 75A-21 _/\ oi U EXHIBIT 10 75A-22 11 W ti 97 81 0a pi \ � N! EXHIBIT 11 75A-23 L z /V N �Lal OM 0, ---------- ---- 11--4-44 --- 4-- my IF \/ \ \ \ � � � |' � \ \ 14i IS, 13 7m, \ � N! EXHIBIT 11 75A-23 L z /V N �Lal OM 0, 75A-24 Yj z m � j LU I| \\ \\ 75A-25 z ul ZH oz LLI �l \ j / ( ( § 75AVOITk ( § ! ( X *& x 2 ! «., r + 9± yƒ /}\ 9 \` yy /«� � R Y 3 a W a U zz 2 EXHIBIT 16 ■ LL a c 0 I l„ d d °z g a��$cc«YYYY u � m ANN O JN �d U Q !L W U Q 2 d W QJO 4 D gU 2 a ui 'L O ¢ Tom ro R rc 4u L Ing! Hp L �L- lid / 1 70 --- EXHIBIT 98 §�\ ) \\ / EXHIBIT # 75A-31 F R! \ � ! � . � \ \ �{ � Q z}} d a W R H fll a 1 �1 aovid ani- L,I.UvOVA EXHIBIT 20 75A -32 Q 4" aE23 91.1{ i, JAN i M> Pill, AMENDED DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND VDG LEGADO AT THE MET, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY This AMENDED DEVELOPMENT AGREEMENT ( "Agreement ") is entered into between THE CITY OF SANTA ANA; a charter city and municipal corporation duly authorized under the Constitution and laws of the State of California (referred to herein as "City ") on the one hand, and VW LEGADO AT THE MET, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY (referred to herein as "Owner" or "property Owner") on the other hand. I. RECITALS. The Amended Agreement is entered into with reference to the following facts: I.1 Purpose. (1) The purpose of this Agreement is to facilitate the development of a small portion of the real property which was the subject of a Development Agreement entered into on January 4, 1988 and recorded as Document 88- 260709 in the Office of the Recorder of the Cormtyof Orange (the "Original Agreement"). The Original Agreement was subsequently amended on or about June 4, 2001, by Document No. 20010429519 the Office of the Recorder of the County of Orange. The real property which was the subject of the Original Agreement is zoned by the City as Specific Zoning District No. 43 ( "SD -43 "). On April 4, 2005, the City entered into a Development Agreement (the "2005 Agreement ") with Coastal Rim Properties, Inc. and Geneva Commons, LLC (collectively referred to herein as "Coastal Rim "). Ordinance No. NS- 2831. On September 3, 2013. the City tentatively approved a Second Rock, However, the Droperty was never sold to First Rock, but rather was purchased by Owner. (2) A portion of the real property covered by the Original Agreement was subsequently acquired by Coastal Rim, who applied to the City to amend SD -43 and approve a new tentative map, and other entitlements. (3) The City and Owner agree that the changes Owner seeks in the 2V0& 2012 Agreement substantiate the need to amend the Original Agreement with the instant Agreement, rendering the Original Agreement, and -the 2005 Agreement, the 2012 Agreement and any amendments thereto, null and void as applied to Owner's Property (as the word "Property" is defined in Section 2.3 herein). (4) As more particularly set forth in Section 2.4 of this Agreement, Owner has proposed developing the northeast confer of MacArthur Boulevard and lraperial Pfoxaenade MacArthur Place with a 5 -story; multi- family apartment community consisting of 24 284 residential units, with 2 levels of subterranean parking, and 'a level of podium deck parking in 2 6 separate buildings (the "Project", as fw ther defined in Section 2.4 herein). EXHIBIT 21 75A1 -33 L2 Code Authorization. City is authorized pursuant to Government Code Sections 65864 through 65869.5 to enter into Development Agreements with persons having legal or equitable interests in real property for the purpose of establishing certainty for both City and Owner in the development process. City enters into the Agreement pursuant to the provisions of the Government Code and applicable City policies, The parties acknowledge: (1) This Agreement is intended to assure adequate public facilities at the time of development. (Z) This Agreement is intended to assure development in accordance with City's General Plan, applicable Specific Plans and Specific Development District No. 43. (3) This Agreement will permit achievement of goals and objectives as reflected in Government Code Sections 65864 through 65869.5, the City's General Plan, all applicable Specific Plans and Specific Development District No. 43. (4) Owner is required by existing City regulations to provide mitigation for certain impacts and pay certain regulatory fees as conditions of approvals through the regulatory process. (5) This Agreement will allow City to realize extraordinary and significant public infrastructure facilities and other supplemental benefits in addition to those available through the existing regulatory process. (6) Many of the extraordinary and significant benefits identified as consideration to City for entering into this Agreement are of regional significance, relate to existing deficiencies in public facilities, require Owner to contribute a greater percentage of benefits than would otherwise be required, and represent benefits which would not otherwise be required as part of the development process. 1.3 Owner. Owner represents and warrants that it bras a legal or equitable interest in the real property' located in City of Santa Ana, California, legally described on Exhibit A attached hereto and incorporated herein, and graphically described on Exhibit B attached hereto and incorporated herein. The Property is currently vacant. 1.4 Interest of Owner. Owner hereby represents that it has an equitable and legal interest in the Property, Owner further hereby represents that it has approved this Agreement and is authorized to enter into this Agreement. 1.5 Planning Comntissamr - Coiiticll Ileacfngs, Lin Pdeveier�L?999 tlxe lrlattri3rng- CoMnrissiotro' �'rrg- Ue3suarissior " , r gtng tine prrsuan# to 3Elsieirrl3eai -ccic °- c' o' ctm" rsv{ �nzo- anfl- 61} eld.- a- ptkliliEl1G4417.tY- fSBtlr1<-1@r cc.icstul DcYrr""r's app}icatiosrfar lle?9(1 C A tgraernefllt. T-ji lantiin9 "s; _ o ende& -City Cetieeil- a€Cn}rr,,- �h;�- ik- e�;c -i-i1 �q� zb- �� °���- rhpril -4; X08-5; the- City -C��ho C t} �fSanta 'a e�iaer ° , ovvtdr rg r p c° aTregtiireel key taw, hold a F„rxkriie-laearing -to eorns i+f er- Ceastal- P�irm- '.riper' isat- ir}irffx� lie-= 2983- Agtt�etnt��}-ri elrthe- CoLrnsil- a}?1yr- ove�by 75 A?34 :,, ng® n. �n ,ie� rr c rytiQn n r , oy 7nn4 The Owner has submitted a new and modified site plan review package to the City amending the previously approved plan. On March 23.2015, the Planning Cormnission of the City, after duly giving notice pursuant to Goverrunent Code sections 65096 and 65091, held a public hearing to consider the Owner's application for this Agreement, 14haki =ne, the Plam4ig Cei mission- eenfi- mied4he On April-14,-4044, April 21; 2015, the Council, after providing notice as required by law, duly held a public hearing to consider the Owner's application for this Agreement. 1.6 Council Findings. The Council finds that this Agreement and its purposes are consistent with Government Code Sections 65864 through 65869.5, and with the objectives; policies, general land uses, and program specified in the General Plan, applicable Specific Plan(s) as well as all other applicable ordinances, plans, policies and regulations of the City. Among other things, this Agreement will reduce uncertainty in planning for and securing the orderly development of the Property, assure progressive installation of necessary improvements, provide public services appropriate to each stage of development of the Property, ensure attaimnent of the maximum effective utilization of resources within the City at the least cost to its citizens, expand the availability of high-quality, affordable housing stack to the City's citizens, contribute to the economic stability and revitalization of the community, enhance the City's property tax revenues, and otherwise achieve the goals and purposes for which Government Code Sections 65864 through 65869.5 were enacted. 1.7 City Ordinance, On AV --1.6; 204-2 April 2,1„ 2015; the Council adopted Ordinance No. NS- approving this Amended Agreement. The ordinance becomes effective thirty (30) days thereafter. 2. DEFINITIONS. hi the Agreement, unless the context otherwise' requires: 2,1 "Final Design" means the final design documents for work of public art, which is set forth in greater detail in Section 5.8 of this Agreement. 21 "Property Owner" or "Owner" means collectively V-DG Legado at the Met, LLC, a California Limited Liability Company, and its successors or assigns who or which may acquire Owner's equitable and legal interest in the Property, being the person, persons, or entity having legal or equitable interest in the Property. 2.3 "Property" is the real property described in Exhibit A and referred to in Exhibit B. 2.4 "Project" is the development of the Property as generally set forth in Section I.1(4) of this Agrecment, Environmental Review No. , Terrtetive Traet -Map Rio — CuntyMepl GonttitiortalJUseRer+xr "R:imse-e}e orritOrElinaraeAersdrnet7t PFo ;acn ^'� 43} and Site Plan Review No. 75A -35 2.5 "Public Art Plan" means the conceptual Plan attached hereto as Exhibit C. The parties recognize that the Plan does not set forth Certain elements of the Public Art to be installed in conjunction with this Project, including the location of the Public Art, and is therefore subject to refinement prior to the time of installation, by agreement of the Owner and the City's Executive Director of Planning and Building. 3. EXHIBITS. The following documents referred to in the Agreement are attached to this Agreement and are identified as follows; Exhibit Referred to Desi nation Description in Section A. Property Legal Description 1.3 B Property Graphical Description (Site Plan) 1.3 C Public Art Plan 2.5 D Cooperative Agreement for Off -Site haprovements 5.1.1 E Remaining Offsite Mitigation Measures 5.1.2 4. GENERAL PROVISIONS. 4.1 Property Subject to the Agreement. Until released pursuant to the provisions of Section 8.3 below, no property shall be released from this Agreement until Property Owner has fully performed its obligations arising out of the Agreement. 4.2 Duration of Agreement. The term of this Agreement shall be for ten, (10) years from the date that the Council adopts its ordinance approving this Agreement ( "Effective Date "); provided, however that the Owner may request one two -year extension from the Executive Director of the ;Planning and Building Agency, which request shall not be unreasonably denied. 4- 3-- P� *ehlbi#iurlrrs# i�ssigtxtueca€- or-- �- r» casfer- aarl- Irleutlfy-- o €9�aarer= Qwau ==-a2;ca:,wie es-en"graos4lint -tl.0 El*a4fi6ativrsa rc -ilky of-t'a�ie-ant- V- ineyaar -& Devel- .et -.+" and- D€,, -e pe FkYan 9gulr ielc (e x�r of ineyartis Be la} rn ni of pelt -tiuulat- inrprrrtaaioe- atifl- sari: eexi-- tu�ity- 8wtitir•�trr- Hier- aelaiowkedges- ariFl- agrees -tlta« �" relieel -an is relyitrg on d e6ifie qia dli€tczttsns �d id�itit�e�tlic aPplisan�(ti�tneytxfls Develeptr }and Develep�er tt Ogulnislc ( wtte ef- Vaeyards t ment-}in- entering i.t, hi n t.,. , is but n _4 a mcrnirszrb^re° vividca- ui�d- i-- 'xc�dvi�caccziin- ran` v 'i�rc'v��'Ht8- tl33�ACgrweFn<�k] ,�'cztzcmcnsvp3Cm'r.c c}uali�zsatist�s; ieient�a�td- re�intatis{is�t= tke- �ptilieant ,c- �a�irc- Is- Bcvelepn�it) -argil Develepe Pan 9goli�ieIF (o is e r a dsDw el p it} wti r reprs. nks ctrl Wat3artts ta- Git°�aat- 9��rter- has- nt�t- ii}taafle- anxl-- agitc+s -that �7�wierwiA- remit- erc�te -f7i= pea- n�i4- to- ts�acle -ar 75A436 e. s 1T,'RSG�L7"lTlR1 lAS LT. .. :... i...�n..M.,ME...7 ..141= TI.+..- r....r this ARxectnent. the rights of OWIler Under this Agreement may not' be. transferred or assiLqied unless the written consent of the Council is first obtained and auy transfer or assigment of the rights of the Owner hereunder shall not be subject to assitnunent by attachment, execution or from the Coancit.:5ucli transfer or assimnent shall not relieve Owner of any duty, oblittation or liability to City without the consent of the City. During the term of this Agreement, any approved assiggice or transferee of the rights under this A - eement shall observe and perform all of the ditties and obligations of Owner contained in this 75W -37 43.1 Permitted Assignments. The prohibition against transfer of ownership of the Property as defined in section 4.3 above shall not apply to, and the City hereby consents to, the following: a. T''hepartiesz' ri` n°- rivpw°- cc`y`= ve=mm601:3/'0yC'lt i3 to-a'r'rericL�ities, criny '- "c'v"- ivaiu- .- [v- in.^ -aic' «n ,. e . eiress as eon de .nlop.. enter eaac' °° - Balled - .eh�estaus I I agagej of- E) norghily -mi4 eleveler : � ^ clot "T+ Jeo. n" n ^�ioa -set-fart hereittabove- x�- s®ctien .avt ,• '^7.. + a. ,.F '.i Fi"rtai' raaicrS-% °G vr. +mi'w °O'r� -: `:I':• �s 4 3 dies me si�tgl� �r s�� plskteat�t gds Revel ,` ^ , n ^.ktiek, have, an may °,. �ffihi , d- eeritFE& �FilCiya Bkvnr�- c�a- =cr�ar�a�gs� , v� ur�-crxay -vre , rn"e "un Associations, including limited Dartnershibs, limited liability companies, or joint ventures with other entities for the Durnose ofperforrning Owner's obligations under this Agreement, provided. Owner retains sole operational and managerial conhol. b. Easements or temporary pen-nits to facilitate development of the Property. c: Deeds of trust or other financing documents executed for the purpose of securing loans to Owner made to finance the development of the Property, and transfers to any person or entity pursuant to a foreclosure or deed in lieu of foreclosure of Stich deed of trust or other, Similar, financing documents and any subsequent transfer by any such person or entity. 4.4 Amendment or Cancellation of Agreement. This Agreement may be amended foal time to time or cancelled by the mutual consent of the parties, but only in the same manner as its adoption by ordinance as set forth in Government Code Section 65868, The term "Agreement„ or "Development Agreement" as used herein shall include any amendment properly approved and executed. 4.5 Enforcement. Notwithstanding Government Code Section 65865.4, this Agreement is enforceable by any party to the Agreement in any nianner provided by law. The City shall not be liable for, any action in damages or any costs or attorney's fees resulting from any dispute, controversy, action or inaction, or any legal proceeding arising out of this Agreement. 4.6 Hold Harmless. Property Owner agrees to and shall hold City, its officers, agents, employees, consultants, special counsel, and representatives ( "City Parties ", 75A-"38 collectively) harmless fiom liability: (1) for darnages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise due to negligent acts, omissions or willful misconduct, from the direct or indirect operations of the Property Owner or their contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the Project; and (2) from any claim that damages, just compensation, restitution, judicial or equitable relief is due by reason. of the terms of or effects arising from, and to the extent of Property Owner's negligent acts, omissions or willful misconduct in the performance of this Agrecm.ent, This 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 due by reason of the terns of, or effects, arising from this Agreen -tent or any approval or certification by the City relating to the Project, regardless of whether or not the City prepared, supplied or approved this Agreement, plans or specifications, or both, for the Project. The Property Owner further agrees to indenmrify, hold harmless, and pay all costs for the defense of the City; including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement or any approval or certification by the City relating to the Project, or asserting that damages, just compensation, restitution, judicial or equitable relief is due to personal or property rights by reason of the terms of or effects arising from Property Owner's negligent acts, omissions or willful misconduct in the performance of this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 4.7 Binding Effect of Agreement. To the extent not otherwise provided in Section 4.3 of this Agreement, the burdens of the Agreement bind, and the benefits of the Agreement inure; to the parties' successors in interest, transferees and assigns. 4.8 Relationship of the Parties. The contractual relationship between City and owner arising out of the Agreement is one of independent contractor and not agency or partnership. This Agreement does not create any third party beneficiary rights. 4.9 Notices. Any notice, tender, demand, delivery, or other, communication pursuant to this Agreement shall be in writing and shall be deerned to be properly given if delivered in person or trailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: If to City, to: and, City Manager City of Santa Ana 20 Civic Center Plaza M -31. P.O. Box 1988 Santa Ant, California 92702 telefacsimile (714) 647 -6954 75A -39 City Attorney City of Santa Ana 20 Civic Center Plaza M -29 P.O. Box 1988 Santa Ana, California 92702 telefacsirnile (714) 647 -6515 If to Owner, to: �en 91 W-4 Owner Address Contact telefacsimile A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address or facshnile number. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends federal, state, County, or city holidays shall be excluded. 5. DEVELOPMENT OIL THE PROPERTY. 5.1 Existing Rules, Regulations and Policies. In accordance with the terns of Government Code section 65866, the City and the Owner agree that the rules, regulations and official ,policies governing the permitted use(s) of the Property, with respect to and only with respect to the permitted use(s) zoning, design, setbacks, density, height, size of structures, permitted uses, and intensity of use of the Property (collectively, the "Existing Development. Regulations "), shall be those rules, regulations, and policies applicable to the Property as of the effective date of this Agreement. 5.'1.1 Cooperative Agreement for Off-Site Improvements. Coastal Rim and the City, together with other parties, executed a Cooperative Agreement for Off-Site Improvements concurrently with the Original Agreement, a true and correct copy of which is 75A-'40 attached hereto as Exhibit D and incorporated herein by this reference. Owner agrees to comply in all respects with its obligations under said Agreement, and agrees and acknowledges that a material breach of said agreement shall constitute a material breach of this Agreement. Despite anything to the contrary, Owner is not required to construct any off -site improvements other than as expressly required in this Agreement, in any environmental documentation related to this Project, or in any condition of approval in any discretionary action related to this Project. 5. 1.2 Remaining Olfsite Mitigation. Measures. The additional offsite mitigation measures, beyond those set forth in the agreement referenced in section 5.1.1 of this Agreement, which must be constructed by Owner are as set forth in Exhibit E to this Agreement. All funds or costs for offsite mitigation measures required pursuant to the approvals set forth in section 2.4 of this Agreement shall be pain the earlier of (1) the time called for in the said approvals, or (2) hdi steer -(3) issuance of certificates of occupancy, whichever comes first. 5.2 Exclusion from Existing Rules, Regulations and Policies. Pursuant to Government Code Section 65866, and Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, 208 Cal.Rptr. 228, 690 P.2d 701, City retains the right to enact police power regulations on matters not covered by section 5.1 of this Agreement, including without limitation: a. Regulation of the rate and amount of growth is not abrogated by the City, in that the parties agree and acknowledge that the City Hereby retains the police power to provide for change in regulations, ordinances, policies, and plans relating to moratoria, building permit allocations, timing, and sequencing of development and the financing and provision of adequate public facilities at the time of development. b. Municipal laws and regulations winch do not interfere with Owner's vested rights to develop and use the Property in accordance with section 5,1 of this Agreement. As used herein, "Existing Development Regulations" shall not include municipal laws and regulations that do not con$ict with Owner's vested rights to develop and use the Property in accordance with this Agreement. Owner and its successors and assigns and all persons and entities in occupation of any portion of the Property shall comply with such non - conflicting taws and regulations as may from time to time be enacted or amended hereafter. Specifically, but without limitation on the foregoing, such non- conflicting laws and regulations include the following: (1) Taxes, assessments, tees and charges, except as otherwise specifically provided in this Development Agreement, (2) Building, electrical, mechanical, fire and similar codes based upon uniform codes incorporated by reference into the Santa Anna Municipal. Code; (3) Laws, including zoning code provisions, which regulate the manner in which business activities maybe conducted or which prohibit any particular type of business activity on a city -wide basis; and 75A -41 (4) Procedural rules of general City -wide application. c. In recobraition of the need for City services, including but not limited to police; fire and park, to meet the demand generated by new, cumulative residential development in the City, District, Owner will not object to participation in a community facilities district, assessment district, or other similar funiding mechanism, to provide funds for such services, should any such a mechanism be established. d. No vested rights as to any requirements in this section either as to existing or future regulations, ordinances, policies, and plans are hereby conferred. 53 Design and Construction Standards and Specifications. The design and construction standards and specifications for all Project construction, including without limitation the facilities set forth in the Public Art Plan, shall be subject to applicable design standards and guidelines in effect at the time that any development approval shall be sought for the Project or any urtit or structure contained within the Project. 5.4 FAA Approval. Owner shall obtain and maintain, during the term of the agreement, any and all necessary approvals from the FAA for the Project. Should such approvals lapse, and not be reinstated or reapproved prior to the issuance of the first building permit, the City shall have the right to terminate the agreement. 5.4.1, Avigation Easement. The Owner shall, prior to issuance of the first building permit for the Project, execute an avigation casement in a form approved by the City Attorney, which shall be recorded with the Recorder of the County of Orange. The avigation easement shall prohibit any and all claims, actions or lawsuits of any kind or type for nuisance or interference with use and enjoyment of the underlying Property or the Project including but not limited to noise, sound, vibration, fames, fuel particles, dust, discomfort or other environmental effects incident to aircraft operations as well as any inconvenience or annoyances caused by the operations of the John Wayne Airport (SNA). The avigation easement shall grant the right to enter or penetrate into err transmit through the airspace above, on or in the vicinity of the Property for the unobstructed use, passage or operation of all types of aircraft and the right to create or generate atl things and consequences to the Property that inay'be, or may be alleged to be, incident to or resulting from the use of said Airspace and any and all related aircraft and airport operation. The City shall be the benefited party in the avigation easement, but said easement shall be assignable by the City to a third party, including but not limited to John Wayne Airport (SNA), without consent of Owner. 5.5 Future Discretionary Approvals, This Agreement shall not prevent the City, when considering requests for discretionary approvals not covered by Section 5.1 of this Agreement subsequent to the effective date of this Agreement, from applying new rules, regulations, and policies which are applicable to the Property, including but not limited to, changes in the general plans, specific plans, zoning, subdivision or building regulations, nor shall this Agreement prevent the City from denying or conditionally approving any subsequent applications for land use entitlements based on such existing or new rules, regulations, and/or policies; provided, however, that such new rules, regulations, and official policies are of general 75A"42 application to all development within the City and are not imposed solely with respect to the subject property. In addition, this Agreement shall not prevent the City from exercising its police power to protect the health, safety, and welfare of the public. This police power, exercised in accordance with Section 5.2 of this Agreement, is paramount to any tights or obligations created or existing between the parties. 5.6 Processing Fees. All fees and charges intended to cover City costs associated with processing development of the Property, including but not limited to fees and charges for applications„ processing; inspections, plan review, plan processing, acid /or environmental review, which are existing or may be revised or adopted during the term of this Agreement, shall apply to the development of the Property. 5.7 Amendments or Additions to Citywide Fee Programs. This Agreement shall not preclude the inclusion of and changes to fee programs, taxes whether special or general, or assessments (hereafter collectively referred to as "fees ") adopted by the City after the effective date of this Agreement, which shall be applicable to the Project or the Property provided that they (1) are standard fees applicable to all development in the City (although actual fee rates may vary within the City where bona fide Citywide fee zones have been established), (2) are not applicable primarily or only to this Project, and (3) are not imposed to either (a) mitigate; offset or compensate for Project impacts which were analyzed in the negative declaration prepared for the Project, or (b) duplicate any project design features conditions of approval, Agreements, or mitigation measures contained in the Development Plan or this Agreement. The current entitlement fees shall be locked in as of the elate of this Agreement, and there shall be no additional entitlement fees for the Project. however, building permit fees, including fees for new new permits required after the date of this Agreement, will not be locked in at any rate, but rather will be the amount at the time of pulling building permits. Atiydefsrra f.,°R°r-dd'7rxl -�mlj 8-ail9iTf8C'1• kl• °£I�EFII EIa ^sv �� �' ;t. ,'�..,d.-�if€112ifk .. 1`n "—�L.Q :'; ..depte"� 5.8 Development, Construction and Completion of Work of Public Art. hi consideration for the extraordinary and significant benefits set forth in this Section, the Owner has been legally vested under Section 5.1 with regard to the zoning, perntitted uses, density, height, setback; design, size of structure and intensity of use of the Property. Owner shall include within the Project at a prime location visible to the public, a single or grouped permanent work of public art (the "Public Art "), The Public Ar shall conform in all respects to Exhibit C of this Agreement. Facilities specified in Section 5.ti.1 below must be designed and /or constructed prior to the triggering event. In the event that Owner foils to meet either of the triggering events set forth in Section 5.8.1., below, Owner shall pay the City an amount equivalent to one -half of one percent (0.5 %) of the estimated value of its Project, as conclusively specified by the Executive Director of the City's Planning and Building Agency, to be used by the City to acquire other public all for other locations within the City, in which case, Owner will not be considered in default tinder this Agreement. 75AL43 5.8.1 Work of Public Art. Items to Be Completed Triggering Event vent (E.z., New Use or New Areal 1, Submit Final. Design of Public Art. Prior to issuance of first Building Permit or five Final design must conform to Public Art (5) years from the effective date of this Agreement, Plait, whichever comes first. 2. Install Public Art. Prior to City's issuance of the first Certificate of Occupancy for any building or stLacture, or the expiration of the term of this Agreement, whichever comes first. With respect to the Final Design, Owner shall complete all construction and development, shall submit all plans, drawings, and other documents, and perform all of its obligations under this Agreement within the times specified above. During periods of construction of work of public art encompassed in the Public Art Plan, Owner shall submit to the City a written report of the progress of the construction when and as reasonably requested by the City. The report shall be in such fonn and detail as may be reasonably required by the City, and shall include a reasonable number of construction photographs (if requested) taken from the last report by Owner. Development scheduling or date or times of performance may be subject to revision from time to time if first mutually agreed to in writing. Such revisions do not constitute amendments requiring further notice and public hearing. 5.8.2. Inclusionary Housing tee. Owner sliall C4y `he- r bea3sed -btk y fctr pining(inslttdrig bu�no imd to prepartLtien of ene -sr rnooree eletxreitls -o€tts genes �plau or ffrt + a L lu ertt s- -oeptaal- design fur °aosi d prep aratisn, award Of=t pr�pe"p kjal prepsrty-aequ it :^ e�tien l�rst geedwill itentattvel3wn®r- Wray warty titrto ease- ralrirtgsueh }3ayrnor. s F �� %tea a -tY Lgrveutttt ecs�ten egtti e' Ia�w- itielttsiena ieustrtg- nits- totrtlirt m_ r�ertt (�5 %)4 #hc�ertsir�ru3 #s- pr-epesesl- feu•- tlte- PrA}�tae�- p.<:r;�le �'��a"h- fst3+- (ede- seetien �Eb ) ? and�er (b} previcle for up -to si ty}iereent{(f�° of these- in�tisroi}ary tuts to rria4erate4noor &—ro idorrts at i reJee+ ^ 'leaEtlt &- �Str€ety Cello sestien -3-34 - 3kb)(2) comply ly with the terins and regulations of Article XVI11.1 of Chanter 41 of the Santa Ana Municipal Code. 5.8.3 No Redevelopment Subsidy. The Owner shall not be entitled to request or accept any agreement with the Santa Ana Community Redevelopment Developineat Agency for economic, debt service payments, or other assistance for the development of the Project. Failure to comply with this provision shall be deemed in and of itself to constitute a failure to in good faith comply with terms or conditions of this Agreement pursuant to the teens of Government Code section 65865.1. 75A1 -244 5.8.4. In -Lieu Park Development Fee. The Owner shall pay an in -lieu park development fee amount equivalent to the Park Dedication requirement. The fee shall be assessed at the value of $35.50 per square foot of area to be dedicated pursuant to the standard established by section 34 -204 et seq. of the Santa Ana Municipal Code, as specified in said City's site plan review letter; provided, however that the fee may he increased yearly beginning twelve months following the effective date of this agreement, by the average rate of increase in land costs in the City of Santa Ana, as that increase is established by the "Construction Cost Index -Los Angeles," published by Engineering News- Record, or substitute index chosen by the Executive Director of Planning and Building should that Index be discontinued. The fee shall be paid prior to issuance of each building permit. The City shall use said fees for new parkland, capital improvements at existing parks, and deferred maintenance at existing parks (up to a maximum of fifty percent of amount of the fee), and seventy five percent (75 %) of said fees shall be utilized by the City in the Quadrant of the City (as set forth in the City's Park A &D Fee program) in which the Project is located. If not used or appropriated this fee shall be returned to Owner, consistent with the provisions of (and subject to the exceptions contained within) the California Mitigation Fee Act, Government Code § 66000 et serf. F. IN F= x* l ■ 3 l•r- 1?i's-niid-C-iar "icGkntf s4---- iiir' p=- tirvp' EISS� 'l�- ttitittl-�3C- atlf3in5-t$ -ti• Y "Y* D D > ' 11 {1.H3i'�` a{�pr�valb iT Bury r eetitiWO9ireetei- 75AI45 o a� Co}r �'YVtkita'AI, tYtYti1� {i i a1 4'1CIV' en - alse..., peiT4ic[[Lngtorest-et'[Cw rn + n• r r, r nn 'EH@LSi °jv.:� ,�L'`ivi-co- ~roc ^oc;auam-rse�up. 5.9 Responsibility for Costs of Work of Public Art. The City and Owner agree that Owner shall be responsible for all costs associated with the design, construction, maintenance and repair of the work of public art provided for in the Public Art Plan. 5.10 Moratoria. Moratoria enacted by the City for the public health, safety, and welfare, which are imposed on the Property or Project, shall toll the time periods set forth in this Agreement. 5.11. City to Receive Contract Documents, Owner shall furnish City, upon written request, copies of contracts and supporting documents relating to the work of public art. 5.12 Conditions of Discretionary Approvals, The requirements imposed as conditions of any discretionary approval received through the City's existing regulatory process shall be governed by the terms of those approvals, and in no event shall such conditions be affected by the termination, cancellation, rescission, revocation, or default or expiration of this Agreement. 5.13 Compliance with Governmental Requirements. Subject to and as otherwise provided by the terns of Section 5.1 above, Owner shall carryout the design, construction, and operation of the Project in substantial confomrity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City, or any other political subdivision in which the Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City, the Owner or the Property; including all applicable federal, state, and local occupation, safety and health laws, rules, regulations and standards, applicable state and labor standards, applicable prevailing wage requirements, the City zoning and development standards, City peritits and approvals, building, .plumbing, mechanical and electrical codes, as they apply to the Property and the Project, and all other provisions of the City and its Municipal Code (as they apply to the Property and the Project), and all applicable disabled and handicapped access requirements, including, without the limitation, the Americans With Disability Act, 42 U.S.C. § 1.2101 et seq., Govermnent Code § 4450 et serf., and the Unruh Civil Rights Act, Civil Code § 51 et seq. ("Governmental Requirements "), 75A' -446 6. ANNUAL REVIEW. 6.1 City and Owner Responsibilities. City shall; at least every twelve (12) months during the term of this Agreement, review the extent of good faith substantial compliance by Owner with the terms of this Agreement. Pursuant to Government Code Section 65865. 1, as amended, Owner shall have the duty to demonstrate by substantial evidence its good faith compliance with the terns of the Agreement at the periodic review. 6.2 Review Letter. If Owner is found to be in compliance with the Agreement after anneal review, City shall, upon written request by Owner, issue a Review Letter to Owner (the "Letter ") stating that based upon information known or made known to the City Council, the City Planning Commission and/or the City Planning Director, the Agreement remains in effect and Owner is not in default. Owner may record the Letter in the Official Records of the County of Orange. 63 Failure of Periodic Review. City's failure to review at least annually Owner's compliance with the terms and conditions of this Agreement shall not constitute or be asserted by any party as a breach of the Agreement by Owner or City. 7, DEFAULT. 7.1 Events of Default. Property Owner is in default under this Agreement upon the happening of one or more of the following events or conditions: (1) If a warranty, representation, or statement made or famished by Property Owner to the City in conjunction with the Project is false or proves to have been false in any material respect when it was made; (2) A finding and determination made by the City following a periodic review under the procedure provided for in Government Corte Section 65865.1 that upon the basis of substantial evidence the Property Owner has not complied in good faith with one or more of the terms or conditions of this Agreement; (3) Failure to comply with Governmental regulations; (4) Any other event, condition, act, or omission of Owner, or of its officers, agents, employees, consultants, special counsel,, or representatives, which materially interferes with the intent and objectives of this Agreement. 72 Procedure upon Default. (1) Upon the occurrence of an alleged default, City shall give Property Owner (the "defaulting party") thirty (30) days written notice specifying the nature of the alleged default and, when appropriate, the manner in which said default tnay be satisfactorily cured. After proper notice and expiration of said thirty (30) clay cure period without cure, City may terminate or amend this Agreement in accordance with the procedure adopted by the City as to 75A -47 all defaults that may be eared within said thirty (30) day cure period. For defaults that cannot be cured within said thirty (30) day cure period, City way terminate or amend this Agreement in accordance with the procedure adopted by the City should at any time Owner fail to diligently proceed in curing the defatilt. Failure or delay in giving notice of default shrill not constitute a waiver of any default, nor shall it change the time of default. (2) City does not waive any claim of defect in performance by Property Owner, if on periodic review the City does not propose to modify or terminate this Agreement. (3) Non - performance shall not be excused because of a failure of a third person. (4) An express repudiation, refusal, or renunciation of the contract, if the saute is in writing and signed by the Property Owner, shall be sufficient to terminate this Agreement and a bearing on the matter shall not be required. (5) Adoption of a law or other governmental activity making performance by the Owner unprof table or more difficult or more expensive does not excuse the performance of the obligation by the Property Owner, unless such an activity constitutes a breach of this Agreement by the City, or the City undertakes such an activity which renders impossible Owner's performance of its obligations or exercise of any of its rights vested under this Agreement. (G) All other remedies at law or in equity which are not inconsistent with the provisions of this Agreement are available to the parties to pursue in the event there is a breach. 7.3 Damages upon Termination. In no event shall Property Owner be entitled to any damages against City upon lawful termination of this Agreement. 7.4 Institution of Legal Action. In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any default or breach, to specifically enforce any covenants or Agreements set forth in the Agreement, or to enjoin any threatened or attempted violation of the Agreement; or to obtain any remedies consistent with the purpose of the Agreement. Legal actions shall be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District of California, Southern Division. 8. ENCUMBRANCES AND RELEASES ON PROPERTY. 31 Discretion to Encumber, Thus Agreement shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion of the Property or any improvement on the Property by any mortgage, deed of trust, or other security device securing financing with respect to the Property or its improvement. 75A148 8.2 Entitlement to Written Notice of Default. The mortgagee of amortgage or beneficiary of a deed of trust encumbering the Property or any part thereof and their successors and assigns shall, upon written request to City, be entitled to receive from City written notification of any default by Owner of the performance of Owner's obligations under the Agreement which has not been cured within thirty (30) days following the date of default. City may modify or add to the provisions of this Section 8.2 at the request of any institutional lender or pension trust providing financing so long as such requested modifications or additions pertain only to the rights of a Mortgagee hereunder and are not otherwise inconsistent with the terms of this Agreement. 83 Releases. City agrees that upon written request of Property Owner and payment of all fees and performance of dre requirements and conditions required of Owner by this Agreement with respect to the Property, or any portion thereof, City may execute and deliver to Owner appropriate release(s) of further obligations imposed by this Agreement in form and substance acceptable to the Orange County Recorder or as may otherwise be necessary to effect the release. 9. MISCELLANEOUS PROVISIONS. 9.1 Rules of Construction. The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory; "may" is permissive. If there is more than one signer of this Agreement; their obligations are joint and several. 9.2 Entire Agreement, Waivers and Amendments. This Agreement constitutes the entire understanding and Agreement of the parties with respect to the matters set forth in this Agreement. This Agreement supersedes all negotiation or previous Agreements between the parties respecting this Agreement. All waivers of the provision of this Agreement must be in writing and signed by the appropriate authorities of City or of Owner. All amendments to this Agreement must be in writing signed by the appropriate authorities of City and Owner, in a form suitable for recording in the Official Records of Orange County, California. Within ten (10) days following the effective date of this Agreement, a copy of this Agreement shall be recorded in the Official Records of Orange County, California. Upon the completion of performance of this Agreement or its revocation or termination, an appropriate Certificate of Completion acknowledging such occurrence signed by the appropriate agents of Owner and City shall be recorded in the Official Records of Change County, California. 9.3 Project as a Private Undertalcing. It is specifically understood by the parties that: (a) the Project is a private development for purposes of Government Code Section 65864 et seq.; (b) City has no interest in or responsibilities for or duty to third parties concerning any improvements to the Property or in connection with the Project; and (c) Owner shall have the full power and exclusive control of the Property subject to the obligations of Owner set forth in this Agreement. 9.4 Incorporation of Recitals. The Recitals set 'forth in Section I of this Agreement are part of this Agreement. 75A7-49 9,5 Captions. The captions of this Agreement are for convenience and reference only, and shall not define, explain, modify, construe, limit, amplify, or aid in the interpretation, construction, or meaning of any of the provisions of this Agreement. 9.6 Consent. Where the consent or approval of a party is required in or necessary under this Agreement; the consent or approval shall not be unreasonably withheld. 9.7 Covenant of Cooperation. The parties shall cooperate with, deal with each other in good faith, and assist each other in the performance of the provisions of this Agreement. 9,8 Time of Essence. Time is of the essence for each provision of this Agreement of which time is an element. 9.9 Conflicts of Law. In the event that state or federal laws or regulations enacted after this Agreement have been entered into or the action or inaction of any other affected governmental jurisdiction prevents or precludes compliance with one or more provisions of this Agreement or require changes in plans, maps, or permits approved by the City, the parties shall provide the other party with written notice of such state or federal restriction, provide a copy of such regulation or policy, and a- statement of conflict with the provisions of this Agreement. The parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this Agreement to comply with such federal or state law or regulation. Thereafter, regardless of whether the parties reach an Agreement on the effect of such federal or state law or regulation upon the Agreement, the matter shall be scheduled for hearing before the City Council. Public notice of such hearing shall be given pursuant to Government Code Section 65854.5: The City Council, at such hearing, shall determine the exact modification or suspension which shall be necessitated by such federal or state law or regulation pursuant to Government Code Section 65869.5. At the hearing Owner shall have the right to offer oral and written testimony. 9.10 Severability. If any term, provision, condition, or covenant of this Agreement, or the application thereof to any patty or circumstances, shall to any extent be held invalid or unenforceable, the remainder of the instrument; or the application of such term, provision, condition or covenants or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable to the fullest extent peiruitted by law. 9.11 Counterparts, This Agreement has been executed in one or snore counterparts, each of which has been deemed an original, but all of which constitute one and the same instrument. 9.12 Recording, The City Cleric shall cause a copy of this Agreement to be recorded with the Office of the County Recorder of Orange County, California, within ten (10) days following the effective date of this Agreement. 75 tO 9.1.3 Estoppel Certificate. Either party may, at anytime, and from time to time, deliver written notice to the other party requesting such patty to certify in writing that, to the knowledge of the certifying party, (i) this Agreement is in full force and effect and a binding obligation of the parties, (ii) this Agreement has not been amended or modified either orally or in writing, or, if so amended, identifying the amendments, and (iii) the requesting party is not in default in the performance of its obligations under this Agreement, or if in default, to describe therein the nature and amount of any such defaults. A party receiving a request hereunder shall execute and return such certificate within thirty (30) days following the receipt thereof,. The City Manager of the City shall have the right to execute any certificate requested by Owner. hereunder. The City acknowledges that a certificate hereunder may be rei.ied upon by transfers, Mortgagees, or other parties. 751'51 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CAP VALHO City Attqr,67. I n By: . Ryan FOR APPROVAL.,: VINCE FREGOSO Interim Executive Director - PBA CITY OF SANTA ANA DAVID CAVAZOS City Manager LEGADO AT THE MET, LLC 75Az$2 STATE OF CALIFORNIA } ) ss. COUNTY OF ORANGE On this day of 200. before me, a Notary Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the City Manager of THE CITY OF SANTA ANA, the charter city that executed the within instrument, known to me to be the persotr who executed the within instrument on behalf of the municipal corporation therein named, and acknowledged to ire that such municipal corporation executed the within instrument pursuant to its bylaws or a resolution of its City Council. WITNESS my hand and official seal. NOTARY PUBLIC STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE } On this day of 200, before me, a. Notary Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the _ of _., the that executed the within instlunrent, known to the to be the person who executed the within instrument on behalf of the municipal corporation therein named, and acknowledged to me that such municipal corporation executed the within instrument pursuant: to its bylaws or a resolution of its Board. WITNESS my hand and official seal. NOTARY PUBLIC 75A -53 EX141BIT "A" Property Legal Description REAL PROPERTY IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL A: LOT I AS SHOWN ON EXHIBIT `B" OF LOT LINE ADJUSTMENT NO. 98.001 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED APRIL 9, 1998, AS INSTRUMENT NO. 19980210009 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL B: A NON - EXCLUSIVE RECIPROCAL EASEMENT FOR VEHICULAR INGRESS, EGRESS AND ACCESS, AS SET FORTH IN THAT CERTAIN DECLARATION AND GRANT OF EASEMENTS RECORDED APRIL 9, 1998, AS INSTRUMENT NO, 19980210011 AND IN THAT CERTAIN AMENDED AND RESTATED DECLARATION AND GRANT OF EASEMENTS RECORDED APRIL 15, 1998, AS INSTRUMENT NO, 19980222444, AND IN THAT CERTAIN AMENDED AND FULLY RESTATED RECIPROCAL EASEMENT AGREEMENT RECORDED NOVEMBER 11, 2004, AS INSTRUMENT NO. 2004001056213, ALL OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL A HEREINABOVE DESCRIBED, PARCEL C: AN EASEMENT FOR THE CONSRUCTION, INSTALLATION, MAINTENANCE AND REPAIR OF A STORM DRAIN AND RELATED LPROVEMENTS, AS SET FORTH IN THAT CERTAIN STORM DRAIN EASEMENT AND MAINTENANCE AGREEMENT RECORDED APRIL 18, 2005, AS INSTRUMENT NO. 2005000291720 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 75A -54 EXHIBIT "B" Property Site Plan To be inserted 75A -55 EXHIBIT "C" Public Art Plan Public art valued at one -half of one percent (0.5 %) of the total Project building permit valuation is required. Public art shall be comprised of a single art piece or grouped ail pieces to be placed at a final location to be determined as specified in section 2.5 of this Agreement. The public all should invite participation and interaction, inspire, add local meaning, interpret the community by revealing its culture or history, and/or capture or reinforce the unique character of the new place. A comprehensive Public Art Plan indicating compliance with this requirement, and which proposes specific pieces of art for specific locations or applications, shall be submitted to the Planning Commission prior to the completion of the project's first phase. All public art approved by the Planning Commission in the Public Art Plan shall be completely installed as provided in section 5.8.1 of this Agreement. 2. Art should be sited to complement features such as plaza or architectural components so that the art is an integral pail of the development site. 3. Public art should be constructed using durable materials and finishes including but not limited to stone or metal. 4. No art piece provided pursuant to the public art requirement shall include advertising of any type, including but not limited to products, services or businesses. 5. All public art provided pursuant to the public art requirement shall be properly maintained at all times, be free of any graffiti and shall not incorporate any flashing or distracting form of illumination. 6. All art pieces approved and installed prursuant to the Public Art Plan shall remain on the project site and may not be removed without the approval of the Planning Commission. Expenses Not Allowed from Art Allocation i. Expenses to locate the artist (e.g., airfare for artist interviews, etc.) ii, Architect and Landscape Architect fees. [ii. Landscaping around a sculpture that is not included as part of the artist's sculpture furnishings, including, but not limited to, functional structures, prefabricated water or electrical features not created by the artist, and ornamental enhancements. iv. Utility fees associated with activating electronic or water generated artwork. 75A -56 V. Lighting elements not integral to the illumination of the art piece. vi. Publicity, public relations, photographs, educational materials, business letterhead or logos bearing artwork image. vii. Dedication ceremonies, including sculpture unveilings or grand openings, 75A -57 EXHIBIT "D" Cooperative Agreement for Off- -Site Improvements 75A -58 EXHIBIT "E" Remaining Offsite Mitigation Measures The Met at South Coast Public Improvements Lmpovement New sidewalk New driveway ( "pan" style) Dedication for 25' x 25' comer cut -off Sidewalk easement Street dedication 4" depressed curb Triple -left traffic mitigation measure, including sign bridge, signal modification, updated detection, and signing and striping on both streets Pavement Rehabilitation (minimum 2°" grind and overlay) Installation of new public fire hydrants Location Property frontage on First American Way First American Way NIE corner of MacArthur & Imperial Promenade 10' along property frontage of MacArthur Blvd, 60' from street centerline along MacArthur Blvd. Emergency access on MacArthur Blvd, Southbound Imperial Promenade at MacArthur Blvd On Imperial Promenade and First American Way along property frontage from curb to street centerline Along MacArthur Blvd. and First American Way 75A -59 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza M-30 P.0, Box 1988 Santa Ana, California 92702 EXEMPT FROM RECORDING FEES GOVERNMENT CODE § 6103 AMENDED DEVELOPMENT AGREEMENT by and between THE CITY OF SANTA ANA and LEGADO AT THE MET, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY Dared: April 21, 2015 75A-60 ADDENDUM TO THE MET AT SOUTH COAST MULTI - FAMILY RESIDENTIAL PROJECT INITIAL STUDY/MITIGATED NEGATIVE DECLARATION (SCH NO. 201111.1.041) PREPARED FOR: City of Santa Ana Planning Division 20 Civic Center Plaza, M -20 Santa Ana, CA 92702 Contact: Verny Carvajal 714- 647 -5899 PREPARED BY: ICF International 1 Ada, Suite 100 Irvine, CA 92618 Contact: Tanya Jones 949- 333 -6600 March 2015 EXHIBIT 22 75A -61 ICI" International, 2015. Addendum to The Met at South Coast Multi- Family Residential Project Initial Study /Mitigated Negative Declaration (SCI1 No. 2011111041). March, (ICF 25.15,) Irvine, CA. Prepared for City of Santa Ana, Santa Ana, CA. 75A -62 Contents Listof Tables and Figures .. ... .... ....... .:.. ................................................ .. ........ .: ....... : ....... .... ___ ............ .. ii List of Acronyms and Abbreviations ....................................................................... ............................... ill Chapter 1 Introduction and Summary .................................................. ............................... ....1 -1 1.1 Purpose of Addendurn ................................................................................ ............................1 -1 1.2 Use of an Addendum to a Previously Adopted Negative Declaration ..................... --- ...... 1 -1 1.3 Evaluation of Environmental Impacts ........................................................ .............:..............1.2 1.5 Summary of Findings.... ........................................................... l .............................................. 1-3 Chapter 2 Project Description ............................................................................ ............................... 2 -1 2.1 Overview, ............ — ............................................................... .......... l ...................................... 2.1 2.2 Project Location .......................................................................................... ............................2.1 2.3 Existing Setting and Surrounding Land Uses ........ . ....... . ................ ... ..... .. .... . .......... ................ 2 -1 2.4 Description of Previously Approved Project .... .............. ..................................................... ...2 -1 2.5 Description of Changes to the Proposed Project... .......... ..... l ............ l .... l ........................ l .... 2-3 Chapter 3 Environmental Impact Analysis ....................................... ... ...... .... .................. .............. . .... 3 -1 3.1 Environmental Resources Found to Have No Impacts or Less - than - Significant Impacts..... . .............. .. ................................................................... ..... .. ... .......... . ................... ..3 -1 3.2 Environmental Resources Found to Have Less - than - Significant Impacts with MitigationIncorporated ....... . .................. . .................. . ............ . ................ .. .......... . ................. 3 -2 3.11 Air Quality .................................................. ............................... ........................ 3 -2 3.2.2 Biological Resources ... . ............................ ................. ...... .... . .... -- ....... .... ..... ...... 3 -3 3.23 Geology and Solis ...... ... .......................................... . .............. ........ . ....... .... ........ ..3 -5 12.4 Greenhouse Gas Emissions .......................... . ..... - ....... ,. ........... .... . ...... ...... ..... . .... 3 -6 32.5 Noise.—. .......... -- ...... l ................... l ............................. l ........................ l ........... ., 3-7 3.2.6 Public Services ... ............ . ............................. . ............... ---- .... .... ......... .... . ...... 3-8 3.2.6 Traffic .... ..... ................... .. .............................. — ......... .: ...... . ......... . ...... .... ............ .3 -9 Chapter4 References ......................................................................................... ............................... 4 -1 Appendix A Environmental Checklist The Met at Addendum 75A -63 March 2015 Tables and Figures Table 2.1 Summary of Project Features Analyzed in The Met IS/ MND ................. ....... ......... — ...... -- ................... ,2 -2 2 -2 Summary of the Differences between the Proposed Project and The Met IS /MND ..... ................. 2 -3 Figure Follows Page 2.1 Project Location Map... ... ....... ................ -- ....... ................. .............. ..................... .................. — 2-2 2.2 Aerial of the Existing Project Site.... ............... - ....... ....................... ........ - ........................... -- ....... --.2-2 2 -3 Original Site Plan for The Met IS/ MND . ...................................... ........................... .......................................... 2 -2 2 -4 Proposed Project Site Plan ... -- ..................... ....................... ..................... ............ „...,............... ........... ......... ...... 2 -3 2 -5 Proposed Project Grading and Drainage Plan ............ .. ..................................... ........................................... .2 -3 2 -6 Proposed Project South and West Elevations ... ............ ............................. ........................................ ........... 2 -3 2-7 Proposed Project North and East Elevations .......... — ............... .................... ......... ........................................ 2 -3 Coast addendum 75A -64 Acronyms and Abbreviations Basin South Coast Air Basin CEQA California Environmental Quality Act CNEL community noise equivalent level dBA A- weighted decibels GfIG greenhouse gas 1 -IVAC heating, ventilation, and air conditioning IS /MND Initial Study, /Mitigated Negative Declaration MUTCD Manual on Uniform Traffic Control Device SR -55 State Route 55 The Met at South Coast ,_ March 2oi5 Addendum 1° 75A -65 Chapter 1 Introduction and Summary 1.1 Purpose of Addendum Pursuant to the California Environmental Quality Act (CEQA), Public Resources Code section 21000 et seq., this Addendum is prepared to address potential environmental impacts as result of minor changes to The Met at South Coast Multifamily Residential Project located at 200 East First American Way within the southeastern portion of the City of Santa Ana, In April 2012, the City of Santa Ana adopted the Initial Study /Mitigated Negative Declaration (IS /MND) for The Metat South Coast residential development project (SCH No. 2011111041), which analyzed the impacts of the development of 284 multi- fannily residential units on a 3.1 -arse parcel, Modifications to the previous project design constitute the "proposed project" for the purpose of this document, and include: • an increase in the total number of acres developed; • an increase in the number of buildings constructed; • an increase in the total amount of open space; • an increase in the total number of parking stalls; • a decrease in the amount of grading; • a decrease In the construction duration; and • a change in project site access. This document, together with the other documents incorporated by reference herein, serve as the environmental review of the proposed project, as required pursuant to the provisions of CEQA, the State CEQA Guidelines at 14 California Code of Regulations Section 15000 et seq., and the City of Santa .Ana procedures for CEQA implementation 1.2 Use of an Addendum to a Previously Adopted Negative Declaration To ensure that impacts are within the scope of the previously certified IS /MND and no new significant impacts would result, the City reviews each application in accordance with Sections 15162 and 15164 of the State CEQA Guidelines, When necessary, additional environmental analysis is completed consistent with Section 15162, including Negative Declaration Addendums or Subsequent Negative Declarations, State CEQA Guidelines Section 15164 states: "Art addendum to an adopted negative declaration may be prepared if only minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIRor negative declaration have occurred,- Pursuant to Section 15162 of the State CEQA Guidelines, when a negative declaration has been adopted for a project, no subsequent EIR (or negative declaration) may be The Met at South Coast _ 1 March 2015 Addendum 75A -66 City of Santa Are Chapter 1. Introduction and Summary required for a project unless the City determines, on the basis of substantial evidence, that one or more of the following conditions are met: (a) When an EIR has been certified or a negative declaration adopted for a project, no subsequent EIR [or negative declaration] shall be prepared for that project unless the lead agency determines, on the basis of substantial evidence in the light of the whole record, one or more of the following: (1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or substantial increase in the severity of previously identified significant effects; (2) Substantial changes occur with respect to the circumstances tinder which the project is undertaken which will require major revisions of the previous EIR or negative declaration due to the involvement of newsignifieantenvironmental effects or substantial increase in the severity of previously identified significant effects; or (3) New information of substantlal importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR was certified as complete or the negative declaration was adopted, shows any of the following: (A) The project will hive one or more significant effects riot discussed in the previous EIR or negative declaration; (B) Significant effects previously examined will be substantially more severe than shown in the previous EIR; (C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible, and would substantially reduce one or more significant effects of the project, but the project proponents decline to adopt the mitigation measure or alternative; or (D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment, but the project proponents decline to adopt the mitigation measure or alternative. 1.3 Evaluation of Environmental Impacts This document, prepared pursuant to CEQA, constitutes an Addendum to The Met IS /MND and is prepared pursuant to the provisions of CEQA, the State CEQA Guidelines, and the City of Santa Ana procedures for CEQA implementation. This Addendum relies on use of an Environmental Checklist Form, as suggested in Section 15063(d)(3) of the State CEQA Guidelines, The form includes a checklist to indicate whether the conditions set forth in Section 15162 of the State CEQA Guidelines that Would require a subsequent or, supplemental Negative Declaration are met, and whether there are new significant impacts resulting from the proposed project. The Environmental Checklist Form is used to review the potential environmental effects of the proposed project for each of the following areas: 1'he Mei at Addendum 1 -2 75A -67 March 2015 City of Santa Ana • Aesthetics • Agricultural and Forestry Resources • Air Quality • Biological Resources • Cultural Resources • Geology and Soils • Greenhouse Gas Emissions • Hazards and Hazardous Materials • Hydrology and Water Quality • Land Use and Planning • Mineral Resources • Noise • Population and Housing • Public Services • Recreation • 'Transportation /Traffic • Utilities and Service Systems chapter L IntrodvCtlon and 5UMMary The Environmental Checklist Form prepared for this project is found in Appendix A of this Addendum. It contains a series of questions about the project for each of the Impact categories. There are six possible responses to each of the questions included on the Environmental Checklist Form, as follows: 1. Substantial Change in Project Requiring Major IS /MND Revisions 2. Substantial Change in Circumstances Requiring Major IS /MND Revisions 3. New Information Resulting in New Significant Impacts 4. New Information Resulting in More Severe impacts 5. New Information Identifying New Mitigation Measures Available to Reduce Significant Impacts 6. Less Than Significant Impact/No Substantial Change From Previous Analysis 1.5 Summary of Findings Based on the Environmental Checklist and supporting environmental analysis, the changes to the proposed project would not result in any new significant impacts that were not previously addressed in The Met IS /MND. The scope of design modifications would not result in any new impacts that are not alreadycovered in The Met IS /MND, and none of the conditions set forth in Section ] 5162 of the State CEQA Guidelines that would otherwise require preparation of a subsequent Negative Declaration are met in this instance. The MeC at South coast 3 March 2015 Addendum 75A -68 Chapter 2 Project Description 2.1 Overview The project considered in this Addendum is largely unchanged from that evaluated in The Met IS /MND. The proposed project continues to Involve construction of a 284 -unit multi- ramll'y residential apartment complex oil a 3.1 -acre parcel in the MacArthur Place District Center in the City of Santa Ana, This chapter provides information regarding the proposed development, the project location, and existing conditions In the project area, with an emphasis on changes since preparation and approval of The Met IS /MND. 2.2 Project Location The project location would remain the same as previously analyzed in The Met IS /MND. The project site is a 3.1 -acre parcel located at 200 East First American Way in the southeastern portion of the City of Santa Ana. This site is on the northeast corner of MacArthur Boulevard and MacArthur, Place. Regional access is generally provided. by the MacArthur Boulevard exit for State Route 55 (SR -55). Figures 2 -1 and 2 -2 show tire project location and local vicinity. 2.3 Existing Setting and Surrounding Land Uses The project site remains vacant and undeveloped land. It is within an urban and developed area and is surrounded by roadways on three sides and a parking garage on the fourth. Land uses in the project vicinity include a combination of commercial, office, hotel, and multi- family residential uses. Adjacent land uses include: • First American Way followed by commercial office buildings to the north. • MacArthur Place followed by multi- family residential to the nortlTwesL • MacArthur Place followed by hotel uses (Doubtetree Hotel) to the west. • MacArthur Boulevard followed by residential and hotel uses (The Marke Apartments and Courtyard by Marriott) to the southwest. • MacArthur Boulevard followed by restaurantand commercial uses to the south. • Parking garage adjacent to the east. 2.4 Description of Previously Approved Project The Met IS /MND was adopted by the city or Santa Ana City Council on April 16, 2012. Previous approvals included a subdivision map to create condominium units, a Zoning Ordinance Amendment to Specific Development Plan 43 (SD -43) to increase the number of residential units The Met at South Coast z 1 March 2015 Addendum 75A -69 City of Santa Ana chapter 2. Project Description allowed for the site, an amendment to the Development Agreement, a variance to allow for tandem parking and a parking reduction, and approval of the site plan, The Met IS /MND analyzed the impacts of constructing podium -style apartment complex consisting of up to 284 multi- family residential units on approximately 2.5 acres of the 3,1 -acre project site. The remaining 0.6 acre was to remain vacant land as the site fora future building, with the previously proposed apartment buildings being located toward the western portion of the property. Figure 2.3 shows the original site plan far The Met IS /HIND. The previous project included five stories of multi- family rental units in three buildings, all of which would be constructed over a subterranean parking structure that spanned all three buildings. The maximum height of the buildings was to be approximately 55 feet. Approximately 56,800 square feet of open space courtyard areas would he developed between the buildings over the parking structure. The project would provide 284 residential units that would consist of 192 one - bedroom units, 82 two- bedroon units, and 10 three - bedroom units and would range in size from 744 to 1,383 square feet. The parking structure would provide 625 parking spaces in two subterranean levels of parking, In addition to parking on the streetlevel'. Vehicular access to the project site and parking garage would be provided from Bast FirstAmerican Way, Because Bast First American Way is a median- divided roadway, the ingress /egress would be provided by a right-in, right -out circulation pattern. In addition, construction of the previous project was anticipated to take approximately 22 months to complete and require excavation to a depth of 20 feet resulting in approximately 144,895 cubic yards of export soil material. Table 2 -1 summarizes the features of the previous project. Table 2 -1, Summary of Project Features Analysed in The Met ISJMND Project Feature Number Square Feet Percentage of Total One Bedroom + One Bath Apartments 1.92 744 -804 68% Two Bedroom+ Two Bath Apartments 82 1,021 -1,144 29% Three Bedroom +Two Bath Apartments 10 1,383 3% Total Apartments 284 1O0% Handicapped Parking Spaces 10 - 2% Tandem Parking Spaces 330 52% Full Size Parking Spaces 285 46% TotalParinng 625 100% Courtyard Recreation 31,550 56% Rooftop Recreation 12,400 22% Indoor Private Fitness Center 12,850 22% Total Recreation 56,800 100 Total Impervious Surface Area 111,017 The architectural style of the project would be contemporary /modern, incorporating concrete, cement boards, decorative panels, wood, and glass. Some units would have private outdoor balconies. The project would include the following amenities on the podium level: leasing office, business center, community room, theater, recreation and fitness center, pool, and spa. In addition, outdoor fire pits, outdoor harbeques, covered seating areas, a yoga area, and a putting green would be provided on the rooftop. Tile project would also provide a water feature at tire corner of The Met at South Coast Z Z March Addendum 75A -70 E In a 1 1 1 1 , 1 1 1 1 1 1 1 1 ea as son Qiin` lsnta,� antury High Scholl 1 on air L -T EdInge Mater at High f MID Ele many c, .0 tt r L- Th m sA oi- ne Ra; 1. S R 7aa r-a aAnalmel �esrnraha at. igh ch 0 rn r wrge a f 7 Ema+f Esq.ada Elemantary Sc, ool Wpr er 7' met Mon cg a 17!8chaol- I (30murnin 0 a oil I 13 Santa Ana 'y, Dyer yer addlebactiflph Sch I L -.:4 -J T orps Sta Nit, "Tq pdr� a r1h r on amen a nt SO f-T 7- 11 F-I tq.,d W e dark }N�illiam Tfl Elem S 0 1 , 1 � 4 Jman Coast l,,za 1C 1 1-7 rv, r 0 1,000 2,000 Feet Source: me Nor-.h America (2008) / ! 11 Figure 2-1 to Project Location Map Addendum to The Met at South Coast IS/MND 75A-71 !�« �y2 IDA2 9 . I E � \ ?� { Ams < ©� \` �\ � \� 2 ele , \\ aw. rrI V rl - -rte -- � -- -_ m � A �Jrf _ Mow 0 m R 11 1- Vfir 4L Cc 2w T .1. 0 Vim. 0 I 0 75A-73 T lz a ry Z Z tL q1 40 0 CL 0 IM. -1: E O3 V G 0 V V Cc City of Santa Ana Chapter2. Protect Description MacArthur Place and MacArthur Boulevard and a water feature at the leasing office located at the corner of MacArthur Place and First American Way, 2.5 Description of Changes to the Proposed Project The proposed project consists of developing 284 mild - family residential units, which is unchanged from the project previously analyzed in the 2012 IS /MND. However, the units would be spread among six 5 -story buildings on the full 3.1 -acre site. The maximum height of the buildings would remain 55 feet. The proposed project would also increase the number of parking stalls within the subterranean garage to 630 and provide a total of 72,830 Square feet of recreation and open space. Access to the proposed project's parking garage would be via the driveway shared with the parking structure to the east. The circulation pattern in and out of the shared driveway would still be controlled by a right -in, right -out ingress /egress from Bast First American way. The construction phase would shorten to 12 months and require excavation to a depth of 22 feet, resulting in only approximately 34,000 cubic yards of export soil material. The architectural style of the proposed project would remain the same with a contemporary /modern design and would incorporate concrete, cement boards, decorative panels, wood, and glass elements. Discretionary approvals would Include site plan review, amendment to the Development Agreement, and adoption of the Addendum. Table 2.2 summarizes the features of the proposed project and the differences from The Met IS /MND, and Figures 2 -4 through 2 -7 show the engineeringand architectural plans for the proposed project. Table 2.2. Summary of the Differences between the Proposed Project and The Met IS /MND The Met Feature Development Area 3.1 acres Z.5 acres +0.6 acre Number ofHadldings 6 3 +3 Studio Apartments 14 - 414 One-Bedroom Apartments 129 192 -63 Two - Bedroom Apartments 136 82 454 Three-Bedromn Apartments 5 10 +5 Total Apartments 284 284 0 Handicapped Parking Spaces 14 10 +4 Tandem Parking Spaces 260 330 -70 Full Size Parking Spaces 356 285 +71 Total Parking 630 625 +5 Total Recreation & Open Space 72,830squarefeet 56,800squarefeet +16,030squarefeet Total Impervious Surface Area 97,121 squarefeet 111,017squarefeet - 13,896squarefeet Excavation 34,000cubicyards 144,895cubicyards - 110,895cubicyards Construction Duration 12 months 22 months -10 months The Met of SoUth Coast 2-3 March 2015 Addendum 75A -74 -------- - - ------ - --- 14 aUv f6 UC)H.Luvuvn 75A-75 cp Z IL .1m iz v m 0 tA 0 CL V c W V "a Cc 01 a Z 5 q tltu L E (z I I g9�(•G" S5® ��bg� ¢� jRFFy'F 21 Yyy�i i §G LjE� q ��E .i i'a � 33 F 1 1 I I 1 �� amunmenmuva wuwxn I �/. (I q&ff gg rFfi� pQ$ 1 � 1 - -ti L_•,___ I ( 5 y 4 M r 1 f 1 Ig' { 3 � O a¢ {; 1 1 p j F I I I e L I. AJ g I i 75A -76 va c p rrvaZ � Im tl C R i `O 00 IQ a l7 L` a v L a O C 6 i b � O "aa CL Q szex1E :« � Ea g) §(§)(§ ezm<»xz» ! ) es d ( § \ ! § ) § /.j? � 75A-78 � -c �0§ kk AA 7§ \� }� _S \k §k �) �2 IAL > , ! ) szex1E :« � Ea g) §(§)(§ ezm<»xz» ! ) es d ( § \ ! § ) § /.j? � 75A-78 � -c �0§ kk AA 7§ \� }� _S \k §k �) �2 IAL Chapter 3 Environmental Impact Analysis This chapter summarizes the environmental impacts analyzed in The Met IS /MND, and evaluates additional or new potential environmental impacts that would occur as a result of changes in project features. It also identifies appropriate mitigation measures, as necessary, that would reduce the significance of additional or new potential environmental impacts. 3.1 Environmental Resources Found to Have No Impacts or Less- than - Significant Impacts The following resources were found to have eitherno impacts or less- than - significant Impacts in The Met IS /MND: • Aesthetics • Agricultural and Forestry Resources • Cultural Resources • Hazards and Hazardous Materials • Hydrology /Water Quality • Land Use /Planning • Mineral Resources • Population /Housing • Recreation • Utilities /Service Systems The proposed project would continue to develop 284 multi- family residential units with minor modifications to the following project elements: • an increase in the total number of acres developed; • an increase in the number of buildings constructed; • an increase in the total amount of open space; • an increase in the total number of parldng stalls; • a decrease in the amount of grading; • a decrease in the construction duration; and • a change in project site access. Based on the minor changes, it is expected that impacts would remain relatively the same for the resources mentioned above and project changes would not result in additional or new significant impacts that were not previously addressed in The Met IS /MND. Impacts resulting from the proposed project for the resources mentioned above would continue to either have no impacts or, less - than - significant Impacts and would not represent a substantial change from the previous conclusions in The Met IS /MND. The Met at south Coast 3-1 March 2(7L5 Addendum 75A -79 City of Santa Ana Chapter 3. Environmental Impact Analysis 3,2 Environmental Resources Found to Have Less- than - Significant Impacts with Mitigation Incorporated The following resources were found to have Less- thamsignificant impacts after implementation of mitigation in The Met IS /MND: • Air Quality . Noise • Biological e PublicServices • GeologyandSoiis . Traffic • Greenhouse Gas Emissions Because the proposed project would restiltin minor development modifications to the previous project, it is expected that impacts would remain relatively the same for the resources mentioned above. A summary of The Met I3 /MND findings is provided, followed by a qualitative discussion of the impacts associated with the proposed. project modifications and significance of the impacts for each of these resources below. Mitigation measures as published in The Met IS /MND are included and have been modified slightly to correct errors in the original document. These corrections do not affect the impact conclusions or change the effectiveness of mitigation. These minor changes are shown in underline and test. 3.2.1 Air Quality The Met IS /MND found that the previous project would result in less- than - significant impacts after implementation of mitigation related to the violation of air quality standards. Less-than-significant impacts were found to occur related to conflicts with an applicable air quality plan, a cumulatively considerable increase of criteria pollutants, sensitive receptors, and objectionable odors. The project site is within the South Coast Air Basin (Basin), where state and federal air quality standards are occasionally exceeded. Similar to the previous project analyzed in The Met IS /MND, the proposed projectwould continue to contribute to regional air pollutant emissions during construction and operation; however, emissions would be reduced during construction because of the shortened construction schedule (from 22 months to 12 months) and the decreased In the amount of excavation required (front 144,£395 cubic yards to 34,000 cubicyards). Therefore, the proposed project's contribution to existing or projected air quality violations would be lower compared with the previous projectanalyzed in The Met IS /MND. Furthermore, the proposed project would be required to Implement all mitigation measures as proposed in The Met IS /MND, which are listed below. No additional or new significant impacts that were not previously addressed in The Met 1S /MND have been identified, and the proposed project would not represent a substantial change from the previous conclusions In The Met IS /MND. Applicable Mitigation Measures Mitigation Measure AQ -1: Prior to the issuance of grading permits, the City of Santa Ana Planning and Building Agency will ensure that Phase 1. of construction of the proposed project will be extended front 19 weeks to a minimum of 21 weeks, and that the maximum number of truck trips The Met at South Coast 3-2 March 2015 Addendum 75A -80 City of Santa Ana Chapter 3. Environmental Impact Analysis for export of soil /excavation material be reduced to a maximum of 60 trips per day, thereby reducing the daily intensity and NOx emissions of Phase 1. Mitigation Measure AQ -2: The City of Santa Ana Planning and. Building Agency will require by contract specifications that construction- related equipment, including heavy -duty equipment, motor vehicles; and portable equipment, will be turned off when not in use for more than 5 minutes. Contract specification language will be reviewed prior to issuance of a grading permit, 3.2.2 Biological Resources The Met IS /MND found that the previous project would result in less- than - significant impacts after implementation of mitigation related to habitat modifications, riparian habitat, federally protected wetlands, and wildlife corridors. No impacts were found to occur related to local policies or ordinances protecting biological resources or habitat conservation plans. The project site consists of an undeveloped but disturbed parcel that appears to have been graded . and routinely mowed. The project site is mostly composed of ruderal (weedy) vegetation consisting of normative grasses and ornamental trees and shrubs. However, during investigations performed as part of the Biological Resources and jurisdictional Delineation Report (1CF' International 2011) for the previous project, approximately 16 individuals of southern tarplant were observed and mapped within the central portion of the project situp The California Native Plant Society designates southern tarplant as a t,ist 18.1 plant, indicating that the plant is considered to be "rare throughout their range and seriously threatened in California (over 80 percent of occurrences being threatened or in high degree and immediacy of threat)" (CNPS 2011). Furthermore, vernal barley is known to occur in mesic grasslands, vernal pools, and alkali flats or depressions, While not observed on the project site, because, of relatively moist conditions, vernal barley is considered to have a moderate potential to occur, Additionally, vernal barley is also known to co -occur with southern tarplant; which was observed on site. The site visits were conducted outside of the known blooming period for vernal barley, which is from March through )une, As such, If this plant occurs on site, it would not have been detectable during the site visits, Vernal barley is classified as sensitive plant species (CNPS 12). In addition, two small wetland areas totaling 0.021 acre (832 feet) were Identified and delineated in the western portion of the project site and are considered to have the ability to support riparian vegetation. However, because the wetlands are so small and not adjacent to one another, they provide limited benefits and potential riparian habitat areas. Furthermore, although the Biological Resources Report determined that no special- status wildlife occurs on the site, the trees within the project site provide potentially suitable nesting habitat forvarioius bird species. Potential impacts on nesting birds may occur if removal ofthe existing ornamental trees occurs during the breeding season (February 15 through September 31). The proposed project would not result in new or additional impacts beyond those previously analyzed in The Met 1S /MND. The locations of biological resources discussed above were within the footprint of the previous project; therefore, even with the increase in development area, impacts are not expected to be greater than those originally analyzed for the previous project. Furthermore, the proposed project would be required to implement at] mitigation measures as proposed in The Met IS /MND, which are listed below. No additional or new significant impacts that were not previously addressed in The Met IS /MND have been identified, and the proposed project would not represent a substantial change from the previous conclusions in The Met IS /MND. The Met at South Coast March 2015 Addendum 3-3 75A -81 City of Santa Ana Applicable Mitigation Measures Chapter 3. Environmental Impact Analysis Mitigation Measure Bi0-1: Prior to Issuance of grading and building permits, the project applicant will retain a qualified biologist to prepare and implement a restoration plan For the impacts on 16 individuals of southern tarplant. The mitigation plan will be subject to the approval of the 'C-1 California Department of Fish and Will illFe. The mitigation plan will Include measures to mitigate the loss of southern tarplant and will outline the location and ownership of the mitigation area, transplanting and/or seed collection, and propagation methodology as well as addressing any contingency plans to be used. Methods used may include, but not be limited to, the following methods. The plants will be counted and retained in place until they die back and the seed can be collected. The plant seed will be stored in brown paper bags in a cool location until they have fully dried out and the seeds dehisced. The seeds will not be stored longer than 'L years because the viability of the seed dramatically drops. A qualified biologist will identify an appropriate offsite conservation area within the local watershed that will accept the seed for broadcasting within a suitable and comparablye- sized receptor site until a 1:1 ratio (of the number of individuals to the habitat impacted) is met. The qualified biologist will be responsible for locating the offsite conservation area and ensuring the restoration of the impacted southern tarplant at the offsite Conservation area. Mitigation Measure Bi0-2: Prior to issuance of grading and building permits, the project applicant will retain a qualified biologist to conduct a preconstruction survey of the project site for vernal barley during its booming season (March through )une). The results of the vernal barley survey will be provided to the City of Santa Ana Planning Manager, prior to issuance of grading permits. If vernal bape4,barlev is identified on the project site during the plant survey, the following measures will be required: The project applicant will retain a qualified biologist to prepare and Implement restoration plan for the vernal barley, The mitigation plan will be subject to the approval of the GWC- California Department of Fish and Wildlife. The mitigation plan will include measures to mitigate the loss of vernal barley and will outline the location and ownership of the mitigation area, transplanting and /or seed collection, and propagation methodology as well as addressing any contingency plans to be used. Methods used may include, but not be Limited to, the fallowing methods. The vernal barley seed wifl be collected prior to project commencement for use in the seed mix for coastal sage scrub /native grassland restoration areas. The receiver sites will support clay soils and other conditions suitable for vernal barley. In addition, where feasible, clay soils will be salvaged from the project site and appropriately transported to restoration areas to provide a seed bank. A qualified biologistwill identify an appropriate offsite conservation area within the local watershed that will accept the seed for broadcasting within a suitable and comparablye sized receptor site until a 1:1 ratio is met, The qualified biologist will be responsible for locating the offsite conservation area and ensuring the restoration of the impacted vernal barley at the offsite conservation area. Mitigation Measure BIO -3: Prior to Issuance of grading and building permits, the applicantwiU retain a qualified biologist to conduct preconstruction nesting bird surveys prior to removal, trimming, or any othertree ^^ li related activities that will occur within breeding /nesting season (February 15 through September IS). Prior to commencement of tree related activities during this timefr•arrte, a qualified biologist will perform a preconstruction survey to determine whether nests are present in or around the proposed project area. If a nest is found, an appropriate bufferwill be established by the qualified biologist. No construction or other activities will be allowed to occur within the buffer until the young have fledged or the nest becomes inactive. The The Met at South Coast 3-4 March 2015 Addendum 75A -82 City of Santa Ana Chapter 3. Environmental Impact Analysis results of the preconstruction nesting bird survey will be provided to the City of Santa Ana Planning Manager, prior to issuance of grading permits. Mitigation Measure T3T0.4: Prior to issuance of grading and building permits, the project applicant will retain a qualified biologist to prepare a wetland mitigation plan, The mitigation plan will be subject to the approval of the Santa Ana 4` QGB Regional Water Quality Control Board. The mitigation plan will include measures to mitigate the loss of 0;021 acre of wetland, which may include creation of new wetland areas or enhancement of existing wetland or non - wetland jurisdictional waters at minimum 2:1 ratio. Creation or enhancement maybe conducted through an approved in -lieu fee program, such as those provided by the Santa Ana Watershed Association, The applicant will process requests foe applicable permits from the appropriate jurisdictional agencies. All permit requirements and conditions of permit approval will be implemented as part of the project. 3.2.3 Geology and Soils The Met TS /MND found that the previous project would result in less - than - significant impacts after implementation of mitigation related to seismic ground shaking, seismic - related ground failure, unstable soils, and expansive soils. No impacts or less - than - significant Impacts were found to occur related to earthquake fault rupture, landslides, erosion, and septic tanks, The major geologic constraints on the project site Include its location within a seismically active region and fairly close to several major active faults, and its susceptibility to ground failure as a result of liquefaction and unstable and expansive soils. Changes to project features, such as increasing the total number of acres developed and buildings' constructed and decreasing the amount of grading required, would not increase the severity of these impacts. Furthermore, the proposed project would be required to implement all mitigation measures as proposed in The Met IS /MND, which are listed below. No additional or new significant impacts that were not previously addressed in The Met IS /MND have been identified, and the proposed project would not represent a substantial change from the previous conclusions in The Met IS /MND. Applicable Mitigation Measures Mitigation Measure G130 -1: Prior to the issuance of grading or building permits, a design -level geotechnical investigation will be prepared by the project applicant and submitted to the City of Santa Ana Planning and Building Agency for review and confirmation that the proposed development fully complies with the California Building Code. The report will address potential seismic hazards such as groundshaking and liquefaction. The report will identify building techniques appropriate to minimize seismic damage. All design criteria and specifications set forth In the geotechnical report will be implemented as a condition of project approval. At a minimum, the design level geotechnical report will include the following: • Project design capable of withstanding seismic hazards associated with sarong ground motions, liquefaction, seismicaliy induced settlement, and expansive soils. • Earthwork procedures to address subsurface conditions (e.g., high groundwater conditions, soil composition, expansive and corrosive soils) including removal, moisture conditioning, and compaction. Tile Met at 50ntn Coast March 2615 Addendum 75A -83 City of Santa Ana Chapter 3. Environmental Impact Analysis • Procedures and engineered designs related to site grading, densification of subsurface soils, shallow and deep foundations, retaining walls, lateral loads, flexible pavements, and drainage. • Foundations, soils preparations, and slabs design to resist the effects of the expansive soils. • Where the project extends below the groundwater level, a mat foundation designed to resist hydrostatic pressures will be used to support tine building. The mat foundation and exterior walls will be water proofed and designed to resist hydrostatic uplift forces date to shallow groundwater and settlement of soils due to groundwater or seismic related movement. • Recommendations regarding appropriate foundation design, including type arid depth of foundation footings, bearing pressure, and lateral loads. 3.2.4 Greenhouse Gas Emissions The Met IS /MND found that the previous project would result in less- than- siginificantimpacts after implementation of rriitigation related to the generation. of greenhouse gas [GHG) emissions. Less- than-significant impacts were found to occur related to conflicts with all applicable plan, policy, or regulation adopted for the purpose of reducing GHG emissions. As discussed in The Met IS /MND, construction of the previous projectwould generate GHG emissions through the use of on -site heavy -duty construction equipment and off -site vehicle trips generated byconstruction workers as well as haul /delivery trucks that travel to and from the project site. Mobile source emissions would result from the use of construction equipment such as graders, scrapers, bulldozers, wheeled loaders, and cranes. Operational emissions would be generated by mobile, energy, waste, andwater consumption sources. The proposed projectwould also generate construction and operational GHG emissions that are expected to be similar, if not lower, as a result of shortening the construction phase from 22 months to 12 months and decreasing the amount of excavation required from 144,895 cubic yards to 34,000 cubic, yards. Therefore, the proposed project's contribution to GHG emissions would not exceed the amount previously analyzed and disclosed in The Met IS /MND. Furthermore, the proposed projectwould be required to implement all mitigation measures as proposed in The Met IS /MND, which are listed below. No additional or new significant impacts that were not previously addressed in The Met IS /MND have been identified, and the proposed projectwould not representa substantial change from the previous conclusions in The Met IS /MND. Mitigation Measure GHG -1; Prior to the issuance of building permits, the project applicant will prepare a recycling /solid waste reduction plan that includes equal provisions for both recyclinge and solid waste facilities and provides recycliIIge and solid waste disposal services that are consistent with Municipal Code Section 1.6 -37. This plan is subject to review and approval by the City of Santa Ana Public Works Agency. The City will ensure that the proposed project includes a recycling /solid waste reduction program that can achieve a minimum reduction of 50 percent by volume. Mitigation Measure GHG -2: Prior to the issuance of building permits, the City of Santa Ana Planning and Building Agency will ensure that the proposed project incorporates energy conservation measures in Title 24's 2008 Building Energy Efficiency Standards into the design of the The Meta[ South Coast 36 Addendum 75A -84 City of Santa Ana Chapter 3. Environmental Impact Analysis proposed project that exceed mandatory requirements, and may include, but will not be limited to, the following: • Building form and orientation will maximize use of natural lighting. • Indoor /outdoor lighting will apply energy etfieiertttechnolo,gles, • Insulation and window glazing will minimize heat transfers to regulate internal temperatures. Building envelope and internal layout will be designed for efficient insulation, headng, and cooling of space. Hot water systems will Incorporate the latest technologies, s installation of efficient heating, ventilation, and air conditioning (FIVAC) units will minimize energy demands. Mitigation Measure GHG -3: Prior to the issuance of building permits, the City of Santa Ana Planning and Building Agency will ensure that the proposed project incorporates water conservation measures that may include, but will not be limited to, the following: • Use water- efficient landscaping, including drought tolerant, native, and appropriate climate zone species. Incorporate efficient irrigation systems, including drip, micrornisters, and smart irrigation controls. o Minimize the use of turf grass, and limit it to the athletic fields and smaller portions of the passive park areas. • Reduce potable water demands by installing water - conserving fixtures (low -flow faucets, toilets, urinals, etc.). 3.2.5 Noise The Met IS /MND found that the previous project would result in less - than - significant impacts after mplementation of mitigation related to generation of noise levels in excess of established standards and substantial temporary or periodic increases in ambient noise levels in the project vicinity, No impacts or less- than - significant Impacts were found to occur related to groundborne vibration, permanent increases in ambient noise levels, and being located within an airport land use plan or in the vicinity of a private airstrip. As a result of the proposed project's minor modifications to project elements, such as an increase in the numberof buildings constructed and a decrease in the amount of grading and construction duration, impacts are expected to be similar to those analyzed and disclosed in The Met IS /MND• Furtheranore, the proposed project would be required to implement all mitigation measures as proposed in The Met IS /MND, which are listed below. No additional or new significant impacts that were not previously addressed in The Met iS /MND have been identified, and the proposed project would not represent a substantial change from the previous conclusions in The Met IS /MND. Applicable Mitigation Measures Mitigation Measure N01 -1: To reduce construction noise generated by the proposed project, the City will ensure that the contractor will implement the following measures: The Mee at south Coast March 2015 Addendum 3.7 75A -85 City of Santa Ana Chapter 3. Environmental Impact Analysis • All mobile or fixed noise- producing equipment used on the project that is regulated for noise output by a local, state, or federal agency will comply with such regulation while in the course of project activity, • Electrically powered equipment will be used instead of pneumatic or internal combustion powered equipment, where feasible, • Material stockpiles and mobile equipment staging, parting, and maintenance areas will be located as far as practicable from noise - sensitive receptors. • The use of noise- producing signals, including horns, whistles, alarms, and bells, will be for safety warning purposes only. • The onsite construction supervisor will have the responsibility and authority to receive and resolve noise complaints. A clear appeal process to the City will be established prior to construction commencement that will allow for resolution of noise problems that cannot be immediately solved by the site supervisor, • Construction signs will be posted at the project site Identifying a contact name and phone - numberto register noise complaints. Mitigation Measure N01 -2: First row residential units within the project that face MacArthur Boulevard with planned exterior uses, such as balconies, will be provided with noise reduction barriers. Such barriers will provide a minimum noise transmission loss of 20 decibels 49. Mitigation Measure NOi -3: Air conditioning systems will be provided for all residential units that face MacArthur Boulevard to ensure that doors and windows can remain closed for prolonged periods of time. Mitigation Measure N01.4: All residential units that face MacArthur Boulevard will be fitted with acoustically rated windows (minimum Sound Transmission Class rating of 35) to reduce exterior /interior noise transmission, Additionally, any residential doors with a direct exposure to MacArthur Boulevard will meet a minimum 5tad Transmissinn Class &TG rating of 35 and be fitted with tight, seats, and vents and ventilation openings will be designed to ensure that the interior noise levels of the habitable rooms do not exceed 45 A- weighted decibels (dBA) community noise, gsluivalent level (level CNEL). Mitigation Measure N01.5: During design all residential units located within the 65 dBA CNEL content, for SR -55 and along MaCArthur$oulevard will be designed with insulation (minimum Sound Transmission Class rating of 35) to reduce traffic noise to the greatest extent practicable. 3.2.6 Public Services The Met IS /MND Found that the previous project would result in less- than - significant impacts after implementation of mitigation related to school services. Less- than - significant impacts were found to occur related to Fire and police protection services, parks, and other public facilities. As the proposed project would not increase the amount of units developed or the number of residents or students generated, impacts would be the same as those previously analyzed and disclosed in 'The Met IS /MND.Furthermore, the proposed project would be required to implement all mitigation measures as proposed in The Met IS /MND, which are listed below. No additional or new significant impacts that were not previously addressed in The Met IS /MND have been The Met at South Coast 8 March 20I5 Addendum 75A -86 City of Santa Ana Chapter 3. Environmental Impact Analysis identified, and the proposed project would not represent a substantial change front the previous conclusions in The Met IS /MND. Applicable Mitigation Measures Mitigation Measure PS -1: Consistent with City, Santa Ana Unified School DiatrlctSAUSD, and California Government Code Section 65995 requirements, the project applicantwill pay statutory school fees prior to issuance of building permits. The school fees paid will be those that are in effect at the time of receipt of building permits. 3.2.6 Traffic The Met IS /MND found that the previous project would result in less- than - significant impacts after Implementation of mitigation related to conflicts with an applicable plan and substantially increasing hazards because of a project design feature. No impacts or less - than - significant impacts were found to occur related to an applicable congestion management program, changes in air traffic patterns, inadequate emergency access, and conflicts with adopted policies regarding public transit, bicycle, or pedestrian facilities. Although the proposed project Includes minor modifications to project elements, such as shortening the construction schedule and moving access to the parking garage to via the shared driveway between the project site and the parking structure to the east, impacts are expected to be similar to those analyzed and disclosed in The Met IS /MND. Furthermore, the proposed projectwould be required to implement all mitigation measures as proposed in The Met IS /MND, which are listed below, No additional or new significant impacts that were not previously addressed in The Met IS /MND have been identified, and the proposed projectwould not representa substantial change from the previous conclusions in The Met IS /MND, Applicable Mitigation Measures Mitigation Measure TR•1: Prior to issuance of construction permits, the project applicant will develop a Construction Management Plan in coordination with the City of Santa Ana Traffic Engineer to address the following issues: • Designate traffic control for any street closure, detour, or other disruption to traffic circulation. • Identify the routes that construction vehicles will utilize for the delivery of construction materials (i.e., lumber, dies, piping, windows), to access the site, traffic controls and detours, and proposed construction phasing plan for the project. 0 Specify the hours during which transport activities can occur and methods to mitigate construction - related impacts to adjacent streets. • Require the contractor to keep all haul routes clean and free of debris including but not limited to gravel and dirt as a result of its operations. The applicant will clean adjacent streets, as directed by the City Traffic Engineer (ora representative of the City Traffic Engineer), of any material which may have been spilled, tracked, or blown onto adjacent streets or areas. Allow hauling or transport of oversize loads between the hours of 9:00 AM and 2:00 PM only, Monday through Friday, unless approved otherwise by the City Traffic Engineer. No hauling or transport will lie allowed during nighttime hours, weekends, or federal holidays. The Met at Somh Coast March 2015 Addendum '3 -g 75A -87 City of Santa Ana • Prohibit use of local streets. Chapter 3. Environmental Impact Analysis • Require haul trucks entering or exiting public streets to yield to public traffic. + Provide a flag person at the intersection of First American Way and First American Way (i.e., first location immediately east of the project site) to ensure that vehicle conflicts between haul trucks and all other vehicles are minimized. • Require that if hauling operations cause any damage to existing pavement, street, curb, and /or gutter along the haul route, the applicant will be fully responsible for repairs. The repairs will be completed to the satisfaction of the City Traffic Engineer. • Require all constructed - related parking and staging of vehicles to be kept out of the adjacent public roadways and instead be kept on site. • Meet the standards established in the current California Manual on Uniform Traffic Control Device (MUTCD) as well as City of Santa Ana requirements. Mitigation Measure TR -2: Prior to issuance of occupancy permits, the project applicant will be responsible for the installation of a stop sign and stop bar (stop line on the pavement) at the project driveway on First American Way. Turning movements will be restricted to "right -turn in /right -turn out' only. The stop sign and stop bar will be Identified in the projects plan check submittal documentation. the Met at South Coast 3 -10 March 2015 Addendum 75A -88 Chapter 4 References Printed References California Native Plant Society (CNPS). 2011. inventory of Rare and Endangered Plants (online edition, v7 -11). Sacramento, CA. Accessed: August 2011., 1CF International. 2011, Biological Resources and Jurisdictional Delineation Report for The Metat South Coast Project Site, City of Santa Ana, Orange County, California. September, Irvine, CA. The Met at South Coast March 2015 Addendurn 75A -89 Appendix A Environmental Checklist 1 AESTHETICS Would the project: a) Have a substantial adverse effect on a scenic vista? b) Substantially damage scenic resources, including, but not limited to, trees, rock outcroppings, and historic buildings within a State scenic highway? c) Substantially degrade the existing visual character or quality of the site and its surroundings? d) Create a new source of substantial light or glare which would adversely affect day or nighttime views to the area? 2 AGRICULTURE AND FORESTRY RESOURCES In determining whether impacts to agricultural resources are significant environmental effects, lead agencies may refer to the California Agricultural Land Evaluation and Site Assessment Model( t997) prepared by the California Dept. of Conseivatlon as an optional model to use In assessing impacts on agriculture and farmland. In determining whether Imoacts to forest resources, including timberland, are significant environmental effects, lead agencies may refer to information compiled by the California Department of Forestry and Fire Protection regarding the state's Inventory of forest land, Including the Forest and Range Assessment Project and the Forest Legacy Assessment project; and forest carbon measurement molhodology provided in Forest Protocols adopted by the California Air Resources Board. Would the project: a) Convert Prime Farmland, Unique Farmland, or Farmland of Statewide importance (Farmland), as shown on the maps prepared pursuant to the Farmland Mapping and Monitoring Program of the California Resources Agency, to non- agricultural use? b) Conflict with existing zoning for agricultural use, or a Williamson Act contract? the Met at South Coast A-1 March 2015 Addendum 75A -90 CFj C CN `p id da C N_ z 3 C M ISSUES: NUn z= z5 zzKN jELL 1 AESTHETICS Would the project: a) Have a substantial adverse effect on a scenic vista? b) Substantially damage scenic resources, including, but not limited to, trees, rock outcroppings, and historic buildings within a State scenic highway? c) Substantially degrade the existing visual character or quality of the site and its surroundings? d) Create a new source of substantial light or glare which would adversely affect day or nighttime views to the area? 2 AGRICULTURE AND FORESTRY RESOURCES In determining whether impacts to agricultural resources are significant environmental effects, lead agencies may refer to the California Agricultural Land Evaluation and Site Assessment Model( t997) prepared by the California Dept. of Conseivatlon as an optional model to use In assessing impacts on agriculture and farmland. In determining whether Imoacts to forest resources, including timberland, are significant environmental effects, lead agencies may refer to information compiled by the California Department of Forestry and Fire Protection regarding the state's Inventory of forest land, Including the Forest and Range Assessment Project and the Forest Legacy Assessment project; and forest carbon measurement molhodology provided in Forest Protocols adopted by the California Air Resources Board. Would the project: a) Convert Prime Farmland, Unique Farmland, or Farmland of Statewide importance (Farmland), as shown on the maps prepared pursuant to the Farmland Mapping and Monitoring Program of the California Resources Agency, to non- agricultural use? b) Conflict with existing zoning for agricultural use, or a Williamson Act contract? the Met at South Coast A-1 March 2015 Addendum 75A -90 City of Santa Ana . Appendix A. Environmental Checklist way C E N a® cZ m N U P eCa ISSUES: y ¢ — c) Conflict with existing zoning far, or cause v2 Lm rezoning of, forest land (as defined In Public CPY^ VI N'Y Resources Code section 12220(8)), timberland (as defined by Public Resources yry,a Code section 4526), or timberland zoned E} Timberland Production (as defined by p Government Code section 51104(g))? d) Result in the loss of forest land or conversion of forest land to non-forest use? e) Result In the loss of forest land or conversion of forest land to non - forest use? Appendix A. Environmental Checklist • 3 AIR QUALITY Where available, the significance critere established by the applicable air quality management or air pollution control district may be relied upon to make the following determinations. Would the project: a) Conflict with or obstruct implementation of the applicable air quality plan? b) Violate any air quality standard or contribute substantially to an existing or projected air quality violation? c) Result in a cumulatively considerable net Increase of any crhorla pollutant for which the project region is non - attainment under an applicable federal or state ambient air quality standard (Including releasing emissions which exceed quantitative thresholds for ozone precursors)? d) Expose sensitive receptors to substantial pollutant concentrations? e) Create objectionable odor affecting a substantial number of people? 4 BIOLOGICAL RESOURCES Would the project: a) Have a substantial adverse effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special status species in local e or regional plans, policies, or regulations, or by the California Department of Fish and Game or U.S. Fish and Wildlife Service? The Met at South Coast Addendum A -2 75A -91 way C E N 2 v2 Lm Cy CPY^ VI N'Y M yry,a E} p • 3 AIR QUALITY Where available, the significance critere established by the applicable air quality management or air pollution control district may be relied upon to make the following determinations. Would the project: a) Conflict with or obstruct implementation of the applicable air quality plan? b) Violate any air quality standard or contribute substantially to an existing or projected air quality violation? c) Result in a cumulatively considerable net Increase of any crhorla pollutant for which the project region is non - attainment under an applicable federal or state ambient air quality standard (Including releasing emissions which exceed quantitative thresholds for ozone precursors)? d) Expose sensitive receptors to substantial pollutant concentrations? e) Create objectionable odor affecting a substantial number of people? 4 BIOLOGICAL RESOURCES Would the project: a) Have a substantial adverse effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special status species in local e or regional plans, policies, or regulations, or by the California Department of Fish and Game or U.S. Fish and Wildlife Service? The Met at South Coast Addendum A -2 75A -91 City of Santa Ana Appendix A. Environmental Checklist The Metal Scott) Coast A-3 March 2015 . Addendum 75A -92 ISSUES: w ot,S m ink for n,cy s o F K 'Fm IE m 2 inz� InU� 'GC rn c Em c= c�m$ E u EaH ;N 3 a Z 6 N , ZZQ.EnE c c U 8�� w 0 m m E b) Have a substantiat adverse effect on any riparian habitat or other sensitive natural community identified In local or regional plans, policies, and regulations or by the + California Department of Fish and Game or U. 5, Fish and Wildlife Service? c) Have a substantial adverse effect on federally protected wetlands as defined by Section 404 of the Clean Water Act (including, but not limited to, marsh, vernal + pool, coastal, etc.) through direct removal, filling, hydrological interruption, or other ',.. means? d) '', Interfere substantially with the movement of ".. '.. any native resident or migratory fish or wildlife species or with established native !. resident or migratory wildlife corridors, or impede the use of native wildlife nursery sites? a) Conflict with any local policies or ordinances protecting biological. resources, such as a tree preservation policy or + ordinances? f) Conflict with the provisions of an adopted Habitat Conservation Plan, Natural Community Conservation Plan, or other approved local, regional, or state habitat conservation plan? 5 CULTURAL RESOURCES Would the project: a) Cause a substantial adverse change In the significance of a historical resource as defined in § 15064.5? a) Cause a substantial adverse change In the significance of an archaeological resource pursuant to § 15064.5? c) Directly or indirectly destroy a unique paleontological resource or site or unique geologic feature? d) Disturb any human remains, Including those Interred outside of formal cemeteries? The Metal Scott) Coast A-3 March 2015 . Addendum 75A -92 City of Santa Ana MUM G GEOLOGY AND SOILS Would the project: a) Expose people or structures to potential substantial adverse effects, Including the risk of loss, injury, or death Involving: 1) Rupture of a known earthquake fault, as delineated on the most recent Alquist - Priolo Earthquake Fault Zoning Map Issued by the State Geologist for the area or based on other substantial evidence of a known fault? it) Strong seismic ground shaking? fit) Seismic - related ground failure, including liquefaction? iv) Landslides? b) Result In substantial soil erosion or the loss of topsoil? c) Be located on a geologic unit or soil that Is unstable, or that would become unstable as a result of the project, and potentially result in on- or off -site landslide, lateral spreading, subsidence, liquefaction or collapse? d) Be located on expansive soil, as defined in Table 18.1 -B of the Uniform Building Code (1994), creating substantial risks to life or property? e) Have soils incapable of adequately supporting the use of septic tanks or alternative waste water disposal systems where sewers are not available for the disposal of waste water? 7 GREENHOUSE GAS EMISSIONS Would the project: a) Generate greenhouse gas emissions, either directly or indirectly, that may have a significant impact on the environment? b) Conflict with an applicable plan, policy or regulation adopted for the purpose of reducing the emissions of greenhouse gases? Appendix A. Environmental Checklist d rnp m c rn EE aq r�� ar a c °CE °Yi'.a 1 g zec 3§ zzaiiE g mui a s s a The Met at South Coast March 2015 Addendum A-4 75A -93 City of Santa. Ana Appendix A. Environmental Checklist V c9 0.D cud 7$ 5. 'E} vu aF o K E ii our �a9 VN appe 21 L �•C �) N C�� LD N O N RN Oy 2 m r`Ou .P LAS .P r'ziU NON AJG &�' L� 61�Ym N E 4W'N Z Z s ZZC,N y 6 ISSUES: Nrca NUY �6LL 8 HAZARDS AND HAZARDOUS MATERIALS Would the project: a) Create a significant hazard to the public or the environment through the routine transport, use, or disposal of hazardous materials? b) Create a significant hazard to the public or the environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials Into the environment? G) Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste within on"uarter mile of an existing or proposed school? d) Be located on a site which is included on a list of hazardous materials sites compiled pursuant to Government Code Section 65962.5 and, as a. result, would it create a significant hazard to the public or the environment? e) For a project located within an airport land use plan, or where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project result In a safety hazard for people residing or working in the project area? f) For a project within the vicinity of a private airstrip, would the project result in a safety hazard for people residing or working in the project area? g) Impair Implementation of or physically interfere with an adopted emergency response plan or emergency evacuation plan? h) Expose people or structures to a significant risk of loss, injury or death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are intermixed with wildlands? 0 The Met at South Coast A-5 March 2015 Addendum 75A -94 City of Santa Ana Appendix A. Environmental checklist The Met at South Coast March NOES Addendum A-6 75A -95 e a e z C $ E g m rnwo e C N 6 Ile Issues: F y z.S zP 2x4¢%n yis2 r'n ii i4 9 HYDROLOGY AND WATER QUALITY Would the project: a) Violate any water quality standards or waste discharge requirements? ° b) Substantially deplete groundwater supplies or Interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table level (e.g. the '... o production rate of pre- existing nearby wells would drop to a level which would not '... support existing land uses or planned uses '.. for which permits have been granted)? c) i Substantially alter the existing drainage pattern of the site or area, including through', the alteration of the course of a stream or river, . in a manner which would result in substantial erosion or siltation on- or off- site? d) Substantially alter the existing drainage I pattern of the site or area, including through the alteration of the course of a stream or river, or substantially increase the rate or amount of surface runoff in a manner in which would result in flooding on- or off- site? a) Create or contribute runoff water which would exceed the capacity of existing or planned stonnwater drainage systems or provide substantial additional sources of polluted runoff? I) Otherwise substantially degrade water quality? gY Place housing within a 106 -year flood hazard area as mapped on federal Flood Hazard Boundary or Flood Insurance Rate ° Map or other flood hazard delineation map? h) Place within a i 60 -year flood hazard area structures which would Impede or redirect flood flows? 1) Expose people or structures to a significant risk of loss, injury or death involving flooding, including flooding as aresult of the ° failure of a levee or dam? The Met at South Coast March NOES Addendum A-6 75A -95 City of Santa Ana Appendix A. Envlronmemal Checklist 90 LAND USE AND PLANNING Would the project: a) Physically divide an established community? b) Conflict with any applicable land use plan, policy, or regulation of an agency with jurisdiction over the project (including, but not limited to the general plan, speck plan, local coastal program, or zoning ordinance) adopted for the purpose of avoiding or mitigating an environmental effect? �) l Conflict with any applicable habitat conservation plan or natural community conservation plan? II MINERAL RESOURCES Would the project: a) Result in the loss of availability of a known mineral resource that would be of value to the region and the residents of the state? b) Result in the loss of availability of a locally - important mineral resource recovery site delineated on a local general plan, specific plan or other land use plan? 12 NOISE Would the project result In: aj Exposure of persons to or generation of noise levels in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies? b) Exposure of persons to or generation of excessive groundbome vibration or groundborne noise levels? c) A substantially permanent Increase In ambient noise levels in the project vicinity above levels existing without the project? n 0 r a The Met at South Coast A-7 March 2015 Addenduru 75A -96 m a M1Z 1Y ,2 d 0 p > a = a c pcn eaa o0 ov o� a9mtt rv� y a�tt.E Z ainm p.mgm cut3 CGO G1N V! CS' �p 6^�NIC �'Z6 yy 5.42ie� `p2 3i vri' m aE ISSUES: ,a�� K mum Z 1 T) r-- - jj Inundation by selche, tsunami, or mudflow? i 90 LAND USE AND PLANNING Would the project: a) Physically divide an established community? b) Conflict with any applicable land use plan, policy, or regulation of an agency with jurisdiction over the project (including, but not limited to the general plan, speck plan, local coastal program, or zoning ordinance) adopted for the purpose of avoiding or mitigating an environmental effect? �) l Conflict with any applicable habitat conservation plan or natural community conservation plan? II MINERAL RESOURCES Would the project: a) Result in the loss of availability of a known mineral resource that would be of value to the region and the residents of the state? b) Result in the loss of availability of a locally - important mineral resource recovery site delineated on a local general plan, specific plan or other land use plan? 12 NOISE Would the project result In: aj Exposure of persons to or generation of noise levels in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies? b) Exposure of persons to or generation of excessive groundbome vibration or groundborne noise levels? c) A substantially permanent Increase In ambient noise levels in the project vicinity above levels existing without the project? n 0 r a The Met at South Coast A-7 March 2015 Addenduru 75A -96 City of Santa Ana Appendix A. Environmental Checklist 13 POPULATION AND HOUSING Would the project: a) Induce substantial population growth in an area, either directly (for example, by proposing new homes and businesses) or indirectly (for example, through extension of roads or other infrastructure)? b) Displace substantial numbers of existing housing, necessitating the construction of replacement housing elsewhere? c) Displace substantial numbers of people, necessitating the construction of replacement housing elsewhere? 14 PUBLIC SERVICES Would the project: a) Result in substantial adverse physical Impacts associated with the provision of new or physically altered governmental facilities, need for new or physically altered governmental facilities, the construction of which could cause significant environmental impacts, in order to maintain acceptable service ratios, response times or other performance objectives for any of the following public services: 1) Fire protection? ii) Police protection? a r The Met at South Coast Addendum AS 75A -97 Sz c Z� E a WWI C O vS eel f7 r e u C p Gg V1C �6 issues: �'n�a yug °zl c a Ew d) 'A substantial temporary or periodic increase' In ambient noise levels in the project vicinity s above levels existing without the project? a) For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project expose people residing or working in the project area to excessive noise levels? f) For a project within the vicinity of a private airstrip, would the project expose people residing or working In the project area to excessive noise levels? 13 POPULATION AND HOUSING Would the project: a) Induce substantial population growth in an area, either directly (for example, by proposing new homes and businesses) or indirectly (for example, through extension of roads or other infrastructure)? b) Displace substantial numbers of existing housing, necessitating the construction of replacement housing elsewhere? c) Displace substantial numbers of people, necessitating the construction of replacement housing elsewhere? 14 PUBLIC SERVICES Would the project: a) Result in substantial adverse physical Impacts associated with the provision of new or physically altered governmental facilities, need for new or physically altered governmental facilities, the construction of which could cause significant environmental impacts, in order to maintain acceptable service ratios, response times or other performance objectives for any of the following public services: 1) Fire protection? ii) Police protection? a r The Met at South Coast Addendum AS 75A -97 City of Santa Ana Appendix A. Environmental Checklist 15 RECREATION Would the project: a) Increase the use of existing neighborhood and regional parks or other recreational facilities . such that substantial physical deterioration of the facility would occur or be accelerated? b) Does the project include recreational facilities or require the construction or expansion of recreational facilities which might have an adverse physical effect on the environment? 16 TRANSPORTATION Would the project: a) Conflict with an applicable plan, ordinance or policy establishing measures of effectiveness for the performance of the circulation system, taking into account all modes of transportation including mass transit and non - motorized travel and relevant components of the circulation system, including but not limited to intersections, streets, highways and freeways, pedestrian and bicycle paths, and mass transit? b) Conflict with an applicable congestion management program, Including, but not limited to level of service standards and travel demand measures, or other standards established by the county congestion management agency for designated roads or highways? c) Result in a change in air traffic patterns, including either an increase in traffic levels or a change In location that results in substantial safety risks? The Met at South Coast Addendum A -9 75A -98 e y m m a O c Na v� NG .Sgo 6 K� C am 9 ry �!-° , Nc eE C bri°' c�a rte. tmr �} E °mw� m �� pv Lam O wBl a vEy wC. mdb N a Cpl GibN('q EH CO 4y"NW .aCjd Z IS ISSUES:' ill) Schools? iv) Parks ?_. v) Other public facilities? 15 RECREATION Would the project: a) Increase the use of existing neighborhood and regional parks or other recreational facilities . such that substantial physical deterioration of the facility would occur or be accelerated? b) Does the project include recreational facilities or require the construction or expansion of recreational facilities which might have an adverse physical effect on the environment? 16 TRANSPORTATION Would the project: a) Conflict with an applicable plan, ordinance or policy establishing measures of effectiveness for the performance of the circulation system, taking into account all modes of transportation including mass transit and non - motorized travel and relevant components of the circulation system, including but not limited to intersections, streets, highways and freeways, pedestrian and bicycle paths, and mass transit? b) Conflict with an applicable congestion management program, Including, but not limited to level of service standards and travel demand measures, or other standards established by the county congestion management agency for designated roads or highways? c) Result in a change in air traffic patterns, including either an increase in traffic levels or a change In location that results in substantial safety risks? The Met at South Coast Addendum A -9 75A -98 e City of Santa Ana 17 UTILITIES AND SERVICE SYSTEMS Would the project: a) Exceed wastewater treatment requirements of the applicable Regional Water Quality Control Board? b) Require or result In the construction of new water or wastewater treatment facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? c) Require or result in the construction of new storm water drainage facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? d) Have sufficient water supplies available to serve the project from existing entitlements and resources, or are new or expanded entitlements needed? e) Result in a determination by the wastewater treatment provider which serves or may serve the project that it has adequate capacity to serve the project's projected demand in addition to the provider's existing commitments? n Be served by a landfill with sufficient permitted capacity to accommodate the project's solid waste disposal needs? g) Comply with federal, state, and local statutes and regulations related to solid waste? The Met at South Coast A -10 Addendurn Appendix A. Environmental Checklist ac cZd z e m Lim CS, U�a o�gg CC2 .P b ISSUES: d) Substantially increase hazards due to a design feature (e.g., sharp curves or dangerous intersections) or Incompatible uses (e.g., farm equipment)? e) Result in inadequate emergency access? f) Conflict with adopted policies, plans, or 0 0 programs regarding public transit, bicycle, .QN or pedestrian facilities, or otherwise .°. AC decrease the performance or safety of such ''.. N facilities? E n 17 UTILITIES AND SERVICE SYSTEMS Would the project: a) Exceed wastewater treatment requirements of the applicable Regional Water Quality Control Board? b) Require or result In the construction of new water or wastewater treatment facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? c) Require or result in the construction of new storm water drainage facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? d) Have sufficient water supplies available to serve the project from existing entitlements and resources, or are new or expanded entitlements needed? e) Result in a determination by the wastewater treatment provider which serves or may serve the project that it has adequate capacity to serve the project's projected demand in addition to the provider's existing commitments? n Be served by a landfill with sufficient permitted capacity to accommodate the project's solid waste disposal needs? g) Comply with federal, state, and local statutes and regulations related to solid waste? The Met at South Coast A -10 Addendurn Appendix A. Environmental Checklist 75A -99 r r r M r March 2015 g M C n z e m Lim CS, o�gg 0 0 rAZ .QN S .°. AC �OS N em E n 5syg tia 32 Z }y�#yy m m E 2 C C 2ZatN r1 E W mom 75A -99 r r r M r March 2015 City of Santa Ana Appendix A. Environmental Checklist The Met at South Coast A-11 March 2015 Addendum 75A -100 ISSUES: i❑ c c,n G OrN CG4 '3y a em c�� �0 �ni C4'OF GG u as youm m OY/1 SN 3z z S m'S mCC wy 'SO ;g J og °ao!9 "SSE O'yd� E2gi� ;•_m z z in ¢ m = •� Q,n "m CADS Ly6 ry4 X{ E'o .] 18 MANDATORY FINDINGS of SIGNIFICANCE a) Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? b) Does the project have Impacts that are individually limited, but cumulatively considerable? ( "Cumulatively considerable" means that the Incremental effects of a project are considerable when viewed In connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects)? c) Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or ' Indirectly? The Met at South Coast A-11 March 2015 Addendum 75A -100 ROM - 04/21/15 ORDINANCE NO. NS -XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN AMENDED DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND LEGADO AT THE MET, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City is authorized pursuant to Government Code Sections 65864 through 65869.5 to enter into development agreements with persons having legal or equitable interests in real property for the purpose of establishing certainty for both City and owner in the development process. B. The City enters into this Amended Development Agreement pursuant to the provisions of the Government Code and applicable City policies. C. The Planning Commission has, following a duly noticed public hearing, on March 23, 2015, recommended approval of this Amended Development Agreement. D. Entering into this Amended Development Agreement would provide the City with extraordinary and significant benefits that are of regional significance, relate to existing deficiencies in public facilities, require the owner of Legado at The Met to contribute a greater percentage of benefits than would otherwise be required, and represent benefits which would not otherwise be required as part of the development process. E. The project and the use that the owner proposes in connection with the property have been extensively reviewed and considered by the City, and such proposed development and use have been found to accommodate the City's recommendations and suggestions in order to protect the public's interest to enhance the desirability of such proposed development and use. The terms and conditions of this Amended Development Agreement have been found to be fair, just and reasonable, and the City has concluded that the pursuit of the Project will serve the interests of the City. Ordinance No. NS -XXX Page 1 of 3 75A -101 F. The City Council has held a noticed public hearing on this Ordinance and has considered all testimony presented thereto. G. Additionally, an addendum to the Mitigated Negative Declaration and Mitigation Monitoring Program, Environmental Review No. 2011 -46, has been approved and certified by this Council by resolution simultaneously with the introduction of this ordinance. K The proposed project will not adversely affect the General Plan, as is expressly set forth in the Request for Council Action dated April 21, 2015, together with all supporting documents, including but not limited to, proposed resolutions, which are incorporated herein by this reference, I. The applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the negligence of the City of Santa Ana. Section 2. The Amended Development Agreement, a true and correct copy of which is attached hereto as Exhibit "A" and incorporated herein by reference, is hereby approved, and the City Manager and Clerk of the Council are authorized to execute it on behalf of the City with such non - substantive changes as may be authorized by the City Manager and City Attorney, The Clerk of the Council is hereby authorized and directed to cause this Development Agreement to be recorded with the County Recorder's Office, Section 3. This ordinance shall not be effective unless and until Resolution No. 2015- is adopted and becomes effective. If said resolution is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then this ordinance shall be null and void and have no further force and effect. Section 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. Ordinance No. NS -XXX Page 2 of 3 75A -102 ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers U1yNy Miguel A. Pulido Mayor 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 75A -103 Ordinance No. NS -XXX Page 3 of 3 75A -104 Exhibit "A" Development Agreement SEE PLANNING COMMISSION STAFF REPORT - EXHIBIT 21 75A -105 75A -106 ROH — 04/21115 RESOLUTION NO. 2015- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING SITE PLAN REVIEW NO. 2015 -02 AS CONDITIONED AND APPROVING AN ADDENDUM TO THE MITIGATED NEGATIVE DECLARATION AND MITIGATION MONITORING PROGRAM, ENVIRONMENTAL REVIEW NO. 2011 -46, FOR THE PROPERTY LOCATED AT 200 EAST FIRST AMERICAN WAY 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. Legado Companies is requesting approval of an amendment to an existing development agreement and site plan review to allow the construction of a multifamily residential project with 284 units at 200 East First American Way. B. The Planning Commission of the City of Santa Ana held a duly noticed public hearing on March 23, 2015, and voted to recommend that the City Council: T. __..___Appr"ov"e" and adopt the " add to the Mitigated Negative Declaration and Mitigation Monitoring Program, Environmental Review No. 2011 -46; and, 2, Adopt a resolution approving Site Plan Review No. 2015 -02 as conditioned; 3. Adopt an ordinance approving amendment to Development Agreement No. 2012 -01 from The Met Development project to Legado at The Met, LLC (DA No. 2015 -01). C. The Applicant is requesting site plan approval for the project (Site Plan Review No, 2015 -02). The zoning designation for the subject property is Specific Development Plan No. 43 (SD -43). Section 41- 593,5(c) of the Santa Ana Municipal Code requires review of all plans within a specific development plan area to ensure the project is in conformity with the Specific Plan. The project has been determined to be in compliance with all applicable development standards outlined within the Specific Resolution No. 2015 -xxx 75A -1 07 Page 1 of 4 Development Plan (SD -43), as well as all applicable parking, landscaping and architectural provisions governing the project. D. The applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the negligence of the City of Santa Ana. Section 2. The City Council has reviewed and considered the information contained in the addendum to the mitigated negative declaration and mitigation monitoring program, Environmental Review No. 2011 -46, prepared with respect to this Project. The City Council has, as a result of its consideration and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act ( "CEQA ") and the State CEQA Guidelines, the addendum to the mitigated negative declaration and mitigation monitoring program adequately addresses the expected environmental impacts of this Project. On the basis of this review, the City Council again finds that there is no evidence from which it can be fairly argued that the Project will have a significant adverse effect on the environment. The City Council hereby certifies and approves the addendum to the mitigated negative declaration and mitigation monitoring program and directs that any necessary Notice of Determination be prepared and filed with the County Clerk of the County of Orange in the manner required by law. Section 3, The City Council of the City of Santa Ana after conducting the public hearing hereby_ app roves: A. Site Plan Review No. 2015 -02 as conditioned in Exhibit "A" attached hereto and incorporated herein; and, B. The addendum to the Mitigated Negative Declaration and Mitigation Monitoring Program, Environmental Review No. 2011 -46, attached as Exhibit "B" hereto and incorporated herein. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Council Action dated April 21, 2015, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. Section 4. This Resolution shall not be effective unless and until Ordinance No. becomes effective. If said ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then this resolution shall be null and void and have no further force and effect. Resolution No. 2015 -xxx Page 2 of 4 75A -108 Section 5. These decisions rendered by the City Council of the City of Santa Ana are final and are subject to judicial review pursuant to California Code of Civil Procedure section 1094.6. The Planning and Building Agency shall give direct notice to the applicant of the Council's decisions and these findings. ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho City AttorngW City AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers 2015 Miguel A. Pulido Mayor 75A -109 Resolution No. 2015 -xxx Page 3 of 4 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2015 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana 75A -110 Resolution No. 2015 -xxx Page 4 of 4 Conditions for Approval for Site Plan Review No. 2015 -02 Site Plan Review No. 2015 -02 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code and all other applicable regulations. The applicant must comply In full with each and every condition listed below prior to exercising the rights conferred by this site plan review approval. The applicant must remain in compliance with all conditions listed below throughout the life of the site plan review approval. Failure to comply with each and every condition may result in the revocation of the site plan review approval. A. Planning Division All proposed improvements must conform to the Site Plan Review approval of DP No. 2014 -19 and the staff report exhibits unless noted otherwise below. 2. Any amendment to this site plan must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or the Site Plan Review must be amended. 3. Landscaping, once installed, shall be maintained per the approved landscape plan. After project occupancy, landscaping is to be maintained to include the minimum level of plant materials installed at the time of occupancy and per the approved 4. A Parking Management Plan documenting how the tandem parking stalls along with other parking operation will function must be submitted and approved prior to submittal into building plan check. The project shall incorporate on -site professional property management for the residential component. Prior to submittal into building plan check, detailed elevations, including revisions to the courtyard /interior elevations, shall be submitted to include exterior finishes, materials, and colors subject to approval of the Planning Division. All parking for the project shall be made available free of charge. Two assigned parking spaces per dwelling unit shall be provided. 8. A Public Art Plan which proposes a specific work(s) of art for a specific location(s) shall be submitted to the Planning Commission for review and approval. All public art approved by the Planning Commission shall be completely installed prior to the issuance of a certificate of occupancy for the project. Exhibit "A" 75A -111 SPR NO. 2015-02 APRIL 21, 2015 PAGE 2 OF 6 9. A detailed landscape plan must be reviewed and approved prior to issuance of any building permits. In addition to the landscaping palette, the plan shall include details on the hardscape design, lighting concepts and outdoor furniture. At a minimum, the project shall incorporate the amount and size of landscaping as shown on the preliminary landscape plan. The exact specifications for these items are subject to the review and approval of the Planning Division. 10. After project occupancy, landscaping is to be maintained to include the minimum level of plant materials installed at the time of occupancy as required by the approved plans. 11. A detailed amenity plan must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the hardscape design, lighting concepts and outdoor furniture for all common amenity areas as well as an installation plan. The exact specifications for these items are subject to the review and approval of the Planning Commission. The amenity areas and common courtyards shall be maintained in the same condition as installed at the time of occupancy. 12. A detailed water feature plan must be reviewed and approved prior to issuance of any building permits. The plan shall include a minimum of one water feature within — - -- each - public — plaza, — interior - courtyard /pool- deepand- include elevations, -- hardscape design, lighting concepts and an installation plan. The exact specifications for these items are subject to review and approval of the Planning Division. The water feature(s) shall be maintained in the same condition as installed at the time of occupancy. 13. At a minimum, the following items must be included as exterior amenities for the development: bike racks, enhanced paving on the walkways, an outdoor fireplace, barbeque and a pool on the amenity deck. The exact specifications for these items are subject to the review and approval of the Planning Division. 14. An interior building amenity plan of the Community Room must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the various finishes and equipment to be provided in these rooms. The exact specifications for these items are subject to the review and approval of the Planning Division. Exhibit "A" 75A -112 SPR NO. 2015-02 APRIL 21, 2015 PAGE 3 OF 6 15. The following items must be included as interior amenities within the common areas: granite counter tops, hardwood flooring or equivalent, and gas fireplaces. The exact specifications for these items are subject to the review and approval of the Planning Division. 16. The following items must be included as interior amenities within each unit: granite counter tops or equivalent, hardwood flooring or equivalent, General Electric Monogram appliances or equivalent, tiled bathroom and shower walls, stain grade hard wood cabinets and individual laundry hook -ups. The exact specifications for these items are subject to the review and approval of the Planning Division. 17. An elevator lobby plan of each lobby must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the finishes and flooring to be provided. The exact specifications for these items are subject to the review and approval of the Planning Division. 18. Pedestrian walkways shall be provided through the project. The amenities to be provided along this pathway shall include decorative concrete and paving, accent lighting, and landscape planters. The materials and design of the walkway is subject to the review and approval of the Planning Division. - --20 Castiron- drain- pipes - shall- be providedfo-r- the- projeet---- - - - - -- 21. Smart wiring, including cable television and high -speed cable for computers, shall be provided for each unit and within the project's common areas. 22. Signage to direct customers and guests to the adjacent parking structure shall be provided, A directional sign plan needs to be submitted and approved by the Planning Division prior to issuance of a certificate of occupancy. 23. Construction workers for the project shall be prohibited from parking in the adjacent neighborhoods. 24. Prior to issuance of building permits, a Waste Management Plan shall be submitted to the Planning Division for approval. The plans shall include information on items such as pick -up, delivery, and types of bins required. The plan shall fully address operational as well as daily management functions and responsibilities. Exhibit "A" 75A -113 SPR NO. 2015-02 APRIL 21, 2015 PAGE 4 OF 6 25. Prior to occupancy of any units, a rental housing execution plan must be submitted to the Planning Division for review and approval. At a minimum, the plan shall identify the location of employee and visitor parking, the location of the rental office, hours of operation for the rental office, and signage affiliated with the Rental Housing Operational Plan. In addition, the rental plan must clearly note that the parking and project amenities must be provided free of charge to the residence. 26, Prior to submittal into building plan check, the design for the courtyard gates shall be submitted to the Planning Division for approval. The fences /gates shall be decorative and ornamental in nature as they are the entries to the interior courtyards. 27. The following best management practices (BMPs) need to be incorporated into the project construction and operation to minimize greenhouse gas impacts: a. Install energy efficient lighting, appliances, heating, and cooling systems. b. Install efficient lighting for street and other outdoor lighting. C. Reduce unnecessary outdoor lighting. d. Provide education on energy efficiency to residents and /or tenants. e. Install water - efficient irrigations systems and devices. f. Design buildings to be water - efficient. Install water - efficient fixtures and Provide education about water conservation. Provide easy and convenient recycling opportunities for residents and tenants. Provide education on recycling waste. 28. Designated outdoor common or residential areas shall provide outdoor signage informing the public of the presence of operating aircraft. 29. Prior to the issuance of any building permit, a storage plan shall be submitted and approved indicating storage areas measuring a minimum of 256 cubic feet per residential unit within the project's garage and assigned to each unit at no additional 31. Prior to submittal into building plan check, provide revised plans reflecting the following changes: a. Minimum 136 (49 %) total units containing two and three bedrooms. b. Average overall project unit size of 915 square feet. C. Smallest unit to be no smaller than 614 square feet for a maximum of nine units. Exhibit "A" 75A -114 SPR NO. 2015-02 APRII- 21, 2015 PAGE 5OF6 d. Minimum 255 square feet per unit of open space. e. Maximum 257 tandem parking stalls (42 %). f. Addition of the following amenities: yoga veranda, business center, game lounge and pet park. g. Minimum 1,900 square foot fitness center. h. Minimum 1,625 square foot pool. 32. Project and amenities shall be consistent in quality, detail and finishes with all graphics, exhibits and other representations submitted by the applicant. 33. Project shall feature clear anodized aluminum windows to match proposed storefront system. B. Police Department I. A security plan must be submitted to the Police Department at the plan check stage for approval. The plan must cover all aspects of the projects security including security personnel, surveillance /camera equipment (on each floor of parking structure, stairwells, and elevator lobby /cab) with internet viewing capability for the tenants of the project, and access control hardware. The project will be required to have a minimum of two state licensed uniformed security personnel. One security officer- will - be- r-equir-ed- for - the - residential- buildings- and -one for -the- parking - garage. Entrances /exits to the parking structure must be equipped with rolling overhead gates. Redesign Elevator lobby -- Remove elevator alcove and provide a secure lobby enclosed with fire rated glass partitions. A minimum 12 -inch shatterproof convex mirror shall be installed at each stair landing. All doors leading into stairwells shall be equipped with a minimum 5 -inch by 20 -inch fire rated window. The last flight of stairs shall be fully enclosed at its base. The elevator /stairwells serving the parking structure of the project shall be equipped with card readers at the garage levels to restrict unauthorized access into the residential areas. The elevator lobby shall be designed and constructed of material that allows maximum visibility of the interior of the lobby from the parking decks, Glazing material will be used to its maximum extent. Alternate means and methods can be proposed that mitigate the concerns specified above with Police Department approval. 2. The City of Santa Ana parking structure design standards shall be followed in its entirety. 3. Duress alarms allowing voice communication with security personnel shall be placed in strategic locations, approved by the Police Department, throughout the parking garage. Exhibit "A" 75A -115 SPR NO� 2015 -02 APRIL 21, 2015 PAGE 6OF6 4. All project walkways shall be illuminated to a minimum maintained 1 footcandle of light. A repeater may be required for the project to insure adequate Police and Fire Communications from within the structures. Exhibit "A" 75A -116 Exhibit "B" Mitigated Negative Declaration Addendum SEE PLANNING COMMISSION STAFF REPORT - EXHIBIT 22 75A -117 75A -118